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, 1996
                                       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 500
                       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 28, 1997 was $15,899,425.

         As of February 28, 1997,  6,359,770  shares of common stock,  par value
$.001 per share, were outstanding.


<PAGE>
<TABLE>



                                    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:
<CAPTION>

Name                         Age      Position with Company
--------------------------------------------------------------------------------
<S>                          <C>      <C>

Ronald A. Cass(3)            51       Chairman of the Board of Directors, Chief
                                      Executive Officer, President and Treasurer

Lawrence W. Cappel           48       Director

Robert B. Fields(1,2,3)      59       Director

William F. McConnell(1)      56       Director

Hector L. Ziperovich, M.D.(2)42       Director

Jeffrey A. Barnhill          40       Senior Vice President, Health Services

Jay Gershberg                58       Senior Vice President, Sales and
                                      Development

Ronald G. Huneycutt          53       Vice President, Finance and Chief
                                      Financial Officer

Bobby L. Shields             41       Vice President, Legal Affairs and
                                      Corporate Secretary
<FN>

--------
        (1)        Member of the Audit Committee
        (2)        Member of the Compensation and Stock Option Committee
        (3)        Member of the Nominating Committee
</FN>
</TABLE>



                                        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 directors 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.

         Lawrence W. Cappel was elected to the  Company's  Board of Directors in
December  1996.  He is  President  of  Community  Health  Network,  a  physician
management company with revenues in excess of $42 million, and is also President
and  co-founder of Pacific  Health  Alliance,  a PPO with over 400 hospitals and
25,000 doctors  participating in eleven (11) states. Dr. Cappel holds a Ph.D. in
Community Health Services from the University of Utah, Salt Lake City, Utah, and
has held  professorships  at the Universities of Utah, Salt Lake City, Utah, and
Washington, Seattle, Washington.

         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  of Flight  International  Group,  Inc.,  a Newport  News,
Virginia,  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.


                                        3

<PAGE>



     Hector  Luis  Ziperovich,  M.D.  was  elected  to the  Company's  Board  of
Directors in February 1992. Dr.  Ziperovich was the Company's  National  Medical
Director from January 1993 through  October 1996.  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.

     Jeffrey A. Barnhill has served as Senior Vice  President,  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 sixteen (16) 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 the Company's Senior Vice President,  Sales and
Development since February,  1997.  Immediately prior thereto,  he served as the
Company's  Senior Vice  President of Ancillary  Services and President of Travel
Nurse  Operations,  Inc. Mr.  Gershberg  joined the Company in November  1984 as
President of HSS Associates, Inc., the Company's then executive search division.
In his over  twelve  (12) 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 for approximately fifteen (15) years in various sales
and management  positions with CIBA Geigy  Pharmaceuticals,  Inc. Mr.  Gershberg
received his B.S. degree from Long Island University.

     Ronald G. Huneycutt is a Certified Public Accountant and joined the Company
as Vice  President,  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.


                                        4

<PAGE>



     Bobby L. Shields,  has served as Vice  President,  Legal Affairs since July
1996. Mr. Shields joined the Company as Director,  Legal and Regulatory Affairs,
Corporate  Counsel and Secretary in May 1995.  Mr.  Shields became the Company's
Corporate Counsel and Director of Legal and Regulatory  Affairs in May 1995, its
Corporate Secretary in August 1995 and was named Vice President of Legal Affairs
in September  1996. Mr. Shields is a licensed member of The Florida Bar, and has
a diverse  financial and legal  background in corporate and health care matters.
From November 1992 until his employment by the Company,  Mr.  Shields  pursued a
practice in corporate and health care law and  commercial  litigation.  Prior to
becoming  a licensed  attorney,  Mr.  Shields  was  employed  in  financial  and
operations  management,  most  notably  during a seven (7) year period from 1982
through 1989 with Coulter Electronics,  Inc. Mr. Shields earned his J.D., M.B.A.
(Finance) and B.S.B.A. (Finance) degrees from the University of Florida.

