SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q
                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

  (Mark One)
      [X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934

                 For the quarterly period ended March 31, 2000.

                                      or

      [ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934

            For the transition period from ________________ to__________________

                           Commission File No. 0-28148

                                         STAFF LEASING, INC.
                       (exact name of registrant as specified in its charter)

                Florida                                         65-0735612
     (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                         Identification No.)

      600 301 Blvd West, Suite 202
            Bradenton, FL                                          34205
(Address of principal executive offices)                         (Zip Code)

(Registrant's Telephone Number, Including Area Code):  (941) 748-4540


      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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date.

      Class of common stock                     Outstanding as of May 10, 2000
      ---------------------                     ------------------------------
      Par value $0.01 per share                          21,701,762


                                       1
<PAGE>
                              TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART I.           FINANCIAL INFORMATION
                                                                                     Page
                                                                                     ----
<S>                                                                                   <C>
      ITEM 1.   Financial Statements . . . . . . . . . . . . . . . . . . . . . . . .  3

         Condensed Consolidated Statements of Operations for the
           three months ended March 31, 1999 and 2000 (unaudited). . . . . . . . . .  3

         Condensed Consolidated Balance Sheets as of December 31, 1999 and March
           31, 2000 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

         Condensed Consolidated Statement of Changes in Shareholders' Equity for
                 the three months ended March 31, 2000 (unaudited) . . . . . . . . .  5

         Condensed Consolidated Statements of Cash Flows for the
           three months ended March 31, 1999 and 2000 (unaudited) . . . . . . . . . . 6

         Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . 7


      ITEM 2.   Management's Discussion and Analysis of Financial Condition
                 and Results of Operations  . . . . . . . . . . . . . . . . . . . .  10


PART II. OTHER INFORMATION

      ITEM 1.   Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . 13

      ITEM 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . 13


SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>


                                       2
<PAGE>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                      STAFF LEASING, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    UNAUDITED
<TABLE>
<CAPTION>
                                                                     FOR THE THREE MONTHS ENDED
                                                                              MARCH 31,
                                                                ----------------------------------
                                                                       1999              2000
                                                                ---------------   ----------------
                                                                        (in 000's, except
                                                                         per share data)
                                                                ----------------------------------
<S>                                                                  <C>                <C>
Revenues                                                             $ 647,341          $ 731,315
                                                                ---------------   ----------------
Cost of services:

   Salaries, wages and payroll taxes                                   587,215            663,710

   Benefits, workers' compensation, state
       unemployment taxes and other costs                               29,493             44,199
                                                                ---------------   ----------------
             Total cost of services                                    616,708            707,909
                                                                ---------------   ----------------
Gross profit                                                            30,633             23,406
                                                                ---------------   ----------------
Operating expenses:

   Salaries, wages and commissions                                      14,182             15,392

   Other general and administrative                                      6,180              7,435

   Depreciation and amortization                                         1,779              2,221
                                                                ---------------   ----------------
             Total operating expenses                                   22,141             25,048
                                                                ---------------   ----------------
Operating income (loss)                                                  8,492             (1,642)

Interest income, net                                                       534                956
Other non-operating expense                                                  -               (127)
                                                                ---------------   ----------------

Income (loss) before income taxes                                        9,026               (813)

Income tax provision (benefit)                                           3,412               (305)
                                                                ---------------   ----------------
Net income (loss)                                                    $   5,614         $     (508)
                                                                ===============   ================

Net income (loss) per share
   - Basic                                                           $     .26         $    (.02)
                                                                ===============   ================
   - Diluted                                                         $     .25         $    (.02)
                                                                ===============   ================

Weighted average common shares outstanding

   - Basic                                                              21,919            21,707
                                                                ===============   ================
   - Diluted                                                            22,412            21,708
                                                                ===============   ================
</TABLE>

            See notes to condensed consolidated financial statements.


