content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on June 20, 1997
  
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC  20549
  
                               ---------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       Under
                             THE SECURITIES ACT OF 1933
  
                               ---------------------
  
                                  STAFFMARK, INC.
                 (Exact name of issuer as specified in its charter)
  
  
              Delaware                                      71-0788538
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
                               302 East Millsap Road
                              Fayetteville, AR  72703
                      (Address of principal executive offices)
  
  
                                  StaffMark, Inc.
                            EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
  
                              GORDON Y. ALLISON, ESQ.
                    Executive Vice President and General Counsel
                                  StaffMark, Inc.
                               302 East Millsap Road
                              Fayetteville, AR  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:
                                BRIAN J. LYNCH, ESQ.
                            Morgan, Lewis & Bockius LLP
                               2000 One Logan Square
                              Philadelphia, PA  19103
                                   (215) 963-5523
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ======================================================================================================================
                                                     Proposed maximum         Proposed maximum                          
  Title of securities      Amount to be              offering price               aggregate                Amount of    
  to be registered(1)       registered                 per share               offering price           registration fee
  ----------------------------------------------------------------------------------------------------------------------
  <S>                      <C>                       <C>                      <C>                       <C>             
  Common Stock, par        300,000                   $19.4375(1)              $ 5,831,250(1)            $1,767.05(1)
  value $.01 per share                                
  ======================================================================================================================
  </TABLE>
  
  (1)      Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for
           the purpose of calculating the registration fee, based upon the
           average of the reported high and low prices of shares of Common Stock
           on June 17, 1997, reported on the Nasdaq National Market.
  <PAGE>   2
                                      PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
                      The following documents, as filed by StaffMark, Inc. (the
  "Company") with the Securities and Exchange Commission, are incorporated by
  reference in this Registration Statement and made a part hereof:
  
                               (a)  The Company's Annual Report on Form 10-K for
              the fiscal year ended December 31, 1996, as amended by Form 10-K/A;
  
                               (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 Common Stock of the
              Company that is contained in its Registration Statement on Form 8-A
              filed with the Securities and Exchange Commission on September 17,
              1996 under the Securities Exchange Act of 1934, 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 subsequently filed by the
  Company 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 that
  indicates that all securities offered hereby have been sold or that deregisters
  all securities then remaining unsold, shall be deemed to be incorporated by
  reference herein and to be part hereof from the date of filing of such
  documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
                      Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
                      Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                      The Company's By-laws provide that the Company shall, to
  the fullest extent permitted by Section 145 of the General Corporation Law of
  the State of Delaware, as amended from time to time, indemnify all persons whom
  it may indemnify pursuant thereto.
  
                      Section 145 of the General Corporation Law of the State of
  Delaware permits a corporation, under specified circumstances, to 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,
  employee or agents 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
  
  
  
  
  
                                         1
  <PAGE>   3
  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 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 indemnify for such expenses
  despite such adjudication of liability.
  
                      Article Seven of the Company's Certificates 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 intends to
  enter into indemnification agreements with its directors, pursuant to which it
  will agree to pay certain expenses, including attorneys' 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.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
                      Not applicable.
  
  ITEM 8.  EXHIBITS.
  
                      The exhibits filed as part of this Registration Statement
  are as follows:
  
  Exhibit
  Number                                        Exhibit
  -------                                       -------
  
  4.1                 Certificate of Incorporation of the Company (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
                      (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 By-Laws of the Company, as amended
                      (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. Employee Stock Purchase Plan.
  
    5                 Opinion of Morgan, Lewis & Bockius LLP
  
   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 Morgan, Lewis & Bockius LLP (included as part of
                      Exhibit 5)
  
   24                 Power of Attorney (included as part of the signature page)
  
  
  
  
  
                                         2
  <PAGE>   4
  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) (Section 230.424(b) of
              this chapter) 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 subparagraphs (a)(1)(i) and
  (a)(1)(ii) of this section do not apply if the information required to be
  included in a post-effective amendment by those subparagraphs is contained in
  periodic reports filed by the Company 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 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 that remain
  unsold at the termination of the offering.
  
