SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                   For the Fiscal Year Ended NOVEMBER 30, 1995
                                       OR
              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

               For the transition period from _______ to _________
                         Commission File Number 0-11781

                        HOSPITAL STAFFING SERVICES, INC.
             (Exact name of registrant as specified in its charter)

          FLORIDA                                           59-2150637
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                          Identification Number)

                      6245 NORTH FEDERAL HIGHWAY, SUITE 400
                       FORT LAUDERDALE, FLORIDA 33308-1900
                    (Address of principal executive offices)
                                 (954) 771-0500
               Registrant's telephone number, including area code

           Securities registered pursuant to Section 12(b) of the Act:

   Title of Each Class                 Name of each exchange on which registered
Common Stock $.001 par value                      New York Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of Class)


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_  No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405
of Regulation S-K (ss. 229.405 of this Chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K/A or any amendment to this Form 10-K/A. [ ]

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant at February 29, 1996 was $12,249,028.

         As of February 29, 1996, 6,349,770 shares of common stock, par value
$.001 per share, were outstanding.

                                        1

<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

THE FOLLOWING TABLE SETS FORTH CERTAIN INFORMATION CONCERNING DIRECTORS AND
EXECUTIVE OFFICERS OF THE COMPANY:

<TABLE>
<CAPTION>
Name                                Age               Position with Company
----                                ---               ---------------------
<S>                                <C>                <C>
Ronald A. Cass(3)                   50                Chairman of the Board of Directors, Chief
                                                      Executive Officer, President and Treasurer

Ronald G. Huneycutt                 52                Vice President of Finance and Chief Financial
                                                      Officer

Jeffrey A. Barnhill                 39                Senior Vice President of Health Services and
                                                      Director of Medicare Reimbursement

Jay Gershberg                       57                Senior Vice President of Ancillary Services 
                                                      and President of The Travel Nurse Group

Robert B. Fields(1,2,3)             58                Director

William F. McConnell(1)             55                Director

Hector L. Ziperovich, M.D.(2)       41                Director

</TABLE>

--------

(1)    Member of the Audit Committee
(2)    Member of the Compensation and Stock Option Committee
(3)    Member of the Nominating Committee


                                        2

<PAGE>




         Directors are elected for a term that expires at the next annual
meeting of the Company's shareholders. Officers are elected by and serve at the
pleasure of the Board of Directors, subject to the terms of employment
contracts, if any, between the Company and any such officer. There are no family
relationships between any director or executive officers of the Company.

Officers and Directors

         Ronald A. Cass founded the Company in 1981 and has been Chairman of the
Board since March 1982, Chief Executive Officer from April 1989 to the present,
President from March 1982 to April 1989 and December 1992 to the present,
Secretary from December 1992 to May 1993, Chief Financial Officer from April
1986 to April 1989, Treasurer from November 1995 to the present and Acting Chief
Financial Officer from May 1995 through January 1996.

         Ronald G. Huneycutt is a Certified Public Accountant and joined the
Company as Vice President of Finance and Chief Financial Officer in February
1996. Mr. Huneycutt served as Vice President of Finance and Development for
Neonatology Certified, Inc., Plantation, Florida, since November 1993.
Neonatology Certified provides physician and neonatal nurse staffing for
hospitals. From December 1991 through April 1993, Mr. Huneycutt held the
position of Vice President of Finance for SurgiCare America, Inc. which owned
and managed outpatient surgery centers. Mr. Huneycutt joined the auditing and
consulting firm of Coopers & Lybrand, LLP in 1974 and was admitted to the
partnership in 1982. He served as the partner-in-charge of health care services
for South Florida until his departure in 1991. Mr. Huneycutt earned a B.S. in
Commerce from the University of Virginia in 1974.

