content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on June 27, 1997
                                               Registration Statement No.  33-
  ================================================================================
  
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
                             -------------------------
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             -------------------------
  
                                  STAFFMARK, INC.
               (Exact name of registrant as specified in its charter)
  
                     Delaware                               71-0788538
        (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                 Identification No.)
  
                               302 East Millsap Road
                           Fayetteville, Arkansas  72703
                      (Address of Principal Executive Offices)
  
  
                       StaffMark, Inc. 1996 Stock Option Plan
                                (Full Title of Plan)
  
                              Gordon Y. Allison, Esq.
                    Executive Vice President and General Counsel
                                  StaffMark, Inc.
                               302 East Millsap Road
                           Fayetteville, Arkansas  72703
                      (Name and address of agent for service)
  
                                   (501) 973-6000
           (Telephone number, including area code, of agent for service)
  
                             -------------------------
  
                           Copy of all communications to:
                               C. Douglas Buford, Jr.
                             Wright, Lindsey & Jennings
                        200 West Capitol Avenue, Suite 2200
                            Little Rock, Arkansas 72201
                                   (501) 371-0808
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
         Title of                                 Proposed                Proposed             Amount of
        Securities          Amount to         Maximum Offering        Maximum Aggregate       Registration
     to be Registered     be Registered       Price Per Share          Offering Price             Fee
  ------------------------------------------------------------------------------------------------------------------------------------
      <S>                   <C>                     <C>                 <C>                   <C>
      Common Stock,         1,700,000
      $.01 par value         Shares                 N/A(1)              $33,043,750(2)        $10,013.26(2)
                                                                      
  ------------------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1) Each share being registered may be purchased at not less than the fair
  market value of a share of Common Stock at the time an option to purchase such
  share is granted.
  
  (2) Estimated solely for purposes of calculating the registration fee pursuant
  to Rule 457(c) and (h) and based on the average ($19.4375) of the high and low
  prices of a share of Common Stock as reported on the Nasdaq Stock Market's
  National Market on June 24, 1997.
  ================================================================================
  <PAGE>   2
            PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           StaffMark, Inc. ("Registrant" or "Company") hereby incorporates the
  following documents by reference into this Registration Statement:
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1996, filed on March 17, 1997, and the
                   amendment thereto on Form 10-K/A filed on March 24, 1997;
  
           (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                   the Securities Exchange Act of 1934 since the end of the
                   fiscal year covered by the Annual Report referred to in (a)
                   above; and
  
           (c)     The description of the Company's common stock, $.01 par value,
                   contained in the Company's Form 8-A dated September 17, 1996,
                   including any amendment or report filed for the purpose of
                   updating such description.
  
           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 or incorporated by reference herein modifies or
  supersedes such statement.  Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute part hereof.
  
           All reports and other documents filed by the Company subsequent to the
  date of this registration statement pursuant to Sections 13(a), 13(c), 14, and
  15(d) of the Securities Exchange Act of 1934, 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 into this registration statement and to be a 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.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Article IV of the Company's By-laws provides that, under specified
  circumstances, the Company shall indemnify its directors, officers, employees,
  or agents against expenses (including attorney's fees), judgments, fines, and
  amounts paid in settlements actually and reasonably incurred by them in
  connection with any action, suit, or proceeding brought by third parties by
  reason of the fact that they were or are directors, officers, employees, or
  agents if they acted in good faith and in a manner they 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 reason to believe their conduct
  was unlawful.  In a derivative action, i.e., one by or in the right of the
  corporation, indemnification may be made only for expenses actually and
  reasonably incurred by directors, officers, employees or agents in connection
  with the defense or settlement of an action or suit, and only with respect to a
  matter as to which they shall have acted in good faith and in a manner they
  reasonably believed to be in or not opposed to the best interests of the
  corporation, except that no
  <PAGE>   3
  indemnification shall be made if such person shall have been adjudged liable to
  the corporation, unless and only to the extent that the court in which the
  action or suit was brought shall determine upon application that the defendant
  directors, officers, employees or agents are fairly and reasonably entitled to
  indemnity for such expenses despite such adjudication of liability.
  
