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) May 27, 2004

TEAMSTAFF, INC.
(Exact name of Registrant as specified in charter)

New Jersey				0-18492				22-1899798
(State or other jurisdiction of incorporation)				(Commission File Number)				(IRS Employer Identification No.)

300 Atrium Drive, Somerset, N.J.				08873
(Address of principal executive offices)				(Zip Code)

Registrant's telephone number, including area code (732) 748-1700

(Former name or former address, if changed since last report.)

Item 7:    Financial Statements, Pro Forma Financial Information and Exhibits.

(a)	Financial Statements.

None

(b)	Pro Forma Financial Information

None

(c)	Exhibits.

The following exhibit is filed herewith:

Exhibit No.	Description

99.1	Investor Presentation

Item 9:    Regulation FD Disclosure.

The slides attached as Exhibit 99.1 to this Form 8-K have been included in TeamStaff, Inc.'s investor relations presentations as of May 27, 2004. The full slide presentation is available in the "Investor Relations" section on our website at www.teamstaff.com.

The information in this report (including Exhibit 99.1) is furnished pursuant to Item 9 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD. The furnishing of the slide is not intended to, and does not, constitute a determination or admission by TeamStaff that the information in the slide is material or complete, or that investors should consider this information before making an investment decision with respect to any security of TeamStaff.

This Current Report on Form 8-K includes forward-looking statements and assumptions, which reflect the registrant's current view with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from historical and anticipated results. Specifically, the reported values of the registrant's community development assets are based on projected events, including price growth, sales pace and expected costs. The words "believe," "expect," "anticipate," "hypothetical" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. The registrant undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a discussion of certain factors that could cause actual results to differ materially from historical or anticipated results, the registrant's Form 10-K for the year ended September 30, 2003 and Form 10-Q for quarters ended December 31, 2003 and March 31, 2004.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 27, 2004                                                        TEAMSTAFF, INC.

(Registrant)

By: /s/ Edmund C. Kenealy
Edmund C. Kenealy,
Vice President, General Counsel
and Secretary

EX-99.1

Investment Community Presentation
May 2004

Forward-Looking Statements

This presentation contains "forward-looking statements" as defined by the Federal
Securities Laws.  TeamStaff's actual results could differ materially from those described
in such forward-looking statements as a result of certain risk factors, including but not
limited to: (i) regulatory and tax developments; (ii) changes in direct costs and operating
expenses; (iii) the estimated costs and effectiveness of capital projects and investments in
technology infrastructure; (iv) ability to effectively implement its business strategies
including, but not limited to, its new business strategy for its temporary medical staffing
division, and operating efficiency initiatives; (v) the effectiveness of sales and marketing
efforts, including TeamStaff’s marketing arrangements with other companies; (vi)
changes in the competitive environment in the temporary staffing, permanent placement
and payroll processing industries; (vii) dependence upon key personnel; and (viii) other
one-time events and other important factors disclosed previously and from time to time in
TeamStaff's filings with the U.S. Securities and Exchange Commission.  These factors
are described in further detail in TeamStaff’s filings with the U.S. Securities and
Exchange Commission.

Overview Of TeamStaff

Top 3 in Segment

$58 Million Revenue

in Fiscal ‘03

HealthCare
Staffing Industry

Allied Health
Travel Segment

$5 Million Revenue

34% EBITDA

in Fiscal ‘03

Payroll Industry

Construction
Segment

TeamStaff is a 35-year-old leader in two attractive market
segments: Healthcare staffing and
payroll administration services

Our Turnaround Strategy/Agenda

New top management team

Divested lower-margin PEO operations

Focusing on higher-margin healthcare staffing

Expanding sales force and relationship selling

Cultivating large hospital relationships – VIP
Program as differentiator

Expanding allied and travel nursing business via
acquisitions and alliances

Restructuring and lowering operating costs

The Management Team

T. Kent Smith, President & CEO

Former SVP, Norrell Corporation ($1.4 billion public staffing company;
350 branches and 450 client sites)

Served as VP Finance and Strategic Planning; VP, CIO, and SVP,
Service Operations

Took Norrell public in 1994, along with CEO and EVP; resulted in 13
straight quarters of hitting earnings targets

