8-K

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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                       
                                   FORM 8-K

              Current Report Pursuant to Section 13 or 15(d) of
                          The Securities Act of 1934




Date of Report (Date of earliest event reported). . . . . . . . February 7, 1997



                               STAFFMARK, INC.
            (Exact name of registrant as specified in its charter)



        Delaware                        0-20971                  71-0788538
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer 
    of incorporation)                                        Identification No.)




            302 East Millsap Road
            Fayetteville, Arkansas                            72703
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code:. . . . . . .  (501) 973-6000
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Item 5.       Other Events

       On February 7, 1997, StaffMark, Inc. (the "Company") completed the
purchase of substantially all of the assets of APS--Advance Personnel Service,
Inc., a Tennessee corporation ("APS"), through its wholly-owned subsidiary,
APS--Advance Personnel Service Acquisition Corporation, a Delaware corporation.
APS provides temporary staffing services in the Memphis, Tennessee, area. APS 
is headquartered in Memphis, Tennessee.



Item 7.       Financial Statements and Exhibits 

        (c)   Exhibits.  The following exhibits are filed with this Form 8-K:
        
              99.1   Press Release dated February 10, 1997.


                                   SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                           STAFFMARK, INC.
                                           (Registrant)

Date: February 20, 1997                    By: /s/Terry C. Bellora             
                                               --------------------------------
                                                  Terry C. Bellora
                                                  Chief Financial Officer
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                                 EXHIBIT INDEX



       99.1   Press Release dated February 10, 1997.

EX-99.1

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                                                                    EXHIBIT 99.1


                                  NEWS RELEASE


        STAFFMARK, INC. ACQUIRES ADVANCE PERSONNEL SERVICE, INC.


FAYETTEVILLE, AR -- StaffMark, Inc. (NASDAQ/NM:STAF), a leading diversified
personnel staffing company, announced today that it has completed the
acquisition of Advance Personnel Service, Inc., a $6 million-a-year commercial
staffing company based in Memphis, Tennessee. This represents StaffMark's fourth
acquisition since its initial stock offering in the Fall of 1996. Advance
Personnel will be accounted for as an asset purchase, and the Company expects
this acquisition to have a positive impact on its 1997 EPS. Terms of the
transaction were not disclosed.

"Advance Personnel is an excellent addition to StaffMark," said Clete T. Brewer,
president and chief executive officer of StaffMark. "StaffMark currently has one
office in Memphis. The addition of Advance Personnel strengthens our position in
this fast growing Memphis market, and allows StaffMark to provide expanded
service to our clients and employees."

"Advance Personnel was founded in the late 1980s by Anthony Tate, who will
remain with the company in a management position," stated Brewer. "Anthony and
his staff have developed an excellent reputation in the Memphis community and
have significant contracts with several fortune 500 companies in the area. The
Company has experienced growth in excess of 25% a year, which when combined
with the strong client and employee base, makes Advance Personnel an attractive
purchase for StaffMark."

StaffMark, Inc. is a leading provider of diversified staffing services to
businesses, professional/medical niches, professional and service organizations,
and governmental agencies, primarily in growth markets in the southeastern and
southwestern United States.  The Company operates 94 offices located in
Arkansas, Colorado, Georgia, Missouri, North Carolina, Oklahoma, South Carolina,
Tennessee, and Virginia.

This release contains forward-looking statements which involve risk and
uncertainties with respect to growth opportunities and their impact on 1997
earnings.  The Company's actual results could differ materially from the
results anticipated in these forward-looking statements as a result of loss of
existing customers, loss of key management, unexpected costs, or operational
problems and those certain risk factors set forth under "Risk Factors" and
elsewhere in the Company's Prospectus dated September 26, 1996, made under the
Securities and Exchange Act of 1934.