<PAGE>   1

                    SECURITIES AND EXCHANGE COMMISSION DRAFT

                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                   AMENDMENT 1

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

         FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2001.
                                   ------------------

                                       OR

[ ]      TRANSITION REPORT SUBJECT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM _____________ TO ___________.

                         Commission File Number: 0-11380

                              STAFF BUILDERS, INC.
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                  11-2650500
---------------------------------          -----------------------------------
 (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)


1983 MARCUS AVENUE, LAKE SUCCESS, NY                      11042
----------------------------------------   -----------------------------------
(Address of Principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:   (516) 750-1600
                                                      --------------

Securities registered pursuant to Section 12 (b) of the Act: NONE

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

                      CLASS A COMMON STOCK, $.01 PAR VALUE
                      CLASS B COMMON STOCK, $.01 PAR VALUE

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 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 Item 405
of Regulation S-K 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 or any amendment to this
Form 10-K. ___

The aggregate market value of the voting stock (Class A and Class B Common
Stock, assuming conversion of each share of Class B Common Stock into a share of
Class A Common Stock) held by non-affiliates of the registrant based on the
closing price of such stock on May 22, 2001 was $12,997,488.

The number of shares of Class A Common Stock and Class B Common Stock
outstanding on May 22, 2001 was 23,358,494 and 273,303 shares, respectively.


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE



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INTRODUCTORY NOTE

This amendment on Form 10-K/A amends the registrant's Annual Report on Form 10-K
filed by Staff Builders, Inc. (the "Company") on May 25, 2001 and is being filed
to amend Item 7 and Item 14 to reflect the restatement of Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
inclusion of certain exhibits. In addition, the Company amended its discussion
of the new financing facility it had secured in April 2001. Additionally,
exhibits that were not available at the time of filing are included herein.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS


The following discussion and analysis provides information, which the Company's
management believes is relevant to an assessment and understanding of the
Company's results of operations and financial condition. This discussion should
be read in conjunction with the consolidated financial statements and notes
thereto appearing elsewhere herein.

This discussion contains forward-looking statements that are subject to a number
of known and unknown risks that, in addition to general economic, competitive
and other business conditions, could cause actual results, performance and
achievements to differ materially from those described or implied in the
forward-looking statements.

The Company is subject to significant external factors which could significantly
impact its business. These factors could cause future results to differ
materially from historical trends.

Results of Operations

Years Ended February 28, 2001 ("Fiscal 2001"), February 29, 2000 ("Fiscal 2000")
and February 28, 1999 ("Fiscal 1999").

REVENUES: Total revenues increased by approximately $5.7 million or 5.0% to
$120.7 million in Fiscal 2001 from $115.0 million in Fiscal 2000. This increase
is due to growth in revenues for certain locations which had already been in
operation during Fiscal 2000 and are experiencing higher sales in Fiscal 2001.
These locations offset the loss of revenues from branch offices that have left
the network. Total revenues increased by approximately $20.3 million or 21.4% to
$115.0 million in Fiscal 2000 from $94.7 million in Fiscal 1999. This increase
is due to an increase in revenues for certain locations which had been in
operation during the entire Fiscal 1999 period but were experiencing higher
sales growth in Fiscal 2000, as well as independent agencies which had joined
the Company during Fiscal 1999 which were operating for the entire Fiscal 2000.

SERVICE COSTS: Service costs were 77.5%, 77.1% and 78.0% of total revenues in
Fiscal 2001, 2000 and 1999, respectively. Service costs represent the direct
costs of providing services to patients or clients, including wages, payroll
taxes, travel costs, insurance costs, medical supplies and the cost of
contracted services.

GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses
increased by approximately $.8 million or 3.2% to $25.0 million in Fiscal 2001
from $24.3 million in Fiscal 2000. The increase is mainly related to the overall
growth of the business. The Company pays royalties to its



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licensees based upon approximately 60% of the gross profit of the licensee
office. Despite the growth in revenues, royalty expense decreased by
approximately $1.5 million or 15.2% to $8.7 million in Fiscal 2001 from $10.2
million in Fiscal 2000. The decrease is primarily due to the increase in
corporately owned offices as well as an increase in the number of franchises
enrolled in the Company's administrative program where certain expenses of the
franchise are paid by the Company and charged back against the franchisee's
royalty.