         Jeffrey A. Barnhill has served as Senior Vice President of Health
Services since September 1995. Mr. Barnhill joined the Company in October 1994
as Director of Reimbursement and was appointed Vice President, Operations in
February 1995. Mr. Barnhill has over fifteen (15) years experience in financial
and operations management in the health care field. From October 1992 until his
employment by the Company, Mr. Barnhill was a principal of O. P. Medical
Consultants, Inc., a health care financial and operations consulting firm. From
July 1990 to September 1992 Mr. Barnhill was Chief Financial Officer and Chief
Operating Officer for Omni Medical Management, Inc., which managed a 35 member
physician multi-specialty group, a home care company, a DME company and a
staffing company. From August 1989 to June 1990 Mr. Barnhill was the Director of
Reimbursement with Florida Medical Center, a 400 plus bed acute care and
rehabilitation facility. He was also the controller for Florida Medical Center's
affiliate companies. Mr. Barnhill earned his M.B.A. (Health Care Management)
from Nova University and his B.A.B.A. (Accounting) from Rollins College.

         Jay Gershberg has served as Senior Vice President of Ancillary Services
and President of Travel Nurse Operations, Inc. since September 1995. Mr.
Gershberg joined the Company in November 1984 as President of HSS Associates,
Inc., the Company's then executive search division. In his over eleven (11)
years of service to the Company Mr. Gershberg has served in several other key
executive positions. From December 1980 until his employment with the Company,
Mr. Gershberg was Executive Vice President and a minority-interest owner of
Medical Recruiters of America, Inc. Prior thereto, Mr. Gershberg was employed
approximately fifteen (15) years in various sales and management positions with
CIBA Geigy Pharmaceuticals,


                                        3

<PAGE>



Inc. Mr. Gershberg received his B.S. degree from Long Island University.


         Robert B. Fields was elected to the Company's Board of Directors
effective July 1995. He is President of Tradestar Ltd., a New York City based
financial and management consulting firm. Since November 1992 Mr. Fields has
been Chairman and Chief Executive Officer of Associates for Managed Care, Inc.,
a provider of cost containment and preventative social intervention services to
the managed care industry. From August 1991 through September 1992 Mr. Fields
served as a director on the Board of Flight International Group, Inc. of Newport
News, Virginia, an aviation services company performing military training
services using specially modified aircraft. From September 1991 to November
1991, Mr. Fields was President, Chief Executive Officer and a Director of
L'Express, Inc., an interstate regional airline based in New Orleans. From
January 1987 through June 1988, Mr. Fields was Executive Vice President of
American Finance Group, Inc., an equipment leasing and asset management company
headquartered in Boston. Mr. Fields is on the Board of Directors of Printron,
Inc., Albuquerque, NM, and an advisory director of Quadra Interactive, Inc. of
Carlsbad, CA.

         William F. McConnell was elected to the Company's Board of Directors in
1986. Since 1994 Mr. McConnell has served as a Managing Partner of Emerald
Capital Services, Inc., a consulting firm offering management and financial
services to small public companies. From 1991 through 1993, Mr. McConnell was
Chairman of the Board, Chief Operating Officer and Vice President of Dollar Time
Group, Inc., a publicly-held national discount retail chain. On July 24, 1995
Dollar Time Group, Inc. filed for bankruptcy protection under Chapter 11 of the
Federal Bankruptcy laws. From 1987 through 1992, Mr. McConnell was the
President of Travel Data & Marketing, Inc., an international travel research
firm with offices in Rome, Paris, London and Zurich.

         Hector Luis Ziperovich, M.D. was elected to the Company's Board of
Directors in February 1992. Since January 1993, Dr. Ziperovich has been the
Company's National Medical Director. From November 1990 to January 1992, Dr.
Ziperovich was Medical Director of Mediflex Acute Staffing Services, a home
health agency, the assets of which were acquired by the Company in January 1992.
Since 1987, Dr. Ziperovich has served as Medical Director of HLZ Acute Dialysis
Service and Clinica Medica del Pueblo (Multi-Specialty Clinic), both of which
are located in Montebello, California. Dr. Ziperovich is a licensed and
practicing physician in the State of California.

         No director, officer, affiliate, beneficial owner of more than 5% of
the Company's common stock or associate of any of the foregoing is a party
adverse or has a material interest adverse to the Company or its subsidiaries.


Committees of the Board of Directors;
Board and Committee Meetings

         As permitted by the By-Laws of the Company, the Company has several
standing committees, including an Audit Committee, a Compensation and Stock
Option Committee and a Nominating Committee.


                                        4

<PAGE>



         The Audit Committee consists of Robert B. Fields and William F.
McConnell. The Audit Committee's responsibilities are to (i) recommend and
appoint the Company's independent auditors; (ii) review the audit report and
management letter; (iii) consult with the Company's auditors regarding the
adequacy of internal controls; and (iv) review such other matters and member
committees as deemed appropriate.