                                       3
<PAGE>
                      STAFF LEASING, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                    UNAUDITED
<TABLE>
<CAPTION>
                                                                    December 31, 1999        March 31, 2000
                                                                 ----------------------   ----------------------
                                                                  (in $000's, except share and per share
                                                                                    data)
                            ASSETS
<S>                                                               <C>                      <C>
Current assets:
  Cash and cash equivalents                                       $     23,081             $     30,348
  Certificates of deposit - restricted                                   7,777                    7,781
  Marketable securities                                                 34,914                   47,794
  Accounts receivable, net                                              41,631                   42,437
  Other current assets                                                  11,494                    5,185
                                                                 ----------------------   ----------------------
         Total current assets                                          118,897                  133,544

Property and equipment, net                                             28,833                   26,915
Goodwill, net of accumulated amortization
  of $4,513 and $4,696, respectively                                    10,159                    9,975
Deferred income tax asset                                                1,950                    1,794
Other assets                                                             3,731                    3,683
                                                                 ----------------------   ----------------------
                                                                  $    163,570             $    175,912
                                                                 ======================   ======================

             LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accrued insurance premiums and health                           $    22,724              $    27,246
     reserves
  Accrued payroll and payroll taxes                                    35,574                   50,152
  Accounts payable and other accrued liabilities                       10,888                    6,003
  Income taxes payable                                                      -                      261
  Deferred income tax liability                                         8,770                    7,093
  Customer deposits and prepayments                                     3,523                    3,487
                                                                 ----------------------   ----------------------
         Total current liabilities                                     81,479                   94,241

Other long-term liabilities                                             1,335                    1,334
Commitments and contingencies (See notes)

Shareholders' equity :
  Common stock, $.01 par value                                            217                      217
         Shares authorized:          100,000,000
         Shares issued and outstanding:
               December 31, 1999 -    21,709,542
               March 31, 2000 -       21,701,762
  Additional paid in capital                                           42,987                   43,040
  Retained earnings                                                    37,701                   37,193
  Other                                                                  (149)                    (113)
                                                                  ----------------------  ----------------------
         Total shareholders' equity                                    80,756                   80,337
                                                                 ----------------------   ----------------------
                                                                 $    163,570             $    175,912
                                                                 ======================   ======================
</TABLE>

            See notes to condensed consolidated financial statements.

                                       4
<PAGE>
                      STAFF LEASING, INC. AND SUBSIDIARIES
       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                    UNAUDITED
<TABLE>
<CAPTION>
                                                                                    Accumulated
                                     Common                Additional                  Other
                                     Stock       Common     Paid In                Comprehensive   Retained
                                    (shares)      Stock     Capital       Other       Income       Earnings       Total
                                                                    (in $000's except share data)

<S>                               <C>            <C>      <C>           <C>          <C>          <C>           <C>
Balance, January 1, 2000          21,709,542     $  217   $ 42,987      $ (109)      $ (40)       $ 37,701      $ 80,756
Repurchase and retirement of
  common stock                        (7,780)                  (19)                                                  (19)

Tax benefit of restricted
  stock plan vesting                                            72                                                    72
Other                                                                       24                                        24

Unrealized gain on marketable
  securities                                                                            12
Net loss                                                                                              (508)


Total comprehensive loss                                                                                            (496)
                                 ------------- -------  ------------ ----------  -------------- -----------   -----------
Balance, March 31, 2000           21,701,762     $  217   $ 43,040      $  (85)     $  (28)       $ 37,193      $ 80,337
                                 ============= =======  ============ ==========  ============== ===========   ===========

</TABLE>

            See notes to condensed consolidated financial statements.