General and administrative expenses increased by approximately $5.0 million or
25.7% to $24.3 million in Fiscal 2000 from $19.3 million in Fiscal 1999. The
increase is mainly due to growth of the business and associated royalty expense
as well as the hiring of additional personnel because of the relocation of the
Company's corporate office from Atlanta, Georgia to Lake Success, New York.

DEPRECIATION AND AMORTIZATION: Depreciation and amortization expenses relating
to fixed assets and intangible assets increased by approximately $1,078 thousand
or 162.3% to $1,742 thousand in Fiscal 2001 from $664 thousand in Fiscal 2000.
Charges for depreciation and amortization expenses increased $89 thousand or
15.5% from $575 thousand in Fiscal 1999 to $664 thousand in Fiscal 2000. These
increases are mainly due to the purchase and placing into service of
approximately $3.6 million of computer equipment in Fiscal 2000 which was
necessary to build the computer infrastructure to handle the current and future
growth of the business.

INTEREST EXPENSE, NET: Interest expense, net was $2.3 million, $1.2 million and
$1.2 million in Fiscal 2001, 2000 and 1999, respectively. Interest expense
increased due to the level of borrowings of the Company in congruence with the
increased growth of the Company's continuing operations.

RELOCATION EXPENSES: During Fiscal 2000, the Company incurred one-time
relocation charges related to the expenses of moving its corporate offices from
Atlanta, Georgia to Lake Success, New York. These costs primarily include travel
and lodging, as well as the costs for the physical movement of the Company's
equipment and records to the New York location.

NON RECURRING SPIN-OFF AND FINANCING COSTS: During Fiscal 2000, the Company
incurred one-time spin-off costs of approximately $700 thousand related to the
spin-off of TLCS. These costs included legal fees, accounting fees, consultants
and printing costs. In addition, the Company incurred financing fees of
approximately $400 thousand which were incurred because of the restructuring of
the Company's borrowing agreement with its asset based lending institution
necessitated by the spin-off of TLCS.

PROVISION (BENEFIT) FOR INCOME TAXES: The provision (benefit) for income taxes
reflects an effective rate of 10.4%, 3.9%, and (16.0%) in Fiscal 2001, 2000, and
1999, respectively.

The provision for income taxes in Fiscal 2001 consists of state capital and
minimum taxes. The book benefit for the net operating losses generated in Fiscal
2001 was offset by recording a full valuation allowance. Such valuation
allowance was recorded because management does not believe that the utilization
of the tax benefits from operating losses, and other temporary differences are
"more likely than not" to be realized, as required by generally accepted
accounting principles (GAAP) in the United States of America.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $3.0 million in Fiscal 2001, which
consisted primarily of the decrease in accounts payable, accrued expenses, and
accrued payroll and related expenses of $2.4 million and cash used in operations
which consisted of the net loss of $1.1 million, which included non-cash



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items consisting primarily of depreciation and amortization of $1.7 million and
the decrease to the allowance for doubtful accounts, net of write-off's, of $1.2
million.

Net cash used in investing activities was $585 thousand in Fiscal 2001, which
consisted of the purchases of fixed assets of $585 thousand.

Net cash from financing activities was $5.2 million in Fiscal 2001, which
consisted of the increase due under the Company's secured credit facility of
$5.5 million and the principal decrease in capital leases of $.3 million.

Net cash provided by operating activities was $3.0 million for Fiscal 2000,
which consisted primarily of the increase of accounts payable and accrued
expenses of $4.6 million offset by cash provided from operations which consisted
of the net loss of $(3.2) million, which included non-cash items consisting
primarily of depreciation and amortization of $664 thousand, goodwill write-offs
of $433 thousand and provision for doubtful accounts of $651 thousand.