           Article Eight of the Company's Certificate of Incorporation provides
  that the Company's directors will not be personally liable to the Company or
  its stockholders for monetary damages resulting from breaches of their
  fiduciary duty as directors except (a) for any breach of the duty of loyalty to
  the Company or its stockholders, (b) for acts or omissions not in good faith or
  which involve intentional misconduct or a knowing violation of law, (c) under
  Section 174 of the General Corporation Law of the State of Delaware, which
  makes directors liable for unlawful dividends or unlawful stock repurchases or
  redemptions, or (d) for transactions from which directors derive improper
  personal benefit.
  
           In accordance with Delaware law, the Company has entered or will enter
  into indemnification agreements with its directors pursuant to which it has
  agreed to pay certain expenses, including attorney's fees, judgments, fines and
  amounts paid in settlement incurred by such directors in connection with
  certain actions, suits or proceedings.  These agreements require directors to
  repay the amount of any expenses advanced if it shall be determined that they
  are not entitled to indemnification.
  
           The Company's directors and officers are also covered by insurance
  policies indemnifying them against certain civil liabilities, including
  liabilities under the federal securities laws, which might be incurred by them
  in such capacity.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  ITEM 8.  EXHIBITS
  
           The following exhibits are filed as part of this Registration
  Statement:
  
  <TABLE>
  <CAPTION>
  Exhibit No.                                Exhibit
  -----------                                -------
  <S>                       <C>
  4.1                       Certificate of Incorporation of StaffMark, Inc. (Incorporated by reference from Exhibit 3.1 to
                            the Company's Registration Statement on Form S-1 (File No. 333-7513)).
  
  4.2                       Certificate of Amendment of Certificate of Incorporation of StaffMark, Inc. (Incorporated by
                            reference from Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No. 333-
                            7513)).
  
  4.3                       Amended and Restated Bylaws of the Company (Incorporated by reference from Exhibit 3.3 to the
                            Company's Registration Statement on Form S-1 (File No. 333-7513)).
  
  4.4                       Form of certificate evidencing ownership of Common Stock of the Company (Incorporated by
                            reference from Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333-
                            7513)).
  </TABLE>
  
  
  
  
  
                                         2
  <PAGE>   4
  <TABLE>
  <S>                       <C>
  4.5                       StaffMark, Inc. 1996 Stock Option Plan (Incorporated by reference from Exhibit 10.1 to the
                            Company's Registration Statement on Form S-1 (File No. 333-7513)).
  
  4.6                       Form of Stock Option Agreement
  
  5.1                       Opinion of Wright, Lindsey & Jennings
  
  23.1                      Consent of Arthur Andersen LLP
  
  23.2                      Consent of Arthur Andersen LLP
  
  23.3                      Consent of Arthur Andersen LLP
  
  23.4                      Consent of Wright, Lindsey & Jennings (included as part of Exhibit 5.1)
  
  24.1                      Powers of Attorney (included as part of signature page)
  </TABLE>
  
  ITEM 9.  UNDERTAKINGS
  
  (a)     The undersigned Registrant hereby undertakes:
  
          (1)    To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:
  
                 (i)     To include any prospectus required by section 10(a)(3)
                 of the Securities Act of 1933;
  
                 (ii)    To reflect in the prospectus any facts or events arising
                 after the effective date of the registration statement (or the
                 most recent post-effective amendment thereof) which,
                 individually or in the aggregate, represent a fundamental change
                 in the information set forth in the registration statement.
                 Notwithstanding the foregoing, any increase or decrease in
                 volume of securities offered (if the total dollar value of
                 securities offered would not exceed that which was registered)
                 and any deviation from the low or high end of the estimated
                 maximum offering range may be reflected in the form of
                 prospectus filed with the Commission pursuant to Rule 424(b), if
                 in the aggregate, the changes in volume and price represent no
                 more than a 20% 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 (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed by
          the Registrant pursuant to section 13 or section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by reference in
          the registration statement.
  