         The Compensation and Stock Option Committee consists of Robert B.
Fields and Hector L. Ziperovich, M.D. The Committee's responsibilities are to
(i) approve compensation philosophy and guidelines for directors and executive
officers and (ii) recommend to the full Board of Directors compensation for the
directors and executive officers, including determining bonus compensation,
awarding option grants and determining other benefits.

         The Nominating Committee consists of Ronald A. Cass and Robert B.
Fields. The Nominating Committee has the power and authority to select a slate
of candidates for directorships with the Company.

Compliance with Section 16 (a) of the Securities Exchange Act of 1934, As
Amended

         Section 16 (a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than 10% of a registered class of the Company's equity securities
(collectively "insiders"), to file with the Securities and Exchange Commission
and the New York Stock Exchange initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
These insiders are required by Securities and Exchange Commission regulations
to furnish the Company with copies of all Section 16 (a) forms they file,
including Forms 3, 4 and 5.

         Based solely on a review of copies of such reports furnished to the
Company or written representations that no such reports were required and on
other information that has come to the Company's attention, the Company believes
that, during fiscal year 1995, all filing requirements under Section 16(a) of
the Securities and Exchange Act of 1934 applicable to its officers, directors
and greater than 10% beneficial owners were complied with except as follows: Mr.
McConnell and Dr. Ziperovich each received a stock option grant in 1992 and 1995
and did not timely report these two grants on a Form 4 or Form 5; Mr. Fields
received two stock option grants in 1995 and did not timely report these grants
on a Form 4 or Form 5 and effected one open market purchase in 1995 and did not
timely report that purchase on a Form 4; Mr. Cass received two option grants,
one each in 1992 and 1993 (and an existing option expired unexercised) and did
not timely report these grants and expiration on Form 4 or Form 5 and effected
one open market purchase in November 1995 and did not timely report that
purchase on a Form 4; Mr. Gershberg received two stock option grants, one in
1993 and one in 1995 (and an existing option was terminated unexercised) and did
not timely report these grants and termination on Form 4 or Form 5; Mr. Barnhill
became an officer of the Company in February 1995 and did not timely report this
event on Form 3, received a stock option grant in 1995 and did not timely report
this grant on a Form 4 or Form 5 and purchased shares in the open market in
November 1995 and did not timely report this purchase on a Form 4; and Peter S.
Busicchia became chief accounting officer in May 1995 and did not timely report
this event on Form 3 and received a stock option grant in 1995 (and an existing
option was terminated unexercised) and did not timely report this grant and
termination on Form 4 or Form 5. The officers and directors identified by the
Company in this paragraph as having delinquent filings under Section 16(a) have
each filed a late Form 5 to report any transaction for which he had a delinquent
filing.

                                        5

<PAGE>



ITEM 11.  EXECUTIVE COMPENSATION

         The following tables summarize all compensation accrued by the Company
for the fiscal years ended November 30, 1993, 1994 and 1995 for (i) the
Company's Chief Executive Officer; (ii) each other executive officer serving as
such at November 30, 1995 whose compensation during fiscal 1995 exceeded
$100,000; and (iii) each executive officer not serving as such at November 30,
1995 whose compensation during fiscal 1995 exceeded $100,000 (collectively, the
"named executive officers").


                                        6

<PAGE>




                              SUMMARY COMPENSATION

<TABLE>
<CAPTION>
                                                                                                 Long-Term
                                                      Annual Compensation                      Compensation
                                                      -------------------                      ------------
                                                                                          Options
Name and                                                                Other Annual      (Number       All Other
Principal Position               Year          Salary       Bonus       Compensation     of Shares)     Compensation
------------------               ----          ------       -----       ------------     ----------     ------------
<S>                              <C>          <C>          <C>            <C>               <C>          <C>        
Ronald A. Cass                   1995         $206,447     $30,000        $48,705(1)             -       $479,725(2)
Chief Executive Officer,         1994         $357,483           -        $58,979(1)             -              -
President and Treasurer          1993         $356,787           -        $60,659(1)        30,000              -