                                       5
<PAGE>
                      STAFF LEASING, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED
<TABLE>
<CAPTION>
                                                                                 For the three months ended
                                                                                         March 31,
                                                                          -----------------------------------------
                                                                                 1999                  2000
                                                                          --------------------   ------------------
                                                                                        (in $000's)
<S>                                                                          <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss)                                                        $  5,614               $   (508)
    Adjustments to reconcile net income (loss) to net cash
       provided by operating activities:
          Depreciation and amortization                                         1,779                  2,221
          Deferred taxes, net                                                     308                 (1,456)
          Provision for bad debts                                                 175                    150
          Other                                                                    36                   (163)
          Changes in operating working capital:
             Decrease (increase) in certificates of deposit -
               restricted                                                         110                     (4)
             Increase in accounts receivable                                  (27,005)                  (956)
             Decrease in other current assets                                   3,277                  6,309
             Decrease in accounts payable and other accrued
               liabilities                                                     (1,532)                (4,885)
             Increase in accrued payroll and payroll taxes                     27,535                 14,578
             Increase in accrued insurance premiums and health
                reserves                                                        1,231                  4,522
             Increase in income taxes payable                                   1,165                    261
             Increase (decrease) in customer deposits and
               prepayments                                                         99                    (36)
            Decrease in other long-term assets                                     50                     48
            Decrease in other long-term
              liabilities                                                         (17)                    (1)
                                                                          --------------------   ------------------
       Net cash provided by operating activities                               12,825                 20,080
                                                                          --------------------   ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of marketable securities                                              -                (42,469)
    Maturities of marketable securities                                         8,000                 29,659
    Capital expenditures                                                         (688)                     -
                                                                          --------------------   ------------------
       Net cash provided by (used in) investing activities                      7,312                (12,810)
                                                                          --------------------   ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayment of shareholders' notes receivable                                     7                      -
    Repurchase and retirement of common stock                                  (4,100)                    (3)
                                                                          --------------------   ------------------
       Net cash (used in) financing activities                                 (4,093)                    (3)
                                                                          --------------------   ------------------
    Net increase in cash and cash equivalents                                  16,044                  7,267
Cash and cash equivalents - beginning of period                                15,412                 23,081
                                                                          --------------------   ------------------
Cash and cash equivalents - end of period                                    $ 31,456               $ 30,348
                                                                          ====================   ==================

Supplemental disclosure of cash flow information:
    Income taxes paid                                                        $      6               $     11
                                                                          ====================   ==================

    Interest paid                                                            $     10               $      -
                                                                          ====================   ==================
</TABLE>

            See notes to condensed consolidated financial statements.

                                       6
<PAGE>
                      STAFF LEASING, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                  (in $000's, except share and per share data)

1. GENERAL

      The accompanying unaudited condensed consolidated financial statements of
Staff Leasing, Inc. (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q. These financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
for the year ended December 31, 1999, included in the Company's Form 10-K. The
financial information furnished reflects all adjustments, consisting only of
normal recurring accruals, which are, in the opinion of management, necessary
for a fair presentation of the financial position, results of operations and
cash flows for the interim periods presented.

      The Company's operations are currently conducted through a number of
subsidiary limited partnerships (the "OLPs"). The consolidated operations of the
Company exclude intercompany accounts and transactions. Certain
reclassifications have been made to the consolidated financial statements of
prior periods to conform to the current period presentation.

2. SUBSEQUENT EVENT

      On April 3, 2000, the Company announced the Special Committee, comprised
of independent directors, completed its review of strategic alternatives
available to the Company. The Special Committee concluded that the best
available alternative at that time was to continue as an independent, publicly
traded company and continue to execute the Company's operating plan. The Company
also announced that an executive recruitment firm has been engaged to conduct a
search for a new chief executive officer to lead the Company.

3. ACCOUNTS RECEIVABLE

   Accounts receivable consisted of the following:

                                                         December 31,  March 31,
                                                            1999         2000
                                                          -------       -------
Billed to clients ...................................... $ 11,391      $  6,440
Unbilled revenues ......................................   30,980        36,762
                                                           -------      -------
                                                           42,371        43,202
      Less:   Allowance for doubtful accounts............    (740)         (765)
                                                          -------       -------
                                                         $ 41,631      $ 42,437
                                                          =======       =======

4. PROPERTY AND EQUIPMENT

   Property and equipment (at cost) was comprised of the following:

                                                        December 31,  March 31,
                                                           1999          2000
                                                          -------      -------
Leasehold improvements.................................. $  1,832    $  1,832
Furniture and fixtures..................................    2,944       2,989
Vehicles................................................      103          79
Equipment...............................................    2,803       2,815
Computer hardware and software..........................   38,066      37,989
                                                          -------     -------
Total property and equipment............................   45,748      45,704
      Less accumulated depreciation.....................  (16,915)    (18,789)
                                                          -------     -------
                                                         $ 28,833    $ 26,915
                                                          =======     =======

   For the three months ended March 31, 2000 depreciation expense was $2,038.