          (2)    That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post- effective amendment shall be
          deemed to be a new registration statement relating to the securities
  
  
  
  
  
                                         3
  <PAGE>   5
          offered therein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.
  
          (3)    To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold at
          the termination of the offering.
  
  (b)     The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each filing
          of the Registrant's annual report pursuant to section 13(a) or section
          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 to be the initial bona fide offering thereof.
  
  (c)     Insofar as indemnification for liabilities arising under the Securities
          Act of 1933 may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the foregoing provisions, or
          otherwise, the Registrant has been advised that in the opinion of the
          Securities and Exchange Commission such indemnification is against
          public policy as expressed in the Act and is, therefore, unenforceable.
          In the event that a claim for indemnification against such liabilities
          (other than the payment by the Registrant of expenses incurred or paid
          by a director, officer or controlling person of the Registrant in the
          successful defense of any action, suit or proceeding) is asserted by
          such director, officer or controlling person in connection with the
          securities being registered, the Registrant will, unless in the opinion
          of its counsel the matter has been settled by controlling precedent,
          submit to a court of appropriate jurisdiction the question whether such
          indemnification by it is against public policy as expressed in the Act
          and will be governed by the final adjudication of such issue.
  
  
  
  
  
                                         4
  <PAGE>   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 the City of Fayetteville, State of Arkansas, on June 26,
  1997.
  
  
                                  STAFFMARK, INC.
  
  
                                          By /s/ CLETE T. BREWER
                                            --------------------------------------
                                            Clete T. Brewer
                                            President and Chief Executive
                                            Officer
  
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints Clete T. Brewer, Terry C.
  Bellora, and Gordon Y. Allison, and each or either one of them, their true and
  lawful attorney- in-fact and agent, with full power of substitution and
  resubstitution for then and in their name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective
  amendments) to this registration statement on Form S-8 and to file the same,
  with all exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite or 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 any of them, or their or his substitutes, may lawfully do or cause to
  be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by or on behalf the following persons in
  the capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
                            Signature                                    Title                                 Date
                                                                         -----                                 ----
                   <S>                                         <C>                                         <C>
                   /s/ JERRY T. BREWER                         Chairman of the Board                       June 26, 1997
                   -----------------------------------------
                   Jerry T. Brewer   
  
  
                   /s/ CLETE T. BREWER                         Chief Executive Officer, President and      June 26, 1997
                   -----------------------------------------   Director
                   Clete T. Brewer                                     
                                     
  
  
                   /s/ TERRY C. BELLORA                        Chief Financial Officer                     June 26, 1997
                   -----------------------------------------   (Principal Financial and Accounting      
                   Terry C. Bellora                            Officer)                                 
                                                                                                        
  
  
                   /s/ W. DAVID BARTHOLOMEW                    Executive Vice President -                  June 26, 1997
                   -----------------------------------------   Southeastern Operations and Director 
                   W. David Bartholomew                                                             
                                           
  </TABLE>
  <PAGE>   7
  
  <TABLE>
                   <S>                                         <C>                                         <C>
                   /s/ STEVEN E. SCHULTE                       Executive Vice President -                  June 26, 1997
                   -----------------------------------------   Administration and Director   
                   Steven E. Schulte                                                         
                                      
  
  
                   /s/ JOHN H. MAXWELL, Jr                     Executive Vice President - Medical          June 26, 1997
                   -----------------------------------------   Services and Director 
                   John H. Maxwell, Jr.                                              
                                           
  
  
                   /s/ JANICE BLETHEN                          Executive Vice President - Clinical         June 26, 1997
                   -----------------------------------------   Trials Support Services and Director 
                   Janice Blethen                                                                   
                                       
  
  
                   /s/ WILLIAM T. GREGORY                      General Manager - Carolina Region and       June 26, 1997
                   -----------------------------------------   Director     
                   William T. Gregory                                       
                                            