Warren A. Marmorstein            1995          $94,270           -         $9,143(3)             -       $183,750(4)
                                 1994         $200,858     $40,000        $96,656(3)             -              -
                                 1993         $191,478           -        $31,343(3)        50,000              -

Jeffrey A. Barnhill              1995         $107,468     $25,000        $15,054(5)         7,000              -
Senior Vice President of         1994                -           -              -                -              -
Health Services and              1993                -           -              -                -              -
Director of Medicare
Reimbursement

Jay Gershberg                    1995         $146,881     $19,517(6)     $16,639(7)         2,500              -
Senior Vice President of         1994         $133,086      $7,500        $20,664(7)             -              -
Ancillary Services and           1993         $126,033     $16,000        $26,751(7)        10,000              -
President of Travel Nurse
Group

</TABLE>


(1)      Includes payment in lieu of vacation taken (1995 - $16,919; 1994 -
         $29,531 and 1993 - $25, 774); automobile allowance and related
         insurance (1995 - $18,000; 1994 - $18,000 and 1993 - $20,813); health
         club benefits in 1995, 1994 and 1993; and various other types of
         insurance payments; health, disability and life.

(2)      Includes principal and interest paid to Mr. Cass during fiscal 1995 on
         a note issued to Mr. Cass in settlement of certain severance
         obligations plus offsets against the note due him for the purchase of
         the Company's Broward County HomeCare Operations and the liquidation of
         his employee loans (see "Employment and Other Agreements").

(3)      Includes payment in lieu of vacation taken (1995 - $4,792 and 1994 -
         $73,790); automobile benefits (1995 - $3,082; 1994 - $15,636 and 1993 -
         $23,516); health club benefits in 1995, 1994 and 1993; and various
         types of insurance payments; health and disability.

(4)      Represents payments to Mr. Marmorstein during fiscal 1995 on a note
         issued to Mr. Marmorstein in settlement of certain severance
         obligations due him by the Company (see "Employment and Other
         Agreements").

(5)      Includes payment in lieu of vacation taken (1995 - $3,097); automobile
         benefits (1995 - $5,558); health club benefits and various other types
         of insurance payments; health, disability and life.

(6)      Represents deferred bonuses from prior years.

(7)      Includes payment in lieu of vacation taken (1995 - $2,769 and 1994 -
         $7,730); difference between fair market value and purchase price of
         Company automobile (1993 - $11,900); automobile benefits (1995 -
         $9,000; 1994 - $9,000 and 1993 - $8,112); health club benefits in 1995,
         1994 and 1993; and various other types of insurance payments; health
         and disability.


                                        7

<PAGE>


Stock Option/Grants

         The following table sets forth certain information concerning grants of
stock options for each named executive officer in fiscal 1995:


<TABLE>
<CAPTION>
                          OPTION GRANTS IN FISCAL 1995

                                                                                                            Potential Realizable
                                      Number         % of Total                                                    Value at
                                      of Shares        Options         Exercise                              Assumed Annual Rate
                                      Underlying     Granted to         or Base                                of Stock Price
                                      Options        Employees in      Price Per        Expiration            Appreciation for
                                      Granted        Fiscal Year         Share             Date                  Option Term
                                      -------        -----------         -----             ----                  -----------
Name                                                                                                         5%             10%
----                                                                                                         --             ---
<S>                                  <C>                <C>              <C>              <C>            <C>             <C>    
Ronald A. Cass                           -                  -                -                -                -               -
Warren A. Marmorstein                    -                  -                -                -                -               -
Jay Gershberg                        2,500(1)            6.25%           $3.00            08-07-01        $7,538          $9,965
Jeffrey A. Barnhill                  7,000(2)           17.50%           $2.50            11-30-00       $20,101         $25,366

</TABLE>

(1) Fully vesting at August 7, 1996.
(2) Fully vested at November 30, 1995.


