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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 8-K/A

                                 CURRENT REPORT

     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): January 9, 1998


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


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

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



Registrant's telephone number, including area code:  (501) 973-6000



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Item 2.  Acquisition or Disposition of Assets

         On January 9, 1998, StaffMark, Inc. (the "Company") completed the
purchase of all of the outstanding equity interests of Strategic Legal
Resources, LLC, a New York limited liability company ("SLR"). SLR provides legal
professionals to law firms, corporations and financial institutions and is
headquartered in New York, New York. The total consideration paid for the
membership interests of SLR was approximately $13.8 million, consisting of
approximately $12.3 million in cash and 46,320 shares of the Company's common
stock, plus a contingent earnout based upon the future performance of SLR. The
purchase price was determined as a result of direct negotiations with SLR and
its members. On January 23, 1998, the Company filed the Form 8-K with the 
Commission to which this amendment relates.

Item 7.  Financial Statements and Exhibits

                  The Company filed its Annual Report on Form 10-K for the year
                  ended December 31, 1997 with the Commission on March 13, 1998,
                  and, accordingly, the Company's acquisition of SLR is no
                  longer deemed to be significant under the guidelines
                  established by the Commission in Rule 1-02(w). As a result,
                  the financial information required under Item 7(a) and Item
                  7(b) of Form 8-K are not applicable to the transaction
                  discussed in Item 2 above, and have, therefore, been excluded
                  from this filing.

         (c)      Exhibits. The following exhibit is filed with this Form 8-K/A:

                  2.1    Membership Interest Purchase Agreement dated January 9,
                         1998, by and among StaffMark, Inc., Elihu Gordis, Jay
                         B. Horowitz, Eugene Greene and Kristin E. Vickery,
                         incorporated by reference to Exhibit 2.1 to the
                         Company's Current Report on Form 8-K, filed with the
                         Commission on January 23, 1998, to which this amendment
                         relates.




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                                   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)

Dated: March 16, 1998                         By: /s/ Terry C. Bellora
                                                 ---------------------------
                                                      Terry C. Bellora
                                                      Chief Financial Officer



                                  EXHIBIT INDEX


            2.1   Membership Interest Purchase Agreement dated January 9, 1998,
                  by and among StaffMark, Inc., Elihu Gordis, Jay B. Horowitz,
                  Eugene Greene and Kristin E. Vickery, incorporated by
                  reference to Exhibit 2.1 to the Company's Current Report on
                  Form 8-K, filed with the Commission on January 23, 1998, to
                  which this amendment relates.