  
                   /s/ WILLIAM J. LYNCH                        Director                                    June 26, 1997
                   -----------------------------------------
                   William J. Lynch   
  
  
                   /s/ R. CLAYTON MCWHORTER                     Director                                    June 26, 1997
                   -----------------------------------------
                   R. Clayton McWhorter
  
  
                   /s/ CHARLES A. SANDERS, M.D.                 Director                                    June 26, 1997
                   -----------------------------------------
                   Charles A. Sanders, M.D.
  </TABLE>
  <PAGE>   8
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  Exhibit No.                           Exhibit
  -----------                           -------
  <S>                    <C>
  4.1                    Certificate of Incorporation of StaffMark, Inc. (Incorporated by reference from Exhibit 3.1 to the
                         Company's Registration Statement on Form S-1 (File No. 333-7513)).
  
  4.2                    Certificate of Amendment of Certificate of Incorporation of StaffMark, Inc. (Incorporated by
                         reference from Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No. 333-
                         7513)).
  
  4.3                    Amended and Restated Bylaws of the Company (Incorporated by reference from Exhibit 3.3 to the
                         Company's Registration Statement on Form S-1 (File No. 333-7513)).
  
  4.4                    Form of certificate evidencing ownership of Common Stock of the Company (Incorporated by reference
                         from Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333-7513)).
  
  4.5                    StaffMark, Inc. 1996 Stock Option Plan (Incorporated by reference from Exhibit 10.1 to the
                         Company's Registration Statement on Form S-1 (File No. 333-7513)).
  
  4.6                    Form of Stock Option Agreement
  
  5.1                    Opinion of Wright, Lindsey & Jennings
  
  23.1                   Consent of Arthur Andersen LLP
  
  23.2                   Consent of Arthur Andersen LLP
  
  23.3                   Consent of Arthur Andersen LLP
  
  23.4                   Consent of Wright, Lindsey & Jennings (included as part of Exhibit 5.1)
  
  24.1                   Powers of Attorney (included as part of signature page)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23539}]
metadata_filer: {"company-data": {"conformed-name": "STAFFMARK INC", "cik": "0001017968", "assigned-sic": "7363", "irs-number": "710788538", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30209", "film-number": "97631675"}, "business-address": {"street1": "302 EAST MILLSAP", "city": "FAYETTEVILLE", "state": "AR", "zip": "72703", "phone": "5019736000"}, "mail-address": {"street1": "302 EAST MILLSAP", "city": "FAYETTEVETTE", "state": "AR", "zip": "72703"}}
text: 1
  
       As filed with the Securities and Exchange Commission on June 27, 1997
                                               Registration Statement No.  33-
  ================================================================================
  
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
                             -------------------------
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             -------------------------
  
                                  STAFFMARK, INC.
               (Exact name of registrant as specified in its charter)
  
                     Delaware                               71-0788538
        (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                 Identification No.)
  
                               302 East Millsap Road
                           Fayetteville, Arkansas  72703
                      (Address of Principal Executive Offices)
  
                       StaffMark, Inc. 1996 Stock Option Plan
                                (Full Title of Plan)
  
                              Gordon Y. Allison, Esq.
                    Executive Vice President and General Counsel
                                  StaffMark, Inc.
                               302 East Millsap Road
                           Fayetteville, Arkansas  72703
                      (Name and address of agent for service)
  
                                   (501) 973-6000
           (Telephone number, including area code, of agent for service)
  
                             -------------------------
  
                           Copy of all communications to:
                               C. Douglas Buford, Jr.
                             Wright, Lindsey & Jennings
                        200 West Capitol Avenue, Suite 2200
                            Little Rock, Arkansas 72201
                                   (501) 371-0808
  
                          CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
         Title of                                 Proposed                Proposed             Amount of
        Securities          Amount to         Maximum Offering        Maximum Aggregate       Registration
     to be Registered     be Registered       Price Per Share          Offering Price             Fee
  ------------------------------------------------------------------------------------------------------------------------------------
  Common Stock,         1,700,000
      $.01 par value         Shares                 N/A(1)              $33,043,750(2)        $10,013.26(2)
                                                                      
  ------------------------------------------------------------------------------------------------------------------------------------
  (1) Each share being registered may be purchased at not less than the fair
  market value of a share of Common Stock at the time an option to purchase such
  share is granted.
  