Option Exercises and Holdings

         The following table sets forth information with respect to the named
executive officers, concerning the exercise of options during the 1995 fiscal
year and unexercised options held as of the end of the fiscal year:

                   AGGREGATED OPTION EXERCISES IN FISCAL 1995
                     AND 1995 FISCAL YEAR-END OPTION VALUES




<TABLE>
<CAPTION>
                                                                                                                
                                                                                                                
                                                                                                                
                                                            NUMBER OF SECURITIES              VALUE OF UNEXERCISED 
                                       VALUE REALIZED      UNDERLYING UNEXERCISED             IN-THE-MONEY OPTIONS 
                         SHARES      (MARKET PRICE AT        OPTIONS AT FY END                AT FISCAL YEAR END(1) 
                        ACQUIRED        EXERCISE LESS    ----------------------------      ----------------------------
NAME                   ON EXERCISE    EXERCISE PRICE)   EXERCISABLE    UNEXERCISABLE      EXERCISABLE    UNEXERCISABLE
----                   -----------    ---------------   -----------    -------------      -----------    -------------
<S>                        <C>           <C>             <C>            <C>            <C>              <C>
RONALD A. CASS                 -               -           230,000             -                 -               -
WARREN A. MARMORSTEIN          -               -           100,000             -                 -               -
JAY GERSHBERG                  -               -            10,000         2,500                 -               -
JEFFREY BARNHILL               -               -             7,000             -                 -               -
</TABLE>


(1)      Value is calculated by subtracting the exercise price per share from
         the closing price per share on the New York Stock Exchange on November
         30, 1995 and multiplying by the number of shares subject to the option.



                                       8
<PAGE>



Employment and Other Agreements

         The Company has agreements with its named executive officers and others
which provide for severance and other benefits in the case of termination of
employment under various circumstances. The agreements in place with the
Company's named executive officers and others are as follows:

         Ronald A. Cass entered into a Termination and Benefits Agreement (the
"1991 Agreement") with the Company in 1991 which was modified by the terms of a
Settlement Agreement between the Company and Mr. Cass dated December 30, 1994
(the "Modification Agreement"). The 1991 Agreement entitled Mr. Cass to
severance benefits ranging from two to five years and to the acceleration of
vesting of options in the event of his termination or a change in control of the
Company. The actual severance period varied depending on whether the termination
was voluntary or involuntary, whether it was for cause or without cause and
whether it was in connection with a change of control.

         To eliminate the severance obligations of the Company in the 1991
Agreement, the Company and Mr. Cass entered into the Modification Agreement that
provided for the payment to Mr. Cass of $1.0 million and a reduction in Mr.
Cass' annual base salary from $330,000 per year to $175,000 per year. The $1.0
million payment was made by issuing Mr. Cass a note, payable in 55 monthly
installments of $13,000 plus interest at a rate equal to prime rate. The
remaining balance of $285,000 was satisfied by (i) setting off $100,000 owed to
the Company by Mr. Cass for advances made in prior years and (ii) setting off
the purchase price of $185,000 owed by Mr. Cass to the Company for the purchase
by Mr. Cass of the Company's Broward County private duty home health agency in
January 1995. (See "Certain Relationships and Related Transactions"). The
promissory note provides for acceleration of the balance due to be immediately
payable to the Chief Executive Officer upon the Company's default of a scheduled
monthly payment or upon a change in control of the Company, as defined.

         The Modification Agreement provides that Mr. Cass shall continue as an
at-will employee and be entitled 90 days' notice of termination or, to the
extent such notice is not given, payment of his base salary for up to 90 days.
In addition, upon termination of Mr. Cass' employment for any reason he shall be
entitled to receive all earned but unused vacation and, for one year, all
health, disability and life insurance benefits that he was receiving at the time
of termination. The Modification Agreement also provides that in the event of
Mr. Cass' death or disability, Mr. Cass' spouse and/or dependents are entitled
to receive health benefits for up to one year following such death or disability
and in the event of termination as a result of Mr. Cass' death, his estate shall
receive Mr. Cass' base salary for a 90 day period. Mr. Cass also agreed to
remain bound by the non-compete and confidentially provisions of the 1991
Agreement.

         Effective December 1, 1995 the Board of Directors agreed to increase
Mr. Cass' annual base salary to $250,000.