Net cash provided by investing activities was $4.8 million in Fiscal 2000, which
consisted of the disposition of short term assets of discontinued operations of
$4.2 million and disposition of long term assets of discontinued operations of
$3.5 million offset by $2.9 million of fixed asset purchases.

Net cash used in financing activities was $7.6 million in Fiscal 2000, which
consisted primarily of the decrease due under secured credit facility of $7.5
million.

On September 24, 1999, the Company entered into an amended and restated loan and
security agreement with a bank ("Loan Agreement") which expired on February 29,
2000. The Loan Agreement permitted the Company to borrow up to 75% of eligible
accounts receivable, up to the maximum amount of $15 million. The borrowings
under the credit facility bore interest at 2.0% over the prevailing prime
lending rate. In addition, the Company paid a monthly collateral management fee
of $3 thousand and .375% per annum of the daily unused portion of the credit
facility. The Company paid bank fees of $170 thousand in connection with the
execution of the Loan Agreement and facility fees of $131 thousand on November
30, 1999. The Company paid an additional $206 thousand of facility fees in
Fiscal 2000.

In March 2000, the Company secured a financing facility ("Facility") with a
lending institution for a $20 million revolving loan. The Facility was used to
repay borrowings under the Loan Agreement. Under the Facility, the Company was
able to borrow up to $20 million based upon having sufficient collateral
calculated at 85% of the Company's accounts receivable. Interest on the Facility
is 3% over the prevailing prime lending rate. There is also a .5% annual fee for
the unused portion of the total loan availability.

In April 2001, the Company secured a new financing facility ("New Facility")
with a lending institution for a $25 million, three year term, revolving loan.
The New Facility was used to repay borrowings under the Facility. Under the New
Facility, the Company may borrow amounts up to 85% of the Company's eligible
accounts receivable subject to a maximum of $25 million. Interest on borrowings
under the New Facility is at the annual rate of 3.4% over LIBOR. There is also a
 .5% annual fee for the unused portion of the total loan availability. The
Company will record an extraordinary charge of approximately $850 in the first
quarter of the fiscal year ending February 2002 as a result of the write off of
previously deferred costs and an early prepayment fee associated with the
Facility. The Company expects to recoup these fees in lower interest charged by
the New Facility in fiscal year ending February 2002.

The Company's working capital was $18.0 million and $13.4 million at February
28, 2001 and February 29, 2000, respectively.




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Management believes that working capital generated from operations, together
with other credit facilities, will be sufficient to meet the currently
anticipated working capital and capital expenditure requirements of our
operations.

EFFECT OF INFLATION

The rate of inflation was immaterial during Fiscal 2001. In the past, the
effects of inflation on salaries and operating expenses have been offset by the
Company's ability to increase its charges for services rendered. The Company
anticipates that it will be able to continue to do so in the future. The Company
continually reviews its costs in relation to the pricing of its services.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Company does not expect the adoption of recently issued accounting
pronouncements to have a material effect, if any, on it's financial condition or
its results of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Sensitivity: The Company's primary market risk exposure is
interest rate risk. The Company's exposure to market risk for changes in
interest rates relates to its debt obligations under its Facility described
above. The interest rate on drawings was the prime rate plus 3%. Under the New
Facility, the interest rate is 3.4% over LIBOR. At February 28, 2001, drawings
on the Facility were $20,636 thousand. Assuming variable rate debt at February
28, 2001, a one point change in interest rates would impact annual net interest
payments by $206.4 thousand. The Company does not use derivative financial
instruments to manage interest rate risk.

CONTINGENT OBLIGATIONS

The Company is contingently liable on obligations owed by TLCS which total
approximately $3,700,000 as of February 28, 2001. The Company is indemnified by
TLCS for any obligations arising out of these matters. As of May 2001, TLCS has
represented that it is current on its payments for these obligations.

FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are typically identified by the
inclusion of phrases such as "the Company anticipates", "the Company believes"
and other phrases of similar meaning. These forward looking statements are based
on the Company's current expectations. Such forward-looking statements involve
known and unknown risks, uncertainties, and other factors that may cause the
actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The potential risks and
uncertainties which would cause actual results to differ materially from the
Company's expectations are as follows:

BUSINESS CONDITIONS - The Company must continue to establish and maintain close
working relationships with physicians and physician groups, managed care
organizations, hospitals, clinics, nursing homes, social service agencies and
other health care providers. There can be no assurance that the Company will
continue to establish or maintain such relationships. The Company expects
additional competition will develop in future periods given the increasing
market demand for the type of services offered.




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ATTRACTION AND RETENTION OF LICENSEES AND EMPLOYEES - Maintaining quality
licensees, managers and branch administrators will play a significant part in
the future success of the Company. The Company's professional nurses and other
health care personnel are also key to the continued provision of quality care to
the Company's patients. The possible inability to attract and retain qualified
licensees, skilled management and sufficient numbers of credentialed health care
professional and para-professionals and information technology personnel could
adversely affect the Company's operations and quality of service. Also, because
the travel nurse program is dependent upon the attraction of skilled nurses from
overseas, such program could be adversely affected by immigration restrictions
limiting the number of such skilled personnel who may enter and remain in the
United States.

SATISFACTORY FINANCING - The Company entered into the New Facility on April 6,
2001. Management cannot provide assurance that the Company will remain in
compliance with the covenants of the new financing agreement. If the Company
does not remain in compliance with the covenants, the bank could immediately
call the amounts due under the New Facility. If this were to happen, the Company
would have to seek alternative financing, which may not be available on
acceptable terms to the Company. The line of credit available to the Company is
$25 million. Management cannot provide assurance that the available line of
credit will be sufficient on a going forward basis to provide sufficient funds
to operate the business.










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PART IV

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

(A)      FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

The financial statements, including the supporting schedules, filed as part of
the report, are listed in the Table of Contents to the Consolidated Financial
Statements.

(B)      REPORTS ON 8-K

No reports on Form 8-K were filed by the Registrant for the quarter ended
February 28, 2001.

(C)      EXHIBITS




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EXHIBIT INDEX

EXHIBIT NO.                         DESCRIPTION

3.1            Restated Certificate of Incorporation of the Company, filed July
               11, 1998 (A)

3.2            Certificate of Amendment to the Restated Certificate of
               Incorporation of the Company, filed August 22, 1991. (B)

3.3            Certificate of Amendment to the Restated Certificate of
               Incorporation of the Company, filed September 3, 1992. (A)

3.4            Certificate of Retirement of Stock of the Company, filed February
               28, 1994. (T)

3.5            Certificate of Retirement of Stock of the Company, filed June 3,
               1994. (A)

3.6            Certificate of Designation, Rights and Preferences of the Class A
               Preferred Stock of the Company, filed June 6, 1994. (A)

3.7            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed August 23, 1994. (A)

3.8            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed October 26, 1995. (C)

3.9            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed December 19, 1995. (D)

3.10           Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed December 19, 1995 (D)

3.11           Amended and Restated By-Laws of the Company. (A)

4.1            Specimen Class A Common Stock Certificate. (E)

4.2            Specimen Class B Common Stock Certificate. (F)

10.8           1986 Non-Qualified Stock Option Plan of the Company. (H)

10.9           First Amendment to the 1986 Non-Qualified Stock Option Plan,
               effective as of May 11, 1990. (A)

10.10          Amendment to the 1986 Non-Qualified Stock Option Plan, dated as
               of October 27, 1995. (I)

10.11          Resolutions of the Company's Board of Directors amending the 1983
               Incentive Stock Option Plan and the 1986 Non-Qualified Stock
               Option Plan, dated as of June 3, 1991. (A)

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See Notes to Exhibit




<PAGE>   9

EXHIBIT NO.                     DESCRIPTION

10.12          1993 Stock Option Plan of the Company. (A)

10.13          1998 Stock Option Plan of the Company (incorporated by reference
               to Exhibit C to the Company's Proxy Statement dated August 27,
               1998, filed with the Commission on August 27, 1998).