                                       7
<PAGE>
                      STAFF LEASING, INC. AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (CONTINUED)
                  (in $000's, except share and per share data)

5. COMMITMENTS AND CONTINGENCIES


       On April 30, 1999, a shareholder of the Company, brought a class action
in the Twelfth Judicial Division, Manatee County, Florida against the Company
and certain of its directors alleging that the directors and senior officers of
the Company breached their fiduciary duty to shareholders by failing to pursue a
proposal from Paribas Principal Partners to acquire the Company in order to
entrench themselves in the management of the Company. Plaintiff seeks injunctive
relief and unspecified damages including attorneys' and experts' fees. The
Company has moved to dismiss the action. To date, the parties have engaged in
limited discovery, and expect to continue discovery over the next several
months. The Company believes the lawsuit is without merit.

      The Company is a party to certain pending claims which have arisen in the
normal course of business, none of which, in the opinion of management, is
expected to have a material adverse effect on the consolidated financial
position or results of operations if adversely resolved.

      The Company's employer and health care operations are subject to numerous
federal, state and local laws related to employment, taxes and benefit plan
matters. Generally, these regulations affect all companies in the U.S. However,
the regulatory environment for professional employer organizations ("PEOs") is
an evolving area due to uncertainties resulting from the non-traditional
employment relationships. Many federal and state laws relating to tax and
employment matters were enacted prior to the development of PEOs and do not
specifically address the obligations and responsibilities of these PEO
relationships. If the IRS concludes that PEOs, are not "employers" of certain
worksite employees for purposes of the Internal Revenue Code of 1986, as amended
(the "Code"), the tax qualified status of the Company's 401(k) retirement plan
as in effect prior to April 1, 1997 could be revoked, its cafeteria plan may
lose its favorable tax status and the Company may no longer be able to assume
the client's federal employment tax withholding obligations. Any adverse
developments in the above noted areas could have a material effect on the
Company's financial condition and future results of operations.

6. EQUITY

      In August 1998, the Company's Board of Directors approved a program to
repurchase up to two million shares of the Company's common stock. Purchases may
be made from time to time depending upon the Company's stock price, and will be
made primarily in the open market, but may also be made through privately
negotiated transactions. In 1998, the Company repurchased 1.6 million shares of
its common stock for a total cost of $21.0 million. In January 1999, the
Company's Board of Directors increased this share repurchase plan to three
million shares. In the quarter ending March 31, 2000, no shares were repurchased
from the open market; however, 7,780 restricted shares were repurchased from a
former employee in accordance with the terms of the Company's restricted plan.

7. INCOME TAXES

         The Company records income tax expense using the asset and liability
method of accounting for deferred income taxes. Under such method, deferred tax
assets and liabilities are recognized for the expected future tax consequences
of temporary differences between the financial statements and the income tax
bases of the Company's assets and liabilities. The Company's effective tax rate
provides for federal and state income taxes. The effective tax rate for the
three months ended March 31, 2000 was 37.5% and a tax benefit was recognized on
the net loss from operations.


8. EARNINGS PER SHARE (EPS)

      The number of common stock equivalents included in the diluted weighted
average shares outstanding for the three months ended March 31, 1999 and 2000,
related to warrants issued in connection with the Company's reorganization and
initial public offering, was 472,148 and 0, respectively. Also included as
common stock equivalents in diluted weighted average shares outstanding were
options granted under the Company's stock option plan, which totaled 20,477 and
830 for the three months ended March 31, 1999 and 2000, respectively.

                                       8
<PAGE>
                      STAFF LEASING, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) -- (CONTINUED)

   The reconciliation of net income (loss) attributable to common stock and
shares outstanding for the purposes of calculating basic and diluted earnings
per share for the three months ending March 31, 1999 and 2000 is as follows:

<TABLE>
<CAPTION>

                                                       Income             Shares         Per Share
                                                       (loss)
                                                    (Numerator)       (Denominator)        Amount
                                                  -----------------  -----------------  -------------
                                                    (in $000's)         (in 000's)
<S>                                                <C>                    <C>             <C>
For the Three Months Ended March 31, 1999:
Basic EPS :
Net income                                         $   5,614              21,919          $  .26
Effect of dilutive securities:
Warrants                                                                     472
Options                                                                       21
                                                                     -----------------
Diluted EPS :
-----------
Net income                                         $   5,614              22,412          $  .25
                                                  =================  =================  =============