              (b)  The undersigned registrant hereby undertakes that, for the
  purpose 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 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 this
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered herein and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
              (c)  The undersigned registrant hereby undertakes to deliver or
  cause to be delivered with the prospectus, to each person to whom the
  prospectus is sent or given, the latest annual report to security holders that
  is incorporated by reference in the prospectus and furnished pursuant to and
  meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
  Exchange Act of 1934; and, where interim financial information required to be
  presented by Article 3 of Regulation S-X are not set forth in the prospectus,
  to deliver, or cause to be delivered to each person to whom the prospectus is
  sent or given, the latest quarterly report that is specifically incorporated by
  reference in the prospectus to provide such interim financial information.
  
              (d)  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
  
  
  
  
  
                                         3
  <PAGE>   5
  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 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 Fayetteville, State of Arkansas, on this
  19th day of June, 1997.
  
                                          STAFFMARK, INC.
  
  
                                          By: /s/Clete T. Brewer
                                              ------------------------------------
                                              Clete T. Brewer
                                              President and Chief Executive 
                                              Officer
  
  
                      Pursuant to the requirements of the Securities Act of 1933,
  this Registration Statement has been signed below by or on behalf of the
  following persons in the capacities and on the dates indicated.   Each person,
  in so signing, also makes, constitutes and appoints Clete T. Brewer, Terry C.
  Bellora and Gordon Y. Allison, and each of such officers acting singly, his
  true and lawful attorney-in-fact, in his or her name, place and stead to
  execute and cause to be filed with the Securities and Exchange Commission any
  or all amendments to this Registration Statement, with all exhibits and any and
  all documents required to be filed with respect thereto, and to do and perform
  each and every act and thing necessary to effectuate the same.
  
  <TABLE>
  <CAPTION>
                  Name                              Title                             Date
                  ----                              -----                             ----
        <S>                              <C>                                      <C>        
           /s/ CLETE T. BREWER           President, Chief Executive               June 19, 1997
  ------------------------------------   Officer and Director                          
             Clete T. Brewer             (Principal Executive Officer)                
                                                                      
  
          /s/ TERRY C. BELLORA           Chief Financial Officer                  June 19, 1997
  ------------------------------------   (Principal Financial                     
            Terry C. Bellora             and Accounting Officer)                 
                                                                
  
           /s/ JERRY T. BREWER           Chairman of the Board                    June 19, 1997
  ------------------------------------                                                 
             Jerry T. Brewer                                                     
  
        /s/ W. DAVID BARTHOLOMEW         Executive Vice President --              June 19, 1997
  ------------------------------------   Southeastern Operations and Director          
          W. David Bartholomew                                                   
  
          /s/ STEVEN E. SCHULTE          Executive Vice President --              June 19, 1997
  ------------------------------------   Administration and Director                   
            Steven E. Schulte                                                    
  
        /s/ JOHN H. MAXWELL, JR.         Executive Vice President --              June 19, 1997
  ------------------------------------   Medical Services and Director                 
          John H. Maxwell, Jr.                                                   
  
           /s/ JANICE BLETHEN            Executive Vice President --              June 19, 1997
  ------------------------------------   Clinical Trials Support                       
             Janice Blethen              Services and Director                   
                                                                
  
         /s/ WILLIAM T. GREGORY          General Manager --                       June 19, 1997
  ------------------------------------   Carolina Region and Director                  
           William T. Gregory                                                    
  
          /s/ WILLIAM J. LYNCH           Director                                 June 19, 1997
  ------------------------------------                                                 
            William J. Lynch                                                     
  
        /s/ R. CLAYTON McWHORTER         Director                                 June 19, 1997
  ------------------------------------                                           
          R. Clayton McWhorter        
  
         /s/ CHARLES A. SANDERS          Director                                 June 19, 1997
  ------------------------------------                                                 
        Charles A. Sanders, M.D.                                                 
  </TABLE>
  
  
  
  
  
                                         5
  <PAGE>   7
  Index to Exhibits
  
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number                                        Exhibit
  -------                                       -------
  <S>                 <C>
  4.1                 Certificate of Incorporation of the Company (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
                      (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 By-Laws of the Company, as amended
                      (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. Employee Stock Purchase Plan.
  