  (2) Estimated solely for purposes of calculating the registration fee pursuant
  to Rule 457(c) and (h) and based on the average ($19.4375) of the high and low
  prices of a share of Common Stock as reported on the Nasdaq Stock Market's
  National Market on June 24, 1997.
  ================================================================================
  2
            PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           StaffMark, Inc. ("Registrant" or "Company") hereby incorporates the
  following documents by reference into this Registration Statement:
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1996, filed on March 17, 1997, and the
                   amendment thereto on Form 10-K/A filed on March 24, 1997;
  
           (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                   the Securities Exchange Act of 1934 since the end of the
                   fiscal year covered by the Annual Report referred to in (a)
                   above; and
  
           (c)     The description of the Company's common stock, $.01 par value,
                   contained in the Company's Form 8-A dated September 17, 1996,
                   including any amendment or report filed for the purpose of
                   updating such description.
  
           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 or incorporated by reference herein modifies or
  supersedes such statement.  Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute part hereof.
  
           All reports and other documents filed by the Company subsequent to the
  date of this registration statement pursuant to Sections 13(a), 13(c), 14, and
  15(d) of the Securities Exchange Act of 1934, 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 into this registration statement and to be a 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.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Article IV of the Company's By-laws provides that, under specified
  circumstances, the Company shall indemnify its directors, officers, employees,
  or agents against expenses (including attorney's fees), judgments, fines, and
  amounts paid in settlements actually and reasonably incurred by them in
  connection with any action, suit, or proceeding brought by third parties by
  reason of the fact that they were or are directors, officers, employees, or
  agents if they acted in good faith and in a manner they 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 reason to believe their conduct
  was unlawful.  In a derivative action, i.e., one by or in the right of the
  corporation, indemnification may be made only for expenses actually and
  reasonably incurred by directors, officers, employees or agents in connection
  with the defense or settlement of an action or suit, and only with respect to a
  matter as to which they shall have acted in good faith and in a manner they
  reasonably believed to be in or not opposed to the best interests of the
  corporation, except that no
  3
  indemnification shall be made if such person shall have been adjudged liable to
  the corporation, unless and only to the extent that the court in which the
  action or suit was brought shall determine upon application that the defendant
  directors, officers, employees or agents are fairly and reasonably entitled to
  indemnity for such expenses despite such adjudication of liability.
  
           Article Eight of the Company's Certificate of Incorporation provides
  that the Company's directors will not be personally liable to the Company or
  its stockholders for monetary damages resulting from breaches of their
  fiduciary duty as directors except (a) for any breach of the duty of loyalty to
  the Company or its stockholders, (b) for acts or omissions not in good faith or
  which involve intentional misconduct or a knowing violation of law, (c) under
  Section 174 of the General Corporation Law of the State of Delaware, which
  makes directors liable for unlawful dividends or unlawful stock repurchases or
  redemptions, or (d) for transactions from which directors derive improper
  personal benefit.
  
           In accordance with Delaware law, the Company has entered or will enter
  into indemnification agreements with its directors pursuant to which it has
  agreed to pay certain expenses, including attorney's fees, judgments, fines and
  amounts paid in settlement incurred by such directors in connection with
  certain actions, suits or proceedings.  These agreements require directors to
  repay the amount of any expenses advanced if it shall be determined that they
  are not entitled to indemnification.
  
           The Company's directors and officers are also covered by insurance
  policies indemnifying them against certain civil liabilities, including
  liabilities under the federal securities laws, which might be incurred by them
  in such capacity.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  ITEM 8.  EXHIBITS
  
           The following exhibits are filed as part of this Registration
  Statement:
  Exhibit No.                                Exhibit
  -----------                                -------
  4.1                       Certificate of Incorporation of StaffMark, Inc. (Incorporated by reference from Exhibit 3.1 to
                            the Company's Registration Statement on Form S-1 (File No. 333-7513)).
  
