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): June 3, 2008

MEDICAL STAFFING NETWORK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-31299	65-0865171
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

901 Yamato Road, Suite 110, Boca Raton, FL 33431

(Address of Principal Executive Office) (Zip Code)

(561) 322-1300

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, If Changed Since Last Report.)

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 3, 2008, the stockholders of Medical Staffing Network Holdings, Inc. (the “Company”) approved an amendment to the Medical Staffing Network Holdings, Inc. 2001 Stock Incentive Plan (the “Amendment”) at the Company’s 2008 Annual Meeting of Stockholders. The purpose of the Amendment was to increase by 500,000 the aggregate number of shares of common stock available for issuance under the Plan to an aggregate of 3,274,499 shares of common stock. The foregoing summary description of the Amendment is qualified in its entirety by reference to the actual terms of the Amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Second Amendment to the Medical Staffing Network Holdings, Inc. 2001 Stock Incentive Plan.

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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.

Date: June 3, 2008	MEDICAL STAFFING NETWORK HOLDINGS, INC.
	By:	/s/ Kevin S. Little
		Kevin S. Little
		President and Chief Financial Officer

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Exhibit Index

Exhibit No.	Exhibit Description
10.1	Second Amendment to the Medical Staffing Network Holdings, Inc. 2001 Stock Incentive Plan.

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EX-10.1

SECOND AMENDMENT TO THE

MEDICAL STAFFING NETWORK HOLDINGS, INC.

2001 STOCK INCENTIVE PLAN

WHEREAS, Medical Staffing Network Holdings, Inc. (the “Company”) currently maintains and sponsors the Medical Staffing Network Holdings, Inc. 2001 Stock Incentive Plan (the “Plan”); and

WHEREAS, Section 15(a) of the Plan provides that the Board of Directors of the Company (the “Board”) may amend the Plan at any time; and

WHEREAS, the Board has determined it to be in the best interests of the Company to amend the Plan as hereinafter set forth.

NOW, THEREFORE, pursuant to the authority reserved to the Board, the Plan is hereby amended as follows:

1. Effective as of the date of approval by the Company’s shareholders owning a majority of the Company’s outstanding common stock, par value $.01 per share, Section 4(a) is amended by deleting it in its entirety and replacing it with the following:

a) “Share Reserve. Subject to Section 9 hereof relating to adjustments, the total number of shares of Stock which may be granted pursuant to Awards hereunder shall not exceed, in the aggregate, 3,274,499 shares of Stock”.

2. Except as modified by this Second Amendment, all of the terms and conditions of the Plan shall remain valid and in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Company, has executed this instrument as of the 3^rd day of June 2008, on behalf of the Board.

MEDICAL STAFFING NETWORK HOLDINGS, INC.
By:	/s/ Kevin S. Little
	Kevin S. Little
	President and Chief Financial Officer