    5                 Opinion of Morgan, Lewis & Bockius LLP
  
   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 Morgan, Lewis & Bockius LLP (included as part of
                      Exhibit 5)
  
   24                 Power of Attorney (included as part of the signature page)
  
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22835}]
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": "333-29689", "film-number": "97627520"}, "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 20, 1997
  
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC  20549
  
                               ---------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       Under
                             THE SECURITIES ACT OF 1933
  
                               ---------------------
  
                                  STAFFMARK, INC.
                 (Exact name of issuer as specified in its charter)
  
              Delaware                                      71-0788538
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
                               302 East Millsap Road
                              Fayetteville, AR  72703
                      (Address of principal executive offices)
  
                                  StaffMark, Inc.
                            EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                              GORDON Y. ALLISON, ESQ.
                    Executive Vice President and General Counsel
                                  StaffMark, Inc.
                               302 East Millsap Road
                              Fayetteville, AR  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:
                                BRIAN J. LYNCH, ESQ.
                            Morgan, Lewis & Bockius LLP
                               2000 One Logan Square
                              Philadelphia, PA  19103
                                   (215) 963-5523
  
                          CALCULATION OF REGISTRATION FEE
  ======================================================================================================================
                                                     Proposed maximum         Proposed maximum                          
  Title of securities      Amount to be              offering price               aggregate                Amount of    
  to be registered(1)       registered                 per share               offering price           registration fee
  ----------------------------------------------------------------------------------------------------------------------
  Common Stock, par        300,000                   $19.4375(1)              $ 5,831,250(1)            $1,767.05(1)
  value $.01 per share                                
  ======================================================================================================================
  (1)      Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for
           the purpose of calculating the registration fee, based upon the
           average of the reported high and low prices of shares of Common Stock
           on June 17, 1997, reported on the Nasdaq National Market.
  2
                                      PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
                      The following documents, as filed by StaffMark, Inc. (the
  "Company") with the Securities and Exchange Commission, are incorporated by
  reference in this Registration Statement and made a part hereof:
  
                               (a)  The Company's Annual Report on Form 10-K for
              the fiscal year ended December 31, 1996, as amended by Form 10-K/A;
  
                               (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 Common Stock of the
              Company that is contained in its Registration Statement on Form 8-A
              filed with the Securities and Exchange Commission on September 17,
              1996 under the Securities Exchange Act of 1934, 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 subsequently filed by the
  Company 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 that
  indicates that all securities offered hereby have been sold or that deregisters
  all securities then remaining unsold, shall be deemed to be incorporated by
  reference herein and to be part hereof from the date of filing of such
  documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
                      Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
                      Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                      The Company's By-laws provide that the Company shall, to
  the fullest extent permitted by Section 145 of the General Corporation Law of
  the State of Delaware, as amended from time to time, indemnify all persons whom
  it may indemnify pursuant thereto.
  
                      Section 145 of the General Corporation Law of the State of
  Delaware permits a corporation, under specified circumstances, to 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,
  employee or agents 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
  
                                         1
  3
  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 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 indemnify for such expenses
  despite such adjudication of liability.
  
                      Article Seven of the Company's Certificates 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 intends to
  enter into indemnification agreements with its directors, pursuant to which it
  will agree to pay certain expenses, including attorneys' 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.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
                      Not applicable.
  
  ITEM 8.  EXHIBITS.
  
                      The exhibits filed as part of this Registration Statement
  are as follows:
  
  Exhibit
  Number                                        Exhibit
  -------                                       -------
  
  4.1                 Certificate of Incorporation of the Company (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
                      (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 By-Laws of the Company, as amended
                      (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. Employee Stock Purchase Plan.
  
    5                 Opinion of Morgan, Lewis & Bockius LLP
  
   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 Morgan, Lewis & Bockius LLP (included as part of
                      Exhibit 5)
  
   24                 Power of Attorney (included as part of the signature page)
  
                                         2
  4
  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) (Section 230.424(b) of
              this chapter) 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 subparagraphs (a)(1)(i) and
  (a)(1)(ii) of this section do not apply if the information required to be
  included in a post-effective amendment by those subparagraphs is contained in
  periodic reports filed by the Company 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 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 that remain
  unsold at the termination of the offering.
  