For the Three Months Ended March 31, 2000:
Basic EPS :
Net loss                                           $    (508)             21,707          $ (0.02)
Effect of dilutive securities:
Options                                                                        1
                                                                     -----------------
Diluted EPS :
-----------
Net income                                         $    (508)             21,708          $ (0.02)
                                                  =================  =================  =============


</TABLE>

                                       9
<PAGE>
ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

   The following table presents the Company's results of operations for the
three months ended March 31, 1999 and 2000, expressed as a percentage of
revenues:
                                              FOR THE THREE MONTHS ENDED
                                                       MARCH 31,
                                             -----------------------
                                                  1999       2000
                                                  ----       ----
Revenues...................................       100.0%    100.0%
Cost of services:
  Salaries, wages and payroll taxes........        90.7      90.8
  Benefits, workers' compensation, state
     unemployment taxes and other costs....         4.6       6.0
                                                  -----      -----
          Total cost of services...........        95.3      96.8
                                                  -----      -----
Gross profit...............................         4.7       3.2
                                                  -----      -----
Operating expenses:
  Salaries, wages and commissions..........         2.2       2.1
  Other general and administrative.........          .9       1.0
  Depreciation and amortization............          .3        .3
                                                   -----     -----
          Total operating costs............         3.4       3.4
                                                   -----     -----
Operating income(loss)................. . .         1.3       (.2)
Interest income ...........................          .1        .1
                                                   -----     -----
Income(loss) before income taxes......... .         1.4       (.1)
Income tax provision  . . ............               .5        .0
                                                   -----     -----
Net income (loss)..........................          .9       (.1)
                                                    =====    =====

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999

      Revenues were $731.3 million for the three months ended March 31, 2000,
compared to $647.3 million for the three months ended March 31, 1999,
representing an increase of $84 million, or 13.0%. This increase was due
primarily to increased wages of worksite employees and an increased number of
worksite employees. From March 31, 1999 to March 31, 2000, the number of clients
increased .4% from 10,357 to 10,395. The number of worksite employees increased
5.1%, from 126,466 to 132,916. Revenue growth exceeded headcount growth by 7.9%,
due primarily to wage inflation, expansion in higher wage markets and industry
segments, and the Company's new client selection criteria initiated in the first
quarter of 2000 which encourages solicitation of businesses paying better than
average wages for their trade or business. During the first quarter of 2000, the
Company terminated client relationships with approximately 2,300 employees that
were unprofitable or running low payroll volumes per employee. The net increase
in the number of worksite employees was due primarily to continuing sales and
marketing efforts in existing markets as well as the development of new markets.
The Company opened one new sales office in the first quarter of 2000 and one new
sales office was opened in the first quarter of 1999.

      Cost of services was $707.9 million for the three months ended March 31,
2000, compared to $616.7 million for the three months ended March 31, 1999,
representing an increase of $91.2 million, or 14.8%. Cost of services was 96.8%
for the three months ended March 31, 2000, compared to 95.3% of revenues for the
three months ended March 31, 1999.

      Salaries, wages and payroll taxes of worksite employees were $663.7
million for the three months ended March 31, 2000, compared to $587.2 million
for the three months ended March 31, 1999, representing an increase of $76.5
million, or 13.0%.

                                       10
<PAGE>
      Benefits, workers' compensation, state unemployment taxes and other costs
were $44.2 million for the three months ended March 31, 2000, compared to $29.5
million for the three months ended March 31, 1999, representing an increase of
$14.7 million, or 49.8%. The Company has a new workers' compensation program
with CNA and the Texas Workers' Compensation Insurance Fund (Texas Fund) which
commenced on January 1, 2000. The Texas Fund is the provider of workers'
compensation insurance for clients based in Texas. The Texas Fund program is a
guaranteed cost insurance arrangement with a term of one year. The cost of the
premium is determined based on the industries serviced by the Company in Texas.
For the remainder of the country, the Company's workers' compensation carrier is
CNA. This program is an insured loss sensitive program for a term of one year.
The Company's workers' compensation costs increased in 2000 as a result of these
workers' compensation arrangements. An accrual for the workers' compensation
costs for the first quarter of 2000 was made based on prior loss experience, the
Company's business mix, including the percentage of business in Texas and other
states, and actual claims for the first quarter. Accruals for subsequent periods
will be affected by further changes in the Company's business mix and actual
claims experience. The final costs of coverage will be determined by the actual
claims experience over time as claims close and by the administrative costs of
the program. In 1999, the Company's workers' compensation coverage was provided
by Liberty Mutual. This contract, which expired on December 31, 1999, provided
coverage on a guaranteed cost basis. Amounts due under this arrangement were a
fixed percentage of the Company's workers' compensation payroll.

