8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549




                                    FORM 8-K




                                 CURRENT REPORT

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

        Date of Report (Date of earliest event reported): March 2, 1999



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




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



              302 East Millsap Road, Fayetteville, Arkansas 72703
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              (Address of principal executive offices) (zip code)

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

                                 Not Applicable
         -------------------------------------------------------------
         (Former name or former address, if changed since last report)



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Item 5.  Other Events

         Attached as an exhibit to this Form 8-K is a copy of a StaffMark, Inc.
press release which was disseminated publicly on March 2, 1999.

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

             99.1  StaffMark, Inc. Press Release dated March 2, 1999.




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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)

Date: March 5, 1999                    By:  /s/ Terry C. Bellora 
                                          ------------------------------------
                                            Terry C. Bellora
                                            Chief Financial Officer


                                  EXHIBIT INDEX

             99.1 StaffMark, Inc. Press Release dated March 2, 1999.


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EX-99.1

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                                                                    Exhibit 99.1

                             [STAFFMARK LETTTERHEAD]


FOR IMMEDIATE RELEASE:     Tuesday, March 2, 1999

CONTACT:                   Clete T. Brewer, President and CEO
                           Terry C. Bellora, CFO
                           Randle G. Reece, Investor Relations Officer
                           STAFFMARK, INC.
                           (501) 973-6084

                     STAFFMARK COMMENTS ON EARNINGS OUTLOOK

FAYETTEVILLE, Ark. - StaffMark, Inc. (NASDAQ/NM: STAF), today announced that a
decline in demand from its finance, banking and legal clients and lower growth
from IntelliMark's domestic IT staffing business could cause earnings per share
for the first quarter of 1999 to be approximately $0.10 to $0.13 lower than the
I/B/E/S consensus analyst estimate of $0.35 and for the 1999 year to be
approximately $0.20 to $0.24 per share lower than the I/B/E/S consensus analyst
estimate of $1.89.

Mr. Clete T. Brewer, President and Chief Executive Officer commented, "After
conducting a detailed review of January results and an accelerated review of
preliminary February results, we determined that IntelliMark's domestic
performance was not acceptable relative to the performance of StaffMark's other
business units. Therefore, we have implemented, effective immediately, executive
and organizational changes within IntelliMark. These changes are focused on
improving IT staffing growth rates, consolidating administrative functions and
building an IT solutions network that complements our business units and core
competencies. In this connection, IntelliMark presently intends to invest in
infrastructure and skills, with the goal of capturing a greater share of the IT
services business market. In order to maximize our focus and efforts in this
regard, we plan to slow down our acquisition program during the balance of this
year."

Brewer continued, "Ben Anderson, the Executive Director of Robert Walters plc's
Professional/IT group, has been promoted to Chief Operating Officer of
IntelliMark worldwide. At Robert Walters plc, Ben successfully managed the
Professional/IT group, with internal growth that exceeded industry averages. We
believe that a recovery in the demand for permanent placement services
throughout the Professional/IT segment, along with Ben's skills in IT staffing,
will improve growth rates in this segment. We also named John Willett as the
Executive Vice President of IntelliMark's IT services business group. John
joined IntelliMark in August 1997 as a General Manager of one of IntelliMark's
business units. Prior to joining IntelliMark, John was a worldwide solutions
executive in IBM's Global Services Division."

StaffMark's overall business strategy is to increase revenue, enhance
profitability and improve cash flow by the timely delivery of human resource and
business solutions to its clients through the creation of opportunities for its
professionals and associates. StaffMark operates in over 300 offices in 31
states and 11 countries.

This Press Release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including statements
made with respect to future earnings per share, plans to accelerate IT staffing
revenue growth and a slow down in our acquisition program, operations and/or
future growth opportunities. Words such as "believe," "could," "complements,"
"intends," "maximize," "plan," "improve," "growth," "increase," "strategy,"
"enhance," "goal," and "will" or the negative thereof or variations thereon and
similar expressions are intended to identify forward-looking statements. These
forward-looking statements inherently involve certain risks and uncertainties,
although they are based on our current plans or assessments which are believed
to be reasonable as of the date of this Press Release. Factors that may cause
actual results, goals, targets or objectives to differ materially from those
contemplated, projected, forecast, estimated, anticipated, planned or budgeted
in such forward-looking statements include, among others, the following
possibilities: (i) an inability to successfully implement the organizational
changes announced today; (ii) the continuation or worsening, of declines in
demand for placement (permanent or temporary) or staffing services; (iii)
unanticipated problems associated with integrating acquired companies and their
operations; (iv) failure to obtain new customers or retain significant existing
customers; (v) inability to carry out marketing and sales plans; (vi) inability
to obtain capital or refinance debt for future internal and external growth;
(vii) loss of key executives; (viii) general economic and business conditions
(whether foreign, national, state or local) which are less favorable than
expected; and (ix) changes in industry trends such as changes in demand for
commercial or professional information technology staffing personnel, whether on
a temporary or permanent placement basis. Actual events or results may differ
materially from those discussed in the forward-looking statements as a result of
various factors described above and those further set forth in our registration
statement under the heading "Risk Factors" in Amendment No. 1 to Form S-1 (File
No. 333-32371) filed with the Securities and Exchange Commission on August 6,
1997 and under the heading "Potential Risks, Detriments and Other Considerations
Associated With The Transaction" in our definitive proxy statement dated
September 25, 1998, which was filed with the Securities and Exchange Commission
on September 25, 1998.