         Pursuant to an agreement between the Company and its former Chief
Financial and Administrative Officer, Warren A. Marmorstein, dated as of March
31, 1995, Mr. Marmorstein agreed to resign as an officer and employee of the
Company effective May 1, 1995 and agreed to a severance payment of $630,000
payable in 24 monthly installments through April 30, 1997 (the "1995
Agreement"). The 1995 Agreement was a modification to a Termination and Benefit
Agreement between Mr. Marmorstein and the Company dated November 1, 1993 (the
"1993 Agreement") pursuant to which Mr. Marmorstein was entitled to two year
severance payments (including bonuses) if he was terminated without cause and
one year severance payments (including bonuses) if he was terminated for cause
or he resigned voluntarily. As a result of the 1995 Agreement, Mr. Marmorstein's
unvested options relating to 16,667 shares of common stock became fully vested.
As a result, Mr. Marmorstein had fully vested options to purchase 100,000 shares
of common stock

                                        9

<PAGE>



at the time of his resignation. The 1995 Agreement provided that the period of
time for exercising such options be extended in accordance with the following
schedule:


                  50,000 options expire on November 28, 1997
                  16,667 options expire on October 6, 1998
                  16,667 options expire on October 6, 1999
                  16,667 options expire on October 6, 2000

The 1995 Agreement required Mr. Marmorstein to agree to a one-year
non-competition provision and to maintain the confidentiality of trade secrets
of the Company.

         Messrs. Jay L. Gershberg, Jeffrey A. Barnhill and Ronald G. Huneycutt
(collectively, the "Employees") each have entered into Employment Agreements
with the Company providing for a twelve month term, and automatically renewable
annually unless the Employee's employment is terminated as provided in the
Employment Agreements. Each of the Employment Agreements for Messrs. Gershberg
and Barnhill provide that, subject to the Employee complying with certain
non-competition provisions, in the event the Employee is terminated "without
cause" (as defined) he shall be entitled to one full year's base salary plus all
earned, but unused, vacation or if the Employee voluntarily terminates
employment within one year following a "change-in-control" (as defined) he shall
be entitled to (i) one full year's base salary plus all earned, but unused,
vacation, (ii) a pro rata share of a performance bonus for that year and (iii)
an auto allowance and all benefits existing at the date of termination for one
year. The Employment Agreement for Mr. Gershberg also provides for a death
benefit equal to 90 days of the Employee's base salary at the time of death and
for short term disability payments to the Employee equal to 180 days of base
salary. Mr. Huneycutt's Employment Agreement provides for three months severance
under the same terms and conditions stated above and provides additionally for
the grant of options to acquire 10,000 shares of the company's common stock at
$3.00 Per share, which was higher than the fair market value of a share of
common stock at the date of this Agreement.

         Mr. Gershberg's and Mr. Barnhill's Employment Agreements were effective
as of September 1, 1995 and Mr. Huneycutt's was effective as of February 1,
1996. The annual base salary provided for in each of the Employment Agreements
during the first twelve month term is $141,750, $130,000 and $117,500 for
Messrs. Gershberg, Barnhill and Huneycutt, respectively, plus an annual cash
payment for retirement benefits equal to 8% of their respective base salaries
and other benefits, including an automobile allowance and $100,000 of life
insurance.

Director Compensation

         During fiscal 1995, each of the Company's non-employee directors
received compensation of $750 per Board and Committee Meeting. In addition, in
lieu of an annual retainer amount of $2,500, each such director elected to
receive an option to acquire 10,000 shares of common stock of the Company with
an exercise price of $2.375 per share. Directors are also reimbursed for their
travel expenses in connection with such meetings. The total cash compensation
paid to directors for meetings in 1995 was approximately $17,376.


1983 Stock Option Plan

         The Company's 1983 Incentive Stock Option Plan, as amended (the "1983
Plan"), provided for the grant of options to purchase up to 300,000 shares of
Common Stock at an exercise price of not less than 100% of

                                        10

<PAGE>



the fair market value of the Company's Common Stock on the date of grant (110%
of fair market value in the case of an optionee who is the owner of greater than
10% of the outstanding shares).

         During the fiscal year ended November 30, 1995 no options were granted
or exercised under the 1983 Plan and none expired. At November 30, 1995, options
to purchase 17,250 shares were outstanding at an exercise price of $5.875 Per
share. These options are exercisable for up to ten years from the date of grant.
No options will be granted under the 1983 Plan in the future.