      Gross profit was $23.4 million for the three months ended March 31, 2000,
compared to $30.6 million for the three months ended March 31, 1999,
representing a decrease of $7.2 million, or 23.6%. This decrease is primarily
due to the increase in workers' compensation insurance costs. Gross profit was
3.2% of revenues for the three months ended March 31, 2000, compared to 4.7% for
the three months ended March 31, 1999.

      Operating expenses were $25.0 million for the three months ended March 31,
2000, compared to $22.1 million for the three months ended March 31, 1999,
representing an increase of $2.9 million, or 13.1%. Operating expenses were 3.4%
of revenues for the three months ended March 31, 2000 and 1999.

      Salaries, wages and commissions were $15.4 million for the three months
ended March 31, 2000, compared to $14.2 million for the three months ended March
31, 1999, representing an increase of $1.2 million, or 8.5%. This increase was
due primarily to an increase in corporate personnel that support the Company's
expanded operations and additional sales staff located in its branch offices.
Salaries, wages and commissions were 2.1% of revenues for the three months ended
March 31, 2000 compared to 2.2% for the three months ended March 31, 1999.

      Other general and administrative expenses were $7.4 million for the three
months ended March 31, 2000, compared to $6.2 million for the three months ended
March 31, 1999, representing an increase of $1.2 million, or 19.4%. Other
general and administrative expenses were 1.0% of revenues for the three months
ended March 31, 2000, compared to .9% for the three months ended March 31, 1999.

      Depreciation and amortization expenses increased by $.4 million for the
three months ended March 31, 2000 compared to the three months ended March 31,
1999, representing an increase of 24.8%. This increase was primarily the result
of the Company's investment in management information systems.

      Interest income was $1.0 million for the three months ended March 31,
2000, compared to $.5 million in the first quarter of 1999 due to the increase
in cash available for investment.

      Income tax benefit of $.3 million for the three months ended March 31,
2000 represented a provision at an effective tax rate of 37.5% compared to $3.4
million tax expense for the three months ended March 31, 1999 at an effective
tax rate of 37.8%. The Company's effective tax rate for financial reporting
purposes differs from the statutory federal rate of 35% primarily because of
state income taxes and tax credits.

      Net loss was $.5 million for the three months ended March 31, 2000,
compared to net income of $5.6 million for the three months ended March 31,
1999, representing a decrease of $6.1 million or 109.0%.


Liquidity and Capital Resources

   The Company had approximately $85.9 million in cash, cash equivalents,
restricted cash and marketable securities at March 31, 2000.

                                       11
<PAGE>
      The Company had no long-term debt as of March 31, 2000. In July 1999, the
Company entered into an agreement with NationsBank for a $10 million revolving
line of credit to provide for intraday working capital needs. Borrowings under
the credit facility bear interest at variable rates based on the lenders' base
rate or LIBOR. No borrowings have been made against the credit line. At March
31, 2000, the Company had net working capital of $39.3 million versus $37.4
million as of December 31, 1999, representing an improvement of $1.9 million, or
50.8%.

      The Company's primary short-term capital requirements relate to the
payment of accrued payroll and payroll taxes of its internal and worksite
employees, accounts payable for capital expenditures and the payment of accrued
workers' compensation expense and health benefit plan premiums. As of March 31,
2000, the Company had $7.8 million of restricted certificates of deposit, with
original maturities of less than one year, as collateral for certain standby
letters of credit issued in connection with the Company's health benefit plans.

      Net cash provided by operating activities was $20.2 million for the three
months ended March 31, 2000 compared to net cash provided by operating
activities of $12.8 million for the three months ended March 31, 1999,
representing an increase of $7.4 million, or 57.8%.