  4.2                       Certificate of Amendment of Certificate of Incorporation of StaffMark, Inc. (Incorporated by
                            reference from Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No. 333-
                            7513)).
  
  4.3                       Amended and Restated Bylaws of the Company (Incorporated by reference from Exhibit 3.3 to the
                            Company's Registration Statement on Form S-1 (File No. 333-7513)).
  
  4.4                       Form of certificate evidencing ownership of Common Stock of the Company (Incorporated by
                            reference from Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333-
                            7513)).
  2
  4
  4.5                       StaffMark, Inc. 1996 Stock Option Plan (Incorporated by reference from Exhibit 10.1 to the
                            Company's Registration Statement on Form S-1 (File No. 333-7513)).
  
  4.6                       Form of Stock Option Agreement
  
  5.1                       Opinion of Wright, Lindsey & Jennings
  
  23.1                      Consent of Arthur Andersen LLP
  
  23.2                      Consent of Arthur Andersen LLP
  
  23.3                      Consent of Arthur Andersen LLP
  
  23.4                      Consent of Wright, Lindsey & Jennings (included as part of Exhibit 5.1)
  
  24.1                      Powers of Attorney (included as part of signature page)
  ITEM 9.  UNDERTAKINGS
  
  (a)     The undersigned Registrant hereby undertakes:
  
          (1)    To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:
  
                 (i)     To include any prospectus required by section 10(a)(3)
                 of the Securities Act of 1933;
  
                 (ii)    To reflect in the prospectus any facts or events arising
                 after the effective date of the registration statement (or the
                 most recent post-effective amendment thereof) which,
                 individually or in the aggregate, represent a fundamental change
                 in the information set forth in the registration statement.
                 Notwithstanding the foregoing, any increase or decrease in
                 volume of securities offered (if the total dollar value of
                 securities offered would not exceed that which was registered)
                 and any deviation from the low or high end of the estimated
                 maximum offering range may be reflected in the form of
                 prospectus filed with the Commission pursuant to Rule 424(b), if
                 in the aggregate, the changes in volume and price represent no
                 more than a 20% 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 (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed by
          the Registrant pursuant to section 13 or section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by reference in
          the registration statement.
  
          (2)    That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post- effective amendment shall be
          deemed to be a new registration statement relating to the securities
  
                                         3
  5
          offered therein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.
  
          (3)    To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold at
          the termination of the offering.
  
  (b)     The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each filing
          of the Registrant's annual report pursuant to section 13(a) or section
          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 to be the initial bona fide offering thereof.
  
  (c)     Insofar as indemnification for liabilities arising under the Securities
          Act of 1933 may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the foregoing provisions, or
          otherwise, the Registrant has been advised that in the opinion of the
          Securities and Exchange Commission such indemnification is against
          public policy as expressed in the Act and is, therefore, unenforceable.
          In the event that a claim for indemnification against such liabilities
          (other than the payment by the Registrant of expenses incurred or paid
          by a director, officer or controlling person of the Registrant in the
          successful defense of any action, suit or proceeding) is asserted by
          such director, officer or controlling person in connection with the
          securities being registered, the Registrant will, unless in the opinion
          of its counsel the matter has been settled by controlling precedent,
          submit to a court of appropriate jurisdiction the question whether such
          indemnification by it is against public policy as expressed in the Act
          and will be governed by the final adjudication of such issue.
  
                                         4
  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 the City of Fayetteville, State of Arkansas, on June 26,
  1997.
  
                                  STAFFMARK, INC.
  
