8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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): February 5, 2002


                         VOLT INFORMATION SCIENCES, INC
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


        New York                         1-9232                13-5658129
- ----------------------------          -----------          ----------------
(State or Other Jurisdiction          (Commission          (I.R.S. Employer
      of Incorporation)               File Number)         Identification No.)



560 Lexington Avenue, New York, New York                       10022
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                    (Zip Code)


                                 (212) 704-2400
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
         -------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)





Item 5.   Other Events.
- -------   -------------

          On February 5, 2002, Volt Information Sciences, Inc. (the "Company")
issued a press release to the effect, among other things, that it will prepay
the remaining $30.0 of its 7.92% Senior Notes on March 5, 2002, that various
covenants in its $115.5 million bank revolving credit agreement had been amended
and that it had agreed to secure its obligations under the revolving credit
agreement with certain accounts receivable. Except for the second and fourth
paragraphs thereof, the text of the press release, which is set forth as Exhibit
99.1 hereto, is incorporated herein by reference and filed.

Item 7.   Financial Statements and Exhibits.
- -------   ----------------------------------

          (a) Financial statements of business acquired:

              Not applicable.

          (b) Pro forma financial information:

              Not applicable.

          (c) Exhibits:

              99.1 Volt Information Sciences, Inc. Press Release dated February
              5, 2002. The press release is being filed herewith except that the
              second and fourth paragraphs are being furnished herewith for
              purposes of Section 18 of the Securities Exchange Act of 1934.

Item 9.   Regulation FD Disclosure.
- -------   -------------------------

          The second and fourth paragraphs of the Company's press release dated
February 5, 2002, which is set forth as Exhibit 99.1 hereto, related to certain
potential effects of the discussed securitization program and the prepayment of
the Senior Notes, the anticipated extraordinary charge to earnings expected in
the second quarter of fiscal 2002 as a result of the prepayment of the Senior
Notes and the anticipated net loss that the Company expects to report for the
first quarter of fiscal 2002, are incorporated herein by reference and are
furnished, but not filed, for purposes of Section 18 of the Securities Exchange
Act of 1934, or otherwise, pursuant to Regulation FD.

                                S I G N A T U R E

          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.

                                    VOLT INFORMATION SCIENCES, INC.


Date: February 5, 2002              By:  /s/ James J. Groberg
                                         ---------------------------------------
                                         James J. Groberg, Senior Vice President


                                      -2-



                                  EXHIBIT INDEX

Exhibit

Number    Description
- ------    -----------

99.1      Volt Information Sciences, Inc. Press Release dated February 5, 2002.

EX-99

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACTS:

James J. Groberg and Ron Kochman
Volt Information Sciences, Inc.
(212) 704-2400
voltinvest@volt.com

                   VOLT INFORMATION SCIENCES, INC. ANNOUNCES;
            PREPAYMENT OF SENIOR NOTES; PROPOSED ACCOUNTS RECEIVABLE
       SECURITIZATION PROGRAM; REVISIONS TO REVOLVING CREDIT FACILITY; AND
                         PROJECTED FIRST QUARTER RESULTS

NEW YORK, NY, February 5, 2002 - Volt Information Sciences, Inc. (NYSE: VOL),
announced that it has received a commitment from a major bank to enter into a
three-year accounts receivable securitization program which, assuming
completion, will provide for the financing of up to $100.0 million of certain
accounts receivable. In order for the Company to implement this securitization
program in lieu of seeking amendments to the covenants contained in the
agreements under which the Company's 7.92% Senior Notes are issued to permit the
securitization, and other amendments that may have become required, depending
upon the size of an expected first quarter loss discussed below, the Company
determined to prepay the remaining $30.0 million of Senior Notes that otherwise
would have been due in equal annual installments over the next two and one-half
years. These Notes will be prepaid on March 5, 2002.

     The Company stated that the securitization program should permit the
Company to reduce its drawings and dependence on its existing $115.5 million
revolving credit facility, under which, as of February 3, 2002, less than $15.0
million was drawn, primarily for Pound Sterling borrowings in connection with
the Company's European operations. The Company further stated that the proposed
new securitization program, along with the prepayment of the Senior Notes are
expected to substantially reduce the Company's financing charges (interest and
other expense) in the future, but the Company will pay a "make whole" premium on
the prepayment of the Senior Notes that is expected to approximate $2.0 million
As a result, the Company will incur an extraordinary pre-tax charge in the
amount of the premium in the second fiscal quarter of fiscal 2002 for the
extinguishment of that debt.

     In connection with the prepayment of the Senior Notes, the bank lenders
under the Company's revolving credit agreement amended, effective February 1,
2002, various covenants in that agreement. The Company also agreed to secure its
obligations under the revolving credit agreement with certain accounts
receivable (the level of which at November 4, 2001 was approximately $70.0
million), unrelated to those to be used in the proposed securitization, no later
than the date the Senior Notes are repaid.

     The Company also reported that, due to the seasonality of its business,
compounded by



current general economic conditions, it currently expects to report a loss in
the first quarter of its 2002 fiscal year. The quarter ended February 3, 2002.
The Company stated that, based on the information presently available to it, the
net loss is expected to approximate $3.0 million (compared with a net loss of
$1.9 million in the fiscal 2001 first quarter). This estimate is after an after
tax gain of approximately $2.0 million resulting from the previously announced
sale on November 30, 2001 of the Company's 59% interest in a public subsidiary,
Autologic Information International, Inc, but before the effects of certain
aspects of new accounting rules on accounting for goodwill and other intangible
assets, which the Company has elected to apply beginning in the first quarter of
fiscal 2002. During fiscal 2002, the Company will perform the first of the
required impairment tests of goodwill and indefinite lived intangible assets as
of November 5, 2001. At November 4, 2001, the Company's goodwill, related to
prior acquisitions, amounted to approximately $40.0 million. While the Company's
revaluation under the new accounting rules has not been completed, it is likely
that there could be a material write-down due to indications of impairment,
reflecting declines in market value of the acquisitions since they were
purchased. The charge for the write-down, to the extent required, will be
reported as a Cumulative Effect of a Change in Accounting in the first quarter
of 2002.

Volt Information Sciences, Inc. is a leading national provider of Staffing
Services and Telecommunications and Information Solutions for its Fortune 100
customer base. Operating through a network of over 300 Volt Services Group
branch offices, the Staffing Services segment fulfills IT and other technical,
commercial, and industrial placement requirements of its customers, on both a
temporary and permanent basis. The Telecommunications and Information Solutions
businesses provide complete telephone directory production and directory
publishing; a full spectrum of telecommunications construction, installation and
engineering services; and advanced information and operator services systems for
telephone companies. For additional information, please visit the Volt
Information Sciences, Inc., web site at http://www.volt.com.

This press release contains forward-looking statements which are subject to a
number of known and unknown risks including general economic, competitive and
other business conditions and the degree and timing of customer utilization and
rate of renewals of contracts with the Company, that could cause actual results,
performance and achievements to differ materially from those described or
implied in the forward-looking statements. Information concerning these and
other factors that could cause actual results to differ materially from those in
the forward-looking statements is contained in Company reports filed with the
Securities and Exchange Commission. A copy of the latest filed Company's Annual
Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q,
as filed with the Securities and Exchange Commission and the New York Stock
Exchange, is available without charge upon request to Volt Information Sciences,
Inc., 560 Lexington Avenue, New York, New York 10022, 212-704-2400, Attention:
Shareholder Relations. These and certain other SEC filings are also available to
the public over the Internet at the SEC's website at http://www.sec.gov or at
the Company's website at http://www.volt.com in the Investor Information
section.