10.14          Amended and Restated 1993 Employee Stock Purchase Plan of the
               Company (J)

10.15          1998 Employee Stock Purchase Plan of the Company (incorporated by
               reference to Exhibit D to the Company's Proxy Statement dated
               August 27, 1998, filed with the Commission on August 27, 1998).

10.18          1994 Performance-Based Stock Option Plan of the Company
               (incorporated by reference to Exhibit B to the Company's Proxy
               Statement, dated July 18, 1994, filed with the Commission on July
               27, 1994).

10.19          Stock Option Agreement, dated as of March 28, 1990, under the
               Company's 1986 Non-Qualified Stock Option Plan between the
               Company and Stephen Savitsky. (A)

10.20          Stock Option Agreement, dated as of June 17, 1991, under the
               Company's 1986 Non-Qualified Stock Option Plan between the
               Company and Stephen Savitsky. (A)

10.21          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1993 Stock Option Plan between the Company and Stephen
               Savitsky. (K)

10.22          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1994 Performance-Based Stock Option Plan between the
               Company and Stephen Savitsky. (A)

10.23          Stock Option Agreement, dated as of March 28, 1990, under the
               Company's 1986 Non-Qualified Stock Option Plan between the
               Company and David Savitsky. (A)

10.24          Stock Option Agreement, dated as of June 17, 1991, under the
               Company's 1986 Non-Qualified Stock Option Plan between the
               Company and David Savitsky. (A)

10.25          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1993 Stock Option Plan between the Company and David
               Savitsky. (K)

10.26          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1994 Performance-Based Stock Option Plan between the
               Company and David Savitsky. (K)

10.27          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1993 Stock Option Plan, between the Company and Edward
               Teixeira. (K)

----------
See Notes to Exhibit




<PAGE>   10

EXHIBIT NO.                                               DESCRIPTION

10.29          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1994 Performance-Based Stock Option Plan, between the
               Company and Edward Teixeira. (K)

10.30          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1998 Stock Option Plan, between the Company and Edward
               Teixeira. (K)

10.31          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1994 Performance-Based Stock Option Plan, between the
               Company and Dale Clift. (K)

10.32          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1994 Performance-Based Stock Option Plan, between the
               Company and Dale Clift. (K)

10.33          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1998 Stock Option Plan, between the Company and Dale R.
               Clift. (S)

10.39          Employment Agreement, dated as of June 1, 1987, between the
               Company and Stephen Savitsky. (A)

10.40          Amendment, dated as of October 31, 1991, to the Employment
               Agreement between the Company and Stephen Savitsky. (A)

10.41          Amendment, dated as of December 7, 1992, to the Employment
               Agreement between the Company and Stephen Savitsky. (A)

10.42          Employment Agreement, dated as of June 1, 1987, between the
               Company and David Savitsky. (A)

10.43          Amendment, dated as of October 31, 1991, to the Employment
               Agreement between the Company and David Savitsky. (A)

10.44          Amendment, dated as of January 3, 1992, to the Employment
               Agreement between the Company and David Savitsky. (A)

10.45          Amendment, dated as of December 7, 1992, to the Employment
               Agreement between the Company and David Savitsky. (A)

10.47          Employment Agreement, dated as of February 9, 1998, between the
               Company and Dale R. Clift. (G)

10.48          First Amendment to Employment Agreement, dated as of December 1,
               1998, to the Employment Agreement between the Company and Dale R.
               Clift. (K)

10.54          Amended and Restated Loan and Security Agreement, dated as of
               January 8, 1997, between the Company, its subsidiaries and Mellon
               Bank, N.A. (M)


----------
See Notes to Exhibits


<PAGE>   11

EXHIBIT NO.                       DESCRIPTION

10.55          First Amendment to Amended and Restated Loan and Security
               Agreement dated as of April 27, 1998, between the Company, its
               subsidiaries and Mellon Bank, N.A. (G)

10.56          Master Lease Agreement dated as of December 4, 1996, between the
               Company and Chase Equipment Leasing, Inc. (M)

10.57          Premium Finance Agreement, Disclosure Statement and Security
               Agreement dated as of December 26, 1996, between the Company and
               A.I. Credit Corp. (M)

10.58          Agreement of Lease, dated as of October 1, 1993, between Triad
               III Associates and the Company. (A)

10.59          First Lease Amendment, dated October 25, 1998, between Matterhorn
               USA, Inc. and the Company.

