8-K

                                  UNITED STATES
                       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 8, 2005



                     MEDICAL STAFFING NETWORK HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)



           Delaware                       1-31299                 65-0865171
           --------                       -------                 ----------
(State or other jurisdiction of  (Commission File Number)       (IRS Employer
        incorporation)                                      Identification No.)

                901 Yamato Road, Suite 110, Boca Raton, FL 33431
                ------------------------------------------------
                    (Address of principal executive offices)

        Registrant's telephone number, including area code: 561-322-1300
                                                            ------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

     |_| Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.  Regulation FD Disclosure

     The registrant is attaching a copy of a press release dated February 8,
2005, as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

               (a)  Not Applicable.

               (b)  Not Applicable.

               (c)  Exhibits:

                    99.1   Press Release dated February 8, 2005.

Limitation on Incorporation by Reference

     In accordance with General Instruction B.2 of Form 8-K, the information in
this report (including the exhibit) is furnished pursuant to Item 7.01 and shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to liabilities of that
Section, unless we specifically incorporate it by reference in a document filed
under the Securities Act of 1933 or the Securities Exchange Act of 1934. The
filing of this Current Report on Form 8-K is not an admission as to the
materiality of any information in this report that is required to be disclosed
solely by Regulation FD.

                                    SIGNATURE

     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.



Date:  February 8, 2005                MEDICAL STAFFING NETWORK
                                       HOLDINGS, INC.



                                       By: /s/ Larry McPherson
                                           -------------------------------------
                                           Larry McPherson
                                           Chief Financial Officer

                                       3

                                  EXHIBIT INDEX

Exhibit No.       Description

99.1              Press Release dated February 8, 2005.

                                       4

EX-99.1

                                                                    Exhibit 99.1

Medical Staffing Network Holdings, Inc. to Present at the UBS 2005 Global
Healthcare Services Conference

    BOCA RATON, Fla.--(BUSINESS WIRE)--Feb. 8, 2005--Medical Staffing
Network Holdings, Inc. (NYSE:MRN), a leading healthcare staffing
company and the largest provider of per diem nurse staffing services
in the nation, announced today that it is scheduled to make a
presentation on Wednesday, February 16, 2005, at 11:00 a.m. Eastern
Time at the UBS 2005 Global Healthcare Services Conference being held
February 14-16, 2005, at The Plaza in New York City, New York.
    Kevin Little, president and chief operating officer, and
Larry McPherson, chief financial officer, of Medical Staffing Network
Holdings, Inc., will provide an overview of Medical Staffing Network's
business, followed by a question and answer session.
    The Company also announced that a live broadcast of its conference
presentation will be available on Wednesday, February 16, 2005, at
11:00 a.m. Eastern Time. To access the broadcast, as well as the
Company's slide presentation for the conference, listeners should go
to the Investor Relations section of the Company's website,
http://www.msnhealth.com approximately 15 minutes prior to the event
to register and download any necessary software, Microsoft Media
Player or RealPlayer. For those unable to hear the live broadcast,
a replay will be available after the presentation for 30 days at the
same website address.

    Company Summary

    Medical Staffing Network Holdings, Inc. is the largest provider of
per diem nurse staffing services in the United States. The Company
also provides travel nurse staffing services and is a leading provider
of allied health professionals, including radiology specialists,
diagnostic imaging technicians and clinical laboratory technicians.

    The Company's presentation will contain statements that are
forward-looking in nature. Statements that are predictive in nature,
that depend upon or refer to future events or conditions or that
include words such as "expects," "anticipates," "intends," "plans,"
"believes," "estimates," and similar expressions are forward-looking
statements. These statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results and
performance to be materially different from any future results or
performance expressed or implied by these forward-looking statements.
These factors include the following: our ability to stabilize the
reduction in revenue, our ability to attract and retain qualified
nurses and other healthcare personnel, the Company's ability to enter
into contracts with healthcare facility clients on terms attractive to
the Company, the functioning of our information systems, our ability
to capitalize on the recent vendor on premise and vendor management
services trends, the potential impact of JCAHO certification on the
Company and the industry, the effect of existing or future government
regulation and federal and state legislative and enforcement
initiatives on our business, our clients' ability to pay us for our
services, the effect of liabilities and other claims asserted against
us, the effect of competition in the markets we serve, the Company's
ability to carry out its business strategy and the demand for
temporary nurses. Additional information concerning these and other
important factors can be found within the Company's filings with the
Securities and Exchange Commission. Statements in the presentation
should be evaluated in light of these important factors. Although we
believe that these statements are based upon reasonable assumptions,
we cannot guarantee future results. Given these uncertainties, the
forward-looking statements discussed in the presentation might not
occur.

    CONTACT: Medical Staffing Network Holdings, Inc., Boca Raton
             Robert J. Adamson, 561-322-1303