1990 Stock Option Plan

         In 1989, the Company adopted the 1990 Stock Option Plan (the "1990
Plan") which provides that options may be granted to purchase up to 770,000
shares of Common Stock. Options granted under the 1990 Plan are in the form of
either an incentive stock option ("ISO") qualified under Section 422 of the
Internal Revenue Code, a non-qualified stock option ("NSO") or a reload option
(a newly issued option to purchase shares of Common Stock equal in number to the
shares of Common Stock which may be tendered, in lieu of cash, to pay for the
exercise of options previously granted). The Company's Compensation and Stock
Option Committee determines which employees are awarded options under the 1990
Plan and the terms and vesting provisions of such options.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth Common Stock ownership information,
based on 6,349,770 shares of common stock outstanding as of February 29, 1996
with respect to (i) each person known to the Company to be the beneficial owner
of more than 5% of the Company's Common Stock, (ii) each director and named
executive officer of the Company and (iii) all directors and named executive
officers of the Company as a group. This information as to beneficial ownership
was furnished to the Company by or on behalf of the persons named. Unless
otherwise indicated, the business address of each person listed is 6245 North
Federal Highway, Suite 400, Fort Lauderdale, Florida 33308.

                                                Shares            Percent
                                              Beneficially          of
                                                Owned(1)          Class(2)

Ronald A. Cass                                 608,788(3)           9.6%
 Chairman of the Board,
 Chief Executive Officer,
 President and Treasurer

Jeffrey A. Barnhill                             17,200(4)             * (5)
 Senior Vice President, Health Services

Jay L. Gershberg                                10,000(6)             * (5)
 Senior Vice President, Ancillary Services
 President, Travel Nurse Group

Warren Marmorstein(7)                          100,000(8)           1.6%

Robert B. Fields                                10,740(9)             * (5)
 Director


                                       11

<PAGE>



William F. McConnell                             5,000(10)            * (5)
 Director

Hector Luis Ziperovich, M.D.                    15,000(11)            * (5)
 Director

All officers and directors                     781,728(12)         12.3%
 as a group (8 individuals)


The Taneja Group(13)                           356,800(14)          5.6%
NuMed Home Health Care, Inc.
6505 Rockside Road, Suite 400
Independence, OH  44131-2342

Heartland Advisors, Inc.                       860,400(15)         13.6%
790 Milwaukee Street
Milwaukee, WI  53202

Continental Stock Transfer                     700,000(16)         11.0%
 & Trust Company, Trustee 
2 Broadway, New York, NY  10014

(1)      Beneficial ownership has been determined in accordance with Rule 13d-3
         under the Securities Exchange Act of 1934, as amended ("Rule 13d-3")
         and unless otherwise indicated, represents shares for which the
         beneficial owner has sole voting and investment power, as of the date
         hereof. Stock options included are exercisable on February 29, 1996, or
         will be exercisable by April 30, 1996.

(2)      The percentage of class is calculated in accordance with Rule 13d-3 and
         assumes that the beneficial owner has exercised any options or other
         rights to subscribe which are currently exercisable within sixty (60)
         days and that no other options or rights to subscribe have been
         exercised by anyone else.

(3)      The total amount includes 359,288 shares of Common Stock held jointly
         by Mr. Cass and his wife, 7,000 shares held solely by Mr. Cass and
         options to purchase 242,500 shares of Common Stock held solely by Mr.
         Cass.

(4)      Includes options to purchase 17,000 shares of Common Stock.

(5)      Represents less than 1%.

(6)      Represents options to purchase 10,000 shares of Common Stock.

(7)      On May 1, 1995, Mr. Marmorstein resigned as the Company's Chief
         Financial and Administrative Officer, Senior Vice President, Treasurer
         and Secretary.

(8)      Represents options to purchase 100,000 shares of Common Stock.

(9)      Includes options to purchase 10,000 shares of Common Stock.


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(10)     Represents options to purchase 5,000 shares of Common Stock.

(11)     Includes options to purchase 5,000 shares of Common Stock and warrants
         to purchase 10,000 shares of Common Stock.

(12)     Includes options to acquire 15,000 shares of Common Stock.

(13)     The Taneja Group is a group of related shareholders who have joined
         together as a voting group.

(14)     As per Amended Schedule 13D filed with the Securities Exchange
         Commission by the Taneja Group on March 27, 1995.

(15)     As per Schedule 13G filed with the Securities Exchange Commission by
         Heartland Advisors, Inc. on February 9, 1996.