10.60          Supplemental Agreement dated as of January 21, 1994, between
               General Electric Capital Corporation, Triad III Associates and
               the Company (A)

10.61          Agreement of Lease, dated as of June 19, 1995, between Triad III
               Associates and the Company. (D)

10.62          Agreement of Lease, dated as of February 12, 1996, between Triad
               III Associates and the Company. (D)

10.63          License Agreement, dated as of April 23, 1996, between Matterhorn
               One, Ltd. and the Company (M)

10.64          License Agreement, dated as of January 3, 1997, between
               Matterhorn USA, Inc. and the Company (M)

10.65          License Agreement, dated as of January 16, 1997, between
               Matterhorn USA, Inc. and the Company . (M)

10.66          License Agreement, dated as of December 16, 1998, between
               Matterhorn USA, Inc. and the Company. (S)

10.71          Asset Purchase and Sale Agreement, dated as of September 6, 1996,
               by and among ATC Healthcare Services, Inc. and the Company and
               William Halperin and All Care Nursing Service, Inc. (N)

10.73          Stock Purchase Agreement by and among the Company and Raymond T.
               Sheerin, Michael Altman, Stephen Fleischner and Chelsea Computer
               Consultants, Inc., dated September 24, 1996. (L)


----------
See Notes to Exhibits



<PAGE>   12

EXHIBIT NO.                       DESCRIPTION

10.74          Amendment No. 1 to Stock Purchase Agreement by and among the
               Company and Raymond T. Sheerin, Michael Altman, Stephen
               Fleischner and Chelsea Computer Consultants, Inc., dated
               September 24, 1996 (L)

10.75          Shareholders Agreement between Raymond T. Sheerin and Michael
               Altman and Stephen Fleischner and the Company and Chelsea
               Computer Consultants, Inc., dated September 24, 1996. (L)

10.76          Amendment No. 1 to Shareholders Agreement among Chelsea Computer
               Consultants, Inc., Raymond T. Sheerin, Michael Altman and the
               Company, dated October 30, 1997 (L)

10.77          Indemnification Agreement, dated as of September 1, 1987, between
               the Company and Stephen Savitsky. (A)

10.78          Indemnification Agreement, dated as of September 1, 1987, between
               the Company and David Savitsky. (A)

10.79          Indemnification Agreement, dated as of September 1, 1987, between
               the Company and Bernard J. Firestone. (A)

10.80          Indemnification Agreement, dated as of September 1, 1987, between
               the Company and Jonathan Halpert. (A)

10.81          Indemnification Agreement, dated as of May 2, 1995, between the
               Company and Donald Meyers. (M)

10.82          Indemnification Agreement, dated as of May 2, 1995, between the
               Company and Edward Teixeira. (A)

10.84          Form of Medical Staffing Services Franchise Agreement (D)

10.89          Confession of Judgment, dated January 27, 2000, granted by a
               subsidiary of the Company, to Roger Jack Pleasant.First Lease
               Amendment, dated October 28, 1998, between Matterhorn USA, Inc.
               and the Company. (B)

10.91          Forbearance and Acknowledgement Agreement, dated as of February
               22, 2000, between TLCS's subsidiaries, the Company and Chase
               Equipment Leasing, Inc. Agreement and Release, dated February 28,
               1997, between Larry Campbell and the Company. (C)