Former President, The HoneyBaked Ham Company and CEO of Heavenly
Ham

Turned around 2000 loss of $3.7 million to $5.6 and $6.6 million in
2001-2

Doubled sales of $125 million to $250 million, and locations from 100
to 350

Acquired largest competitor adding $85 million and 200 locations

The Management Team

Rick Filippelli, CFO

26 years of financial accounting experience

Former CFO of Rediff, A publicly-traded small cap information
technology company

Former CFO of $2 billion insurance subsidiary of GE Capital

“Big 4” public accounting experience

Certified Public Accountant

Tim Nieman, President, TeamStaff Rx

16 years staffing experience: Norrell and Spherion - $3 billion entity

Former SVP of Vendor Management/Technology

Multiple-channel, multiple-geography sales management background

Sale Of PEO

Benefits To TeamStaff

Provided $7.0MM of cash in 1Q ’04

Escrow release of $2.25 MM additional cash in 3Q ’04

Potential return of $5 MM workers’ compensation premiums
as program runs-off

Will free up receivables or cash used as collateral to support
workers’ compensation program

Reduces earnings volatility associated with PEO

Enables management to focus on growing TeamStaff Rx
business

Healthcare Staffing
Industry Overview

$11.4 billion revenues in 2003

Grew 15% annually prior to 2003

High-growth industry due to aging population,

     shortages of skilled staff

10 largest firms
account for less than
one third of sector’s
revenue base

Industry Dynamics Are Very Attractive

U.S. population over 65 is
expected to grow over
14% by 2010, increasing
need for healthcare
services

Legislative mandates on
overtime and staffing
ratios increase shortage

Nursing
Supply/Demand
Imbalance

TeamStaff Rx Participates In Two High-Margin Healthcare
Staffing Industry Segments of an $11.4 Billion Industry

Med-Financial

5.6%

Locum Tenens

(Physicians)

8.3%

TravelNurses

13.9%

Source: Staffing Industry Report

Per Diem

  Nurses

59.7%

Allied (Travel &

Per Diem)

12.5%

TSTF-20%

TSTF-80%

TeamStaff Rx Is the Third Largest Allied
Healthcare Provider

Nurse

Allied

Medical Staffing Network (MRN)

InteliStaff/StarMed Healthcare (Merging)

Favorite Nurses

Nursefinders

Cross Country (CCRN)

AMN HealthCare

    (AHS)

Intelistaff/StarMed

    (Merging)

US Nursing

CompHealth

Club Staffing

TeamStaff Rx (TSTF)

Per Diem

(Hourly & Daily)

Travel

Travel & Per Diem

TeamStaff Rx Is the Third Largest Allied
Healthcare Provider

There Are Three Major Healthcare Staffing Industry Trends,
Repeating The 1990s Clerical/Light Industrial Staffing Experience

Roll-up potential early

Acquisition possibilities

Alliances struck

Larger providers benefit                     
and survive

Purchase additional
service offerings to reach
critical mass for selling
Vendor Management;

Purchases to add scale to
leverage infrastructures;

Roll-ups begin; and finally

Purchases to realize Top 5
size objectives

Travel Nursing adding Travel Allied and vice versa;

‘Per Diem’ firms adding Travel and vice versa;

Later, Med-Financial and Locum Tenens added

Narrowing to about 10
Providers;

Then to 3-5 Providers;

In some cases, down to 1

Timeframe: minimum 3-5
years, possibly faster

Industry Consolidation

One-Stop

Shopping

Vendor Consolidation

TeamStaff Rx Growth Initiatives

Forge alliances (e.g., PPR Travel and
Nursefinders) and pursue complementary
acquisitions

Expand sales force and relationship selling

Emphasize VIP to capitalize on vendor  
consolidation trend

In Hospitals, The ‘Rules of the Game’ are Changing
For Healthcare Staffing Providers . . .

Government Hospitals

HCSP 2

Cancer Centers

Hospital Derivatives

Imaging Centers

Hospitals

HCSP 3

………

HCSP 40

HCSP 39

Rx

HCSP 4

And TeamStaff Rx Must Participate As An
Intermediary/Vendor Manager . . .

Cancer Centers

Hospital Derivatives

Imaging Centers

Hospitals

HCSP 5

HCSP 6

HCSP 4

GPO’s

Vendor

Neutrals

     State

Association

TeamStaff

Rx

Government Hospitals

Hospital-

owned

HCSP’s

                      . . . as well as a subcontractor for Allied

“Beyond Compare”: TeamStaff Rx Trade Advertising Campaign

Cost-Containment Model

Saves 5% to 20%

Optimized Vendor

Management

Technologies

Automated ‘One-Click’

Reporting

Onsite & ‘Virtual’

Account Managers

Streamlined Procedures

& More

Construction industry niche market with client
retention in excess of 90%

FY’03 revenues $5.0 million with 34% EBITDA
margin

Expanding into new geographic territories

Services are now available through a user- friendly, online customer interface

*Excludes former CEO and CFO severance and supplemental retirement plan obligations

New Management Team, Investment in Sales and Marketing, Introduction of “VIP” Coupled

With an Improving Economy Will Drive TeamStaff’s Return to Profitability

Note: a presentation of the most directly comparable financial measures calculated and presented in accordance with GAAP and a reconciliation of the differences between the non-GAAP
financial measures presented above and the most directly comparable financial measures calculated and presented in accordance with GAAP are available at the investor relations section of our
web site: www.teamstaff.com.