     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 Bylaws of the  Company,  the  Company has several
standing  committees,  including an Audit  Committee,  a Compensation  and Stock
Option Committee and a Nominating Committee.

         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.  During fiscal 1996, the Audit  Committee met
two (2) times, with all members in attendance at each meeting.

         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  Compensation  and
Stock Option Committee met one (1) time during fiscal 1996.

         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.  The Nominating  Committee did
not meet during  fiscal  1996.  While the  Nominating  Committee  will  consider
shareholder  nominees for directors,  there are no formal  procedures for making
such nominations.


                                        5

<PAGE>



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 1996, 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.
Cass  received a stock option grant in February  1996 and did not timely  report
this grant on a Form 4 or Form 5; Mr. Barnhill  received a stock option grant in
February  1996 and did not timely  report  this grant on a Form 4 or Form 5. The
officers and  directors  identified  by the Company in this  paragraph as having
delinquent  filings under  Section16(a)  have each filed a late Form 5 to report
any transaction for which he had a delinquent filing.

ITEM 11.  EXECUTIVE COMPENSATION

         The following tables summarize all compensation incurred by the Company
for the  fiscal  years  ended  November  30,  1994,  1995  and  1996 for (i) the
Company's  Chief  Executive  Officer;  (ii) the  four  most  highly  compensated
executive  officers  serving  as such at  November  30,  1996,  and  (iii)  each
executive  officer not serving as such at November 30, 1996, whose  compensation
during  fiscal  1996 placed such  executive  officer  among the four most highly
compensated (collectively, the "named executive officers").



                                        6

<PAGE>
<TABLE>



                           SUMMARY COMPENSATION TABLE
<CAPTION>

                                                                                                            Long-Term
                                                                     Annual Compensation                    Compensation
                                                                                                              Awards

                                                                                                            Securities
    Name and                                                                                Other Annual    Underlying   All Other
Principal Position                               Year        Salary          Bonus          Compensation    Options (#) Compensation
<S>                                              <C>         <C>             <C>             <C>               <C>       <C>

Ronald A. Cass                                   1996        $281,207        $ 30,000        $ 45,282(1)       12,500    $202,231(2)
Chief Executive Officer, ................        1995        $206,447        $ 30,000        $ 48,705(1)        -        $479,725(2)
President and Treasurer .................        1994        $357,483            --          $ 58,979(1)        -            --

Jeffrey A. Barnhill                              1996        $138,138        $ 20,000        $ 16,163(3)       10,000        --
Senior Vice President, ..................        1995        $107,468        $ 25,000        $ 15,054(3)        7,000        --
Health Services .........................        1994            --              --              --             -            --

Jay Gershberg                                    1996        $170,719            --          $ 17,061(5)        -            --
Senior Vice President, ..................        1995        $146,881        $ 19,517(4)     $ 16,639(5)        2,500        --
Sales and Development ...................        1994        $133,086        $  7,500        $ 20,664(5)        -            --

Ronald G. Huneycutt                              1996        $100,330            --          $ 11,519(6)       10,000        --
Vice President, Finance .................        1995            --              --              --             -            --
Chief Financial Officer .................        1994            --              --              --             -            --


<FN>


     (1)Includes  payment in lieu of  vacation  taken  (1996 -  $12,557;  1995 -
$16,919;  1994 - $29,531);  automobile  allowance and related  insurance (1996 -
$18,000; 1995 - $18,000; 1994 - $18,000); health club benefits in 1996, 1995 and
1994;  and various other types of insurance  payments:  health,  disability  and
life.

     (2)Includes  principal and interest paid to Mr.Cass  during fiscal 1996 and
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, Florida, home care operations, and the liquidation of his employee loans
(see "Employment and Other Agreements").

     (3)Includes  payment  in lieu of  vacation  taken  (1996 -  $5,912;  1995 -
$3,097);  automobile benefits (1996 - $6,000; 1995 - $5,558);  and various other
types of insurance payments: health, disability and life.

     (4)Represents deferred bonuses from prior years.