                                          By /s/ CLETE T. BREWER
                                            --------------------------------------
                                            Clete T. Brewer
                                            President and Chief Executive
                                            Officer
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints Clete T. Brewer, Terry C.
  Bellora, and Gordon Y. Allison, and each or either one of them, their true and
  lawful attorney- in-fact and agent, with full power of substitution and
  resubstitution for then and in their name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective
  amendments) to this registration statement on Form S-8 and to file the same,
  with all exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite or 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 any of them, or their or his substitutes, may lawfully do or cause to
  be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by or on behalf the following persons in
  the capacities and on the date indicated.
  Signature                                    Title                                 Date
                                                                         -----                                 ----
  /s/ JERRY T. BREWER                         Chairman of the Board                       June 26, 1997
                   -----------------------------------------
                   Jerry T. Brewer   
  
                   /s/ CLETE T. BREWER                         Chief Executive Officer, President and      June 26, 1997
                   -----------------------------------------   Director
                   Clete T. Brewer                                     
                                     
  
                   /s/ TERRY C. BELLORA                        Chief Financial Officer                     June 26, 1997
                   -----------------------------------------   (Principal Financial and Accounting      
                   Terry C. Bellora                            Officer)                                 
                                                                                                        
  
                   /s/ W. DAVID BARTHOLOMEW                    Executive Vice President -                  June 26, 1997
                   -----------------------------------------   Southeastern Operations and Director 
                   W. David Bartholomew
  7
  /s/ STEVEN E. SCHULTE                       Executive Vice President -                  June 26, 1997
                   -----------------------------------------   Administration and Director   
                   Steven E. Schulte                                                         
                                      
  
                   /s/ JOHN H. MAXWELL, Jr                     Executive Vice President - Medical          June 26, 1997
                   -----------------------------------------   Services and Director 
                   John H. Maxwell, Jr.                                              
                                           
  
                   /s/ JANICE BLETHEN                          Executive Vice President - Clinical         June 26, 1997
                   -----------------------------------------   Trials Support Services and Director 
                   Janice Blethen                                                                   
                                       
  
                   /s/ WILLIAM T. GREGORY                      General Manager - Carolina Region and       June 26, 1997
                   -----------------------------------------   Director     
                   William T. Gregory                                       
                                            
  
                   /s/ WILLIAM J. LYNCH                        Director                                    June 26, 1997
                   -----------------------------------------
                   William J. Lynch   
  
                   /s/ R. CLAYTON MCWHORTER                     Director                                    June 26, 1997
                   -----------------------------------------
                   R. Clayton McWhorter
  
                   /s/ CHARLES A. SANDERS, M.D.                 Director                                    June 26, 1997
                   -----------------------------------------
                   Charles A. Sanders, M.D.
  8
                                 INDEX TO EXHIBITS
  Exhibit No.                           Exhibit
  -----------                           -------
  4.1                    Certificate of Incorporation of StaffMark, Inc. (Incorporated by reference from Exhibit 3.1 to the
                         Company's Registration Statement on Form S-1 (File No. 333-7513)).
  
  4.2                    Certificate of Amendment of Certificate of Incorporation of StaffMark, Inc. (Incorporated by
                         reference from Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No. 333-
                         7513)).
  
  4.3                    Amended and Restated Bylaws of the Company (Incorporated by reference from Exhibit 3.3 to the
                         Company's Registration Statement on Form S-1 (File No. 333-7513)).
  
  4.4                    Form of certificate evidencing ownership of Common Stock of the Company (Incorporated by reference
                         from Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333-7513)).
  
  4.5                    StaffMark, Inc. 1996 Stock Option Plan (Incorporated by reference from Exhibit 10.1 to the
                         Company's Registration Statement on Form S-1 (File No. 333-7513)).
  
  4.6                    Form of Stock Option Agreement
  
  5.1                    Opinion of Wright, Lindsey & Jennings
  
  23.1                   Consent of Arthur Andersen LLP
  
  23.2                   Consent of Arthur Andersen LLP
  
  23.3                   Consent of Arthur Andersen LLP
  
  23.4                   Consent of Wright, Lindsey & Jennings (included as part of Exhibit 5.1)
  
  24.1                   Powers of Attorney (included as part of signature page)