SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

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                                   FORM 8-K

                                CURRENT REPORT

                      Pursuant to Section 13 or 15 (d) of
                      the Securities Exchange Act of 1934

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               Date of Report (Date of Earliest Event Reported):

                                January 25, 2001

                       Modis Professional Services, Inc.
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            (Exact name of registrant as specified in its charter)

       Florida                        0-24484                   59-3116655
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(State of Incorporation)      (Commission file number)         (IRS Employer
                                                            Identification No.)

                  1 Independent Drive, Jacksonville, FL 32202
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          (Address of principal executive office including zip code)

                                (904) 360-2000
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                        (Registrant's telephone number)


ITEM 5. Other Events

The Company  has adopted the 2001  Voluntary  Stock  Option  Exchange  Plan (the
'Option  Exchange  Plan') in an effort to improve the  retention  and  incentive
aspects of the  Company's  Amended  and  Restated  1995 Stock  Option  Plan (the
'Plan'),  and to  provide a  mechanism  to return  shares to the Plan for future
issuance.  All current employees who have received options under the Plan or who
received special grants outside the Plan since the Plan was adopted are eligible
to participate in the Option  Exchange Plan. The Option Exchange Plan will allow
eligible option holders to voluntarily  cancel existing  options in exchange for
new  options  to be issued no  earlier  than six  months  and one day  following
termination  of existing  options.  Vested  options that are  cancelled  will be
re-granted on a one-for-one  basis and will be completely  vested upon re-grant.
Unvested  options that are cancelled  will be re-granted on a one-for-two  basis
and will vest in equal  annual  installments  over a three year  period from the
date of re-grant.  There are currently  approximately  13.5 million options that
may be cancelled  and  re-granted  under the Option  Exchange  Plan at a current
average exercise price of $13.70.

The Option  Exchange  Plan was approved by the  Compensation  Committee  and the
non-employee  members of the Board of Directors.  The Company expects the Option
Exchange  Plan to be  completed  by  mid-August.  The Company does not expect to
incur any accounting charges in connection with the Option Exchange Plan.


                                  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, thereunto duly authorized.

                                    Modis Professional Services, Inc.


January 25, 2001                          By: /s/ Robert P. Crouch
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Date                                    Robert P. Crouch, Senior Vice President
                                        and Chief Financial Officer