10.92          Distribution agreement, dated as of October 20, 1999, between the
               Company and TLCS.(O)

10.93          Tax Allocation agreement dated as of October 20, 1999, between
               the Company and TLCS. (O)

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See Notes to Exhibits



<PAGE>   13

EXHIBIT NO.                          DESCRIPTION

10.94          Transitional Services agreement, dated as of October 20, 1999,
               between the Company and TLCS. (O)

10.95          Trademark License agreement, dated as of October 20, 1999,
               between the Company and TLCS. (O)

10.96          Sublease, dated as of October 20, 1999, between the Company and
               TLCS. (O)

10.97          Employee Benefits agreement, dated as of October 20, 1999,
               between the Company and TLCS. (O)

10.98          Amendment, dated as of October 20, 1999, to the Employment
               agreement between the Company and Stephen Savitsky. (P)

10.99          Amendment, dated as of October 20, 1999, to the Employment
               agreement between the Company and David Savitsky. (P)

10.100         Amendment, dated as of October 20, 1999, to the Employment
               agreement between the Company and Dale R. Clift. (P)

10.105         Second Amendment to ATC Revolving Credit Loan and Security
               Agreement, dated October 20, 1999 between the Company and Mellon
               Bank, N.A. (P)

10.106         Master Lease dated November 18, 1999 between the Company
               and Technology Integration Financial Services. (Q)

10.107         Loan and Security Agreement between the Company and
               Copelco/American Healthfund Inc. dated March 29, 2000. (Q)

10.108         Loan and Security Agreement First Amendment between the Company
               and Healthcare Business Credit Corporation (formerly known as
               Copelco/American Healthfund Inc.) dated July 31, 2000. (R)

10.109         Employment agreement dated August 1, 2000 between the Company and
               Alan Levy (R)

10.110         Equipment lease agreements with Technology Integration Financial
               Services, Inc. (R)

10.111         Loan and Security Agreement dated April 6, 2001 between the
               Company and HFG Healthco-4 LLC *

10.112         Receivables Purchase and Transfer Agreement dated April 6, 2001
               between the Company and HFG Healthco-4 LLC *


----------
See Notes to Exhibits




<PAGE>   14

EXHIBIT NO.                  DESCRIPTION

21.            Subsidiaries of the Company. *

24.            Powers of Attorney. *


----------
See Notes to Exhibits



<PAGE>   15


                                NOTES TO EXHIBITS

(A)            Incorporated by reference to the Company's exhibit booklet to its
               Form 10-K for the Fiscal year ended February 28, 1995 (File No.
               0-11380), filed with the Commission on May 5, 1995.

(B)            Incorporated by reference to the Company's Registration Statement
               on Form S-1 (File No. 33-43728), dated January 29, 1992.

(C)            Incorporated by reference to the Company's Form 8-K filed with
               the Commission on October 31, 1995.

(D)            Incorporated by reference to the Company's exhibit booklet to it
               Form 10-K for the Fiscal year ended February 28, 1996 (file No.
               0-11380), filed with the Commission on May 13, 1996.

(E)            Incorporated by reference to the Company's Form 8-A filed with
               the Commission on October 24, 1995.

(F)            Incorporated by reference to the Company's Form 8-A filed with
               the Commission on October 24, 1995.

(G)            Incorporated by reference to the Company's exhibit booklet to its
               Form 10-K for the Fiscal year ended February 28, 1998 (File No.
               0-11380), filed with the Commission on May 28, 1998.

(H)            Incorporated by reference to the Company's Registration Statement
               on Form S-4, as amended (File No. 33-9261), dated April 9, 1987.

(I)            Incorporated by reference to the Company's Registration Statement
               on Form S-8 (File No. 33-63939), filed with the Commission on
               November 2, 1995.

(J)            Incorporated by reference to the Company's Registration Statement
               on Form S-1 (File No. 3371974), filed with the Commission on
               November 19, 1993.

(K)            Incorporated by reference to the Company's Form 10-Q for the
               quarterly period ended November 30, 1997 (File No. 0-11380),
               filed with the Commission on January 19, 1999.