     (5)Includes  payment  in lieu of  vacation  taken  (1996 -  $2,769;  1995 -
$2,769; 1994 - $7,730);  difference between fair market value and purchase price
of Company automobile (1993 - $11,900); automobile benefits (1996 - $9,000; 1995
- $9,000;  1994 - $9,000);  health club  benefits in 1995 and 1994;  and various
other types of insurance payments: health, disability and life.

     (6)Includes  automobile  allowance of $5,000 in 1996 and various  insurance
payments: health, disability and life.
</FN>
</TABLE>

                                        7

<PAGE>
<TABLE>



Stock Option/Grants

         The following table sets forth certain information concerning grants of
stock options for each named executive officer in fiscal 1996:

<CAPTION>
                                                                           Option Grants in Fiscal 1996

                                              Number           % of Total
                                             of Shares          Options        Exercise                   Potential Realizable Value
                                             underlying        Granted to       or Base                   at Assumed Annual Rate of
                                              Options         Employees in     Price Per    Expiration    Stock Price Appreciation
                                              Granted          Fiscal 1996      Share          Date            for Option Term
                                              -------          -----------     --------      -------           ---------------
Name                                                                                                            5%             10%
----                                                                                                            --             ---
<S>                                            <C>                 <C>         <C>           <C>             <C>             <C>

Ronald A. Cass, CEO .................          12,500              29%         $   3.00      2/11/01         $ 2,384         $12,828
Jeffrey A. Barnhill .................          10,000              24%         $   2.38      2/11/01         $ 8,157         $16,513
Ronald G. Huneycutt .................          10,000              24%         $   3.00      2/11/01         $ 1,907         $10,262
</TABLE>
<TABLE>


         The following  table sets forth  information  with respect to the named
executive  officers,  concerning  the exercise of options during fiscal 1996 and
unexercised options held as of the end of the fiscal year:
<CAPTION>

                   Aggregated option exercises in fiscal 1996
                     and 1996 fiscal year-end option values

                                                            Number of Securities            Value of Unexercised
                                                           Underlying Unexercised               In-the-Money
                             Shares                     Options at November 30, 1996    Options at November 30, 1996(1)
                                                        ----------------------------    ----------------------------
                           Acquired
Name                      on Exercise  Value Realized    Exercisable/Unexercisable       Exercisable/Unexercisable
<S>                         <C>          <C>              <C>                                <C>

Ronald A. Cass, CEO             -             -           242,500      /       -              -     /    -
Jeffrey A. Barnhill         10,000       $35,000            7,000      /       -              -     /    -
Jay Gershberg                   -             -            10,000      /       -              -     /    -
Ronald G. Huneycutt             -             -            10,000      /       -              -     /    -


<FN>


(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, 1996, and
multiplying the number of shares subject to the option.

</FN>
</TABLE>


                                        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 promis-
sory note provides for  acceleration of the balance due to be immediately  pay-
able to Mr. Cass 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,  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 (1) 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.


                                        9

<PAGE>



         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 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  (1)  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 (12) 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 (1) full year's base
salary plus all  earned,  but unused,  vacation or if the  Employee  voluntarily
terminates  employment within one (1) year following a  "change-in-control"  (as
defined)  he shall be  entitled  to (i) one (1) 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 (1) 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 (3) 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.

                                       10

<PAGE>



Director Compensation

         During  fiscal  1996,  each  of the  Company's  non-employee  directors
received compensation of $18,000. Directors are also reimbursed for their travel
expenses in connection with such meetings.  The total cash  compensation paid to
directors for meetings in 1996 was approximately $38,700.

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 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, 1996 no options were granted
or exercised under the 1983 Plan and none expired. At November 30, 1996, options
to purchase  15,000 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 6,359,770  shares of common stock  outstanding as of February 28, 1997,
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 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
500, Fort Lauderdale, Florida 33308.