              (b)  The undersigned registrant hereby undertakes that, for the
  purpose 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 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 this
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered herein and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
              (c)  The undersigned registrant hereby undertakes to deliver or
  cause to be delivered with the prospectus, to each person to whom the
  prospectus is sent or given, the latest annual report to security holders that
  is incorporated by reference in the prospectus and furnished pursuant to and
  meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
  Exchange Act of 1934; and, where interim financial information required to be
  presented by Article 3 of Regulation S-X are not set forth in the prospectus,
  to deliver, or cause to be delivered to each person to whom the prospectus is
  sent or given, the latest quarterly report that is specifically incorporated by
  reference in the prospectus to provide such interim financial information.
  
              (d)  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
  
                                         3
  5
  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 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 Fayetteville, State of Arkansas, on this
  19th day of June, 1997.
  
                                          STAFFMARK, INC.
  
                                          By: /s/Clete T. Brewer
                                              ------------------------------------
                                              Clete T. Brewer
                                              President and Chief Executive 
                                              Officer
  
                      Pursuant to the requirements of the Securities Act of 1933,
  this Registration Statement has been signed below by or on behalf of the
  following persons in the capacities and on the dates indicated.   Each person,
  in so signing, also makes, constitutes and appoints Clete T. Brewer, Terry C.
  Bellora and Gordon Y. Allison, and each of such officers acting singly, his
  true and lawful attorney-in-fact, in his or her name, place and stead to
  execute and cause to be filed with the Securities and Exchange Commission any
  or all amendments to this Registration Statement, with all exhibits and any and
  all documents required to be filed with respect thereto, and to do and perform
  each and every act and thing necessary to effectuate the same.
  Name                              Title                             Date
                  ----                              -----                             ----
  /s/ CLETE T. BREWER           President, Chief Executive               June 19, 1997
  ------------------------------------   Officer and Director                          
             Clete T. Brewer             (Principal Executive Officer)                
                                                                      
  
          /s/ TERRY C. BELLORA           Chief Financial Officer                  June 19, 1997
  ------------------------------------   (Principal Financial                     
            Terry C. Bellora             and Accounting Officer)                 
                                                                
  
           /s/ JERRY T. BREWER           Chairman of the Board                    June 19, 1997
  ------------------------------------                                                 
             Jerry T. Brewer                                                     
  
        /s/ W. DAVID BARTHOLOMEW         Executive Vice President --              June 19, 1997
  ------------------------------------   Southeastern Operations and Director          
          W. David Bartholomew                                                   
  
          /s/ STEVEN E. SCHULTE          Executive Vice President --              June 19, 1997
  ------------------------------------   Administration and Director                   
            Steven E. Schulte                                                    
  
        /s/ JOHN H. MAXWELL, JR.         Executive Vice President --              June 19, 1997
  ------------------------------------   Medical Services and Director                 
          John H. Maxwell, Jr.                                                   
  
           /s/ JANICE BLETHEN            Executive Vice President --              June 19, 1997
  ------------------------------------   Clinical Trials Support                       
             Janice Blethen              Services and Director                   
                                                                
  
         /s/ WILLIAM T. GREGORY          General Manager --                       June 19, 1997
  ------------------------------------   Carolina Region and Director                  
           William T. Gregory                                                    
  
          /s/ WILLIAM J. LYNCH           Director                                 June 19, 1997
  ------------------------------------                                                 
            William J. Lynch                                                     
  
        /s/ R. CLAYTON McWHORTER         Director                                 June 19, 1997
  ------------------------------------                                           
          R. Clayton McWhorter        
  
         /s/ CHARLES A. SANDERS          Director                                 June 19, 1997
  ------------------------------------                                                 
        Charles A. Sanders, M.D.
  5
  7
  Index to Exhibits
  Exhibit
  Number                                        Exhibit
  -------                                       -------
  4.1                 Certificate of Incorporation of the Company (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
                      (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 By-Laws of the Company, as amended
                      (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. Employee Stock Purchase Plan.
  
    5                 Opinion of Morgan, Lewis & Bockius LLP
  
   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 Morgan, Lewis & Bockius LLP (included as part of
                      Exhibit 5)
  
   24                 Power of Attorney (included as part of the signature page)