      In the quarter ending March 31, 2000, 7,780 restricted shares were
repurchased from a former employee in accordance with the terms of the Company's
restricted plan. In the first quarter of 1999, $4.1 million was used to
repurchase 349,000 shares of common stock.


Cautionary Note Regarding Forward-looking Statements

      In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), the Company is hereby
providing cautionary statements identifying important factors that could cause
the Company's actual results to differ materially from those projected in
forward-looking statements (as such term is defined in the Reform Act) made by
or on behalf of the Company herein or orally, whether in presentations, in
response to questions or otherwise. Any statements that express, or involve
discussions as to, expectations, beliefs, plans, objectives, assumptions or
future events or performance (often, but not always, through the use of words or
phrases such as "will result," "are expected to," "will continue," "estimated,"
and "projection") are not historical facts and may be forward-looking and,
accordingly, such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results or performance
of the Company to be materially different from any future results or performance
expressed or implied by such forward-looking statements. Such known and unknown
risks, uncertainties and other factors include, but are not limited to, the
following: (i) the potential for additional subsidies for health benefit plans;
(ii) volatility in workers' compensation rates and unemployment taxes; (iii)
possible adverse application of certain federal and state laws and the possible
enactment of unfavorable laws or regulation; (iv) impact of competition from
existing and new professional employer organizations; (v) risks associated with
expansion into additional states where the Company does not have a presence or
significant market penetration; (vi) risks associated with the Company's
dependence on key vendors; (vii) the possibility for client attrition; (viii)
risks associated with geographic market concentration and concentration of
clients in the construction industry; (ix) the financial condition of clients;
(x) the failure to properly manage growth and successfully integrate acquired
companies and operations; and (xi) other factors which are described in further
detail in the Company's filings with the Securities and Exchange Commission.

      The Company cautions that the factors described above could cause actual
results or outcomes to differ materially from those expressed in any
forward-looking statements made by or on behalf of the Company. Any
forward-looking statement speaks only as of the date on which such statement is
made, and the Company undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not possible for
management to predict all of such factors. Further, management cannot assess the
impact of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.

                                       12
<PAGE>
PART II.   OTHER INFORMATION


ITEM 1.    Legal Proceedings

      Lawrence E. Egle v. Staff Leasing, Inc., et al. On April 30, 1999 the
plaintiff, a shareholder of the Company, brought this class action alleging that
the directors and senior officers of the Company breached their fiduciary duty
to shareholders by failing to pursue a proposal from Paribas Principal Partners
to acquire the company in order to entrench themselves in the management of the
Company. Plaintiff seeks injunctive relief and unspecified damages including
attorneys' and experts' fees. The Company believes the lawsuit is wholly without
merit.

      The Company is not a party to any other material pending legal proceedings
other than routine legal matters incidental to its business. The Company
believes that the ultimate resolution of these matters would not have a material
adverse effect on its financial condition or results of operations.




ITEM 6.    Exhibits and Reports on Form 8-K

      (a)         Exhibits

EXHIBIT
  NO.                      DESCRIPTION
-------                    -----------

10.16             Executive agreement dated December 9, 1999 between Charles S.
                  Craig and Staff Leasing, Inc., regarding resignation as Chief
                  Executive Officer.

10.17             Executive agreement dated January 14, 2000 between Richard
                  Goldman and Staff Leasing, Inc., regarding change in control
                  severance agreement.

10.18             Executive agreement dated February 23, 2000 between Lisa J.
                  Harris and Staff Leasing, Inc., regarding change in control
                  severance agreement.

27.1              Financial Data Schedule for the quarter ended March 31, 2000.


                                       13
<PAGE>
                                 SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.


                                         STAFF LEASING, INC.



Dated:  May 15, 2000                     BY /s/ Richard A. Goldman
--------------------------------------------------------------------------------
                                         Richard A. Goldman
                                         Office of the Chief Executive,
                                         President and a Director
                                         (Principal Executive Officer)






Dated:  May 15, 2000                     BY /s/ John E. Panning
--------------------------------------------------------------------------------
                                         John E. Panning
                                         Office of the Chief Executive,
                                         Chief Financial Officer and a Director
                                         (Principal Financial and Accounting
                                         Officer)


                                       14