                                       11

<PAGE>
<TABLE>
<CAPTION>



                                                   Shares               Percent
                                                   Beneficially         of
                                                   Owned(1)             Class(2)
<S>                                             <C>                     <C>

Lawrence W. Cappel                                 10,000(3)            *(4)
Director

Ronald A. Cass                                    610,788(5)             9%
Chairman of the Board,
Chief Executive Officer,
President and Treasurer

Robert B. Fields                                   24,740(6)            *(4)
Director

William F. McConnell                               15,000(7)            *(4)
Director

Hector Luis Ziperovich, M.D.                       45,400(8)            *(4)
Director

Jeffrey A. Barnhill                                 7,200(9)            *(4)
Senior Vice President, Health Services

Jay L. Gershberg                                   12,500(10)           *(4)
Senior Vice President, Sales and Development

Ronald G. Huneycutt                                12,000(11)           *(4)
Vice President, Finance,
Chief Financial Officer

Bobby L. Shields                                   12,500(12)           *(4)
Vice President, Legal Affairs,
Corporate Counsel,
Secretary

All officers and directors                        750,128(13)           12%
as a group (9 individuals)

Heartland Advisors, Inc.                        1,251,200(14)           20%
790 Milwaukee Street
Milwaukee, WI  53202
</TABLE>


                                       12

<PAGE>



(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
presently exercisable or will be exercisable within 60 days.

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

(4)Represents less than 1%.

(5)The total amount includes 361,288 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.

(6)Includes options to purchase 20,000 shares of Common Stock.

(7)Represents options to purchase 15,000 shares of Common Stock.

(8)Includes  options to purchase  15,000  shares of Common Stock and warrants to
purchase 10,000 shares of Common Stock.

(9)Includes options to purchase 7,000 shares of Common Stock.

(10)Represents options to purchase 12,500 shares of Common Stock.

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

(12)Includes options to purchase 7,500 shares of Common Stock.

(13)Includes  options to purchase 339,500 shares of Common Stock and warrants to
purchase 10,000 shares of Common Stock.

(14)As per Schedule 13G filed with the Securities Exchange Commission by
Heartland Advisors, Inc. on February 12, 1997.



                                       13

<PAGE>



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  Company  had  outstanding  loans to  Warren  A.  Marmorstein,  the
Company's  former Chief  Financial  Officer,  of  approximately  $53,000,  which
accrued  interest  at rates  ranging  from  6.5% to 8.0% per  annum.  All  funds
advanced  were for personal,  non-business  related  purposes.  These loans were
repaid under a promissory note during 1996.

         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 28, 1997, the unpaid
balance due the Company was approximately $30,800.

         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  $6,000 in
fiscal 1996.

         In 1995,  the Company  began  utilizing  the services of Dr.  Hector L.
Ziperovich,  M.D., an outside  director of the Company,  as its National Medical
Director, and in July 1995, entered into a written contractual arrangement. Such
services include utilization review,  quality assurance,  medical guidance,  and
compliance  with all  relevant  Federal  and State  clinical  regulations.  This
contract was  terminated on October 31, 1996. For fiscal 1996, the fees for such
services were approximately $30,000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS

         As referenced above, during 1996 and 1995, Dr. Hector L. Ziperovich
served as National Medical Director for the Company.



                                       14

<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.




                                   Ronald A. Cass, Chairman of the Board, Chief
                                   Executive Officer, President and Treasurer
By: /s/Ronald A. Cass              Date:    March 31, 1997





                                       15

<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
         (Incorporated by reference to Exhibit 10.11 filed with the Registrant's
         Annual Report on Form 10-K/A for the fiscal year ended November 30,
         1995).

10.12    Employment Agreement with Jeffrey A. Barnhill dated September 1, 1995
         (Incorporated by reference to Exhibit 10.12 filed with the Registrant's
         Annual Report on Form 10-K/A for the fiscal year ended November 30,
         1995).

10.13    Employment Agreement with Ronald Huneycutt dated February 1, 1996
         (Incorporated by reference to Exhibit 10.13 filed with the Registrant's
         Annual Report on Form 10-K/A for the fiscal year ended November 30,
         1995).

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).

                                       16

<PAGE>