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 14, 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
14, 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 14, 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.



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                                    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 14, 2005          MEDICAL STAFFING NETWORK HOLDINGS, INC.



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


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                                  EXHIBIT INDEX



Exhibit No.       Description
- ----------        -----------
99.1              Press Release dated February 14, 2005

                                       4

EX-99.1

                                                                    Exhibit 99.1

   Medical Staffing Network Holdings, Inc. Will Not Present at the
            UBS 2005 Global Healthcare Services Conference

    BOCA RATON, Fla.--(BUSINESS WIRE)--Feb. 14, 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 will be unable to attend and
present at the UBS 2005 Global Healthcare Services Conference. The
Company previously announced it was scheduled to present at 11 a.m. on
Wednesday, February 16, 2005.

    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.

    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.

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