Revenues

($MM)

$16.4

$14.7

$13.4

Payroll

Rx

2 Qtr

3 Qtr

4 Qtr

EBITDA

($MM)

$0.1

$0.1

Rx

Payroll

Corporate*

($0.7)

2 Qtr

3 Qtr

4 Qtr

1 Qtr

Continuing Operations:
Quarterly Revenues/EBITDA

2 Qtr

2 Qtr

$8.8

($0.8)

Fiscal ’03

Fiscal ’03

$9.8

1 Qtr

Fiscal ’04

($0.2)

Fiscal ’04

Revenues

($MM)

$69.0

$79.8

$62.8

Payroll

Rx

‘01

‘02

‘03

EBITDA

($MM)

$5.6

$4.8

$0.6

Rx

Payroll

Corporate*

‘01

‘02

‘03

Continuing Operations:
Fiscal Years ’01-’03

*Excludes former CEO and CFO severance and supplemental retirement plan obligations

Note: a presentation of the most directly comparable financial measures calculated and presented in accordance with GAAP and a reconciliation of the differences between the

non-GAAP financial measures presented above and the most directly comparable financial measures calculated and presented in accordance with GAAP are available at the

investor relations section of our web site: www.teamstaff.com.

Balance Sheets

1.2

1.9

Restricted Cash

9/30/03

Total Current Assets

$60.6

$42.6

Total Liabilities and Stockholders’ Equity

35.1

32.3

Stockholders’ Equity

25.5

10.3

Total Liabilities

16.4

2.5

Liabilities Held for Sale

1.8

1.4

Other Liabilities

$7.3

$6.4

Current Liabilities

4.9

3.2

Accounts Receivable

$60.6

$42.6

Total Assets

22.4

1.1

Assets Held For Sale

15.5

17.5

Other

5.9

5.9

Intangibles

1.2

1.1

Fixed Assets, Net

15.6

17.0

1.5

3.5

3.7

5.0

Prepaid Workers’ Compensation

$4.3

$3.4

Cash

3/31/04

(unaudited)

Other Current Assets

($MM)

Long-term growth of Healthcare Staffing

Economy and job creation to return

Alliance potential with Nursing firms

Sales force expansion and relationship selling

Vendor consolidation benefits: Subcontractor & VIP
Sales

Liquidity available for Allied acquisitions to strengthen #3 position

Experienced staffing management team who understands the industry dynamics

Summary Of Strategic Objectives And

Why To Invest In TeamStaff

TeamStaff Inc.
Reconciliation of income/(loss) from operations to EBITDA before SERP & Severance
Fiscal years 2001, 2002 & 2003
($ in 000's)

				2001				2002				2003
EBITDA before SERP & Severance				$	5,560			$	4,825			$	551
Depreciation					(379	)			(198	)			(328	)
Fee Income					(669	)			(886	)			(502	)
(Loss)/Income from operations before SERP & Severance					4,512				3,741				(279	)
SERP & Severance (a)					—				—				(2,517	)
Income/(Loss) from operations				$	4,512			$	3,741			$	(2,796	)

(a)	Relates to TeamStaff's former CEO & CFO additional cost associated from SERP & severance cost

(b)	2003 Income/(loss) from operations adjusted from numbers originally reported due to reclass of certain items to discontinued operations.

TeamStaff Inc.
Reconciliation of income/(loss) from operations to EBITDA before SERP & Severance
Fiscal year 2003 and 2004 by Quarter
($ in 000's)

				2003																				2004
				1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Total Year				1st Qtr				2nd Qtr
EBITDA before SERP & Severance				$	566			$	109			$	62			$	(186	)		$	551			$	(671	)		$	(755	)
Depreciation					(74	)			(77	)			(86	)			(91	)			(328	)			(73	)			(115	)
Fee Income					(163	)			(110	)			(120	)			(109	)			(502	)			(68	)			(48	)
(Loss)/Income from operations before SERP & Severance					329				(78	)			(144	)			(386	)			(279	)			(812	)			(918	)
SERP & Severance (a)					—				(1,102	)			(1,415	)			—				(2,517	)			(105	)			(158	)
Income/(Loss) from operations				$	329			$	(1,180	)		$	(1,559	)		$	(386	)		$	(2,796	)		$	(917	)		$	(1,076	)

(a)	Relates to TeamStaff's former CEO & CFO additional cost associated from SERP & severance cost

(b)	2003 Income/(loss) from operations adjusted from numbers originally reported due to reclass of certain items to discontinued operations.