(16)     In July 1995, 700,000 shares of Company Common Stock were placed in
         escrow with Continental Stock Transfer & Trust Company, as Escrow
         Agent, pending the final approval of the Stipulation and Settlement
         Agreement (the "Stipulation") in connection with the settlement of a
         class action suit filed in the United States District Court for the
         Northern District of California styled Roe et al. v. Hospital Staffing
         Services, Inc. The Court has approved the Stipulation, and the shares
         will be distributed to the authorized claimants in accordance with the
         Stipulation. Undistributed shares will be voted by the Escrow Agent 
         in the same percentage as the holders of the remaining outstanding 
         Company shares are voted.



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         At the beginning of fiscal 1995, the Company had outstanding loans to
Ronald A. Cass, Chairman and Chief Executive Officer of the Company, of
approximately $100,000 which accrued interest at rates ranging from 6.5% to 8.0%
per annum. All funds advanced were for personal, non-business related purposes.
On January, 13, 1995, all loans were repaid to the Company via an offset to the
$1.0 million promissory note given him by the Company. (See Page 8).

         On January 13, 1995 certain fixed and intangible assets of the
Company's Broward County, Florida private duty home health agency were sold to
the Company's Chairman and Chief Executive Officer at their fair market value of
approximately $185,000. Payment of this amount to the Company was via an offset
to the $1.0 million promissory note given him by the Company. (See Page 8).

         The Company has outstanding loans to Warren Marmorstein, the Company's
former Chief Financial Officer, of approximately $53,000, which accrue interest
at rates ranging from 6.5% to 8.0% per annum. All funds advanced were for
personal non-business related purposes. Mr. Marmorstein is repaying his
obligation via a non-interest bearing promissory note to the Company in
installments of approximately $4,500 monthly. At November 30, 1995, the unpaid
balance due the Company was approximately $17,800.

         In 1992 the Company made a loan to William F. McConnell, an outside
director of the Company, of approximately $72,200, which accrues interest at the
rate of 8.0% per annum. All funds advanced were for personal non-business
related purposes. Mr. McConnell is repaying his obligation to the Company in
installments of approximately $4,900 monthly. At February 29, 1996, the unpaid
balance due the Company was $33,642.

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         In 1994, the Company began utilizing the services of Mr. McConnell as a
consultant. Such services included shareholder relations, evaluation of
strategic alternatives for the Company and other duties as assigned by the Chief
Executive Officer. The fees for such services were approximately $32,000 in
fiscal 1995.

         During 1995, the Company utilized the services of Dr. Hector L.
Ziperovich an outside director of the Company as its National Medical Director
and in July 1995 entered into a written contractual arrangement whereby the
Director would continue as the Company's Medical Director for an indeterminate
time or until the contract is terminated by either party. Such services include
utilization review, quality assurance, medical guidance, and compliance with all
clinically relevant Federal and State regulations. For the Fiscal Year 1995, the
fees for such services were approximately $42,000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS

         As referenced above, during 1995, Dr. Hector L. Ziperovich served as
National Medical Director for the Company.



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<PAGE>




                                    SIGNATURE

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Hospital Staffing Services, Inc. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.


HOSPITAL STAFFING SERVICES, INC.


By:  Ronald A. Cass                 Ronald A. Cass, Chairman of the Board, Chief
                                    Executive Officer, President and Treasurer
                                    Date: March 29, 1996


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<PAGE>



                                     PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

EXHIBIT NO.

10.11    Employment Agreement with Jay Gershberg dated September 1, 1995
         (Corrected)

10.12    Employment Agreement with Jeffrey A. Barnhill dated September 1, 1995
         (Corrected)

10.13    Employment Agreement with Ronald Huneycutt dated February 1, 1996
         (Corrected)

10.19    Termination and Benefits Agreement with Ronald A. Cass dated June 1,
         1991 (Incorporated by reference to Exhibit 10.15 to Registrant's
         Registration Statement on From S-1 (No. 33-42640)).

10.20    Termination and Benefits Agreement with Warren Marmorstein dated
         November 1, 1993. (Incorporated by reference to Exhibit 10.25 filed
         with the Registrant's Annual Report on Form 10-K for the fiscal year
         ended November 30, 1993).



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