(L)            Incorporated by reference to the Company's Form 10-Q for the
               quarterly period ended November 30, 1997 (File No. 0-11380),
               field with the Commission on January 14, 1998.

(M)            Incorporated by reference to the Company's exhibit booklet to its
               Form 10-K for the Fiscal year ended February 28, 1997 (File No.
               0-11380), filed with the Commission on May 27, 1997.







<PAGE>   16


                                NOTES TO EXHIBIT

(N)            Incorporated by reference to the Company's Form 10-Q for the
               quarterly period ended November 30, 1996 (File No. 0-11380),
               filed with the Commission on January 14, 1997.

(O)            Incorporated by reference to Tender Loving Care Health Care
               Services Inc.'s Form 10-Q for the quarterly period ended August
               31, 1999 (File No. 0-25777) filed with the Commission on October
               20, 1999.

(P)            Incorporated by reference to the Company's Form 10-Q for the
               quarterly period ended August 31, 1999 (File No. 0-11380) filed
               with the Commission on October 20, 1999.

(Q)            Incorporated by reference to the Company's Form 10-K for the year
               ended February 29, 2000 (File No. 0-11380) filed with the
               Commission on July 17, 2000.

(R)            Incorporated by reference to the Company's Form 10-Q for the
               quarterly period ended August 31, 2000 (File No. 0-11380) filed
               with the Commission on October 16, 2000.

(S)            Incorporated by reference to the Company's Form 10-K for the year
               ended February 28, 1999 (File No. 0-11380) filed with the
               Commission on June 11, 1999.

(T)            Incorporated by reference to the Company's exhibit booklet to its
               Form 10-K for the fiscal year ended February 28, 1994 (File
               No. 0-11380), filed with the Commission on May 13, 1994.

*              Incorporated herein.





<PAGE>   17



                                   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 BUILDERS, INC.
                                         By:  /S/  STEPHEN SAVITSKY
                                            ---------------------------------
                                              Stephen Savitsky
                                              Chairman of the Board
                                              and Chief Executive Officer

Dated:  June 28, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
       SIGNATURE                             TITLE                                  DATE
       ---------                             -----                                  ----
<S>                                    <C>                                      <C>
/s/ STEPHEN SAVITSKY                  Chairman of the Board                     June 28, 2001
---------------------------           and Chief Executive Officer
Stephen Savitsky                      (Principal Executive
                                      Officer) and Director

/s/  ALAN LEVY                        Senior Vice President, Finance,           June 28, 2001
---------------------------           Chief Financial Officer and
Alan Levy                             Treasurer (Principal Financial and
                                      Accounting Officer)

            *                         Director                                  June 28, 2001
---------------------------
Bernard J. Firestone, Ph. D.

            *                         Director                                  June 28, 2001
---------------------------
Jonathan Halpert, Ph. D.

            *                         Director                                  June 28, 2001
---------------------------
Donald Meyers

*By: /s/  STEPHEN SAVITSKY
     ----------------------
     Stephen Savitsky
     Attorney-in-Fact
</TABLE>





<PAGE>   18




                                 EXHIBIT INDEX


EXHIBIT NO.                         DESCRIPTION

3.1            Restated Certificate of Incorporation of the Company, filed July
               11, 1998 (A)

3.2            Certificate of Amendment to the Restated Certificate of
               Incorporation of the Company, filed August 22, 1991. (B)

3.3            Certificate of Amendment to the Restated Certificate of
               Incorporation of the Company, filed September 3, 1992. (A)

3.4            Certificate of Retirement of Stock of the Company, filed February
               28, 1994. (T)

3.5            Certificate of Retirement of Stock of the Company, filed June 3,
               1994. (A)

3.6            Certificate of Designation, Rights and Preferences of the Class A
               Preferred Stock of the Company, filed June 6, 1994. (A)

3.7            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed August 23, 1994. (A)

3.8            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed October 26, 1995. (C)

3.9            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed December 19, 1995. (D)

3.10           Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed December 19, 1995 (D)

3.11           Amended and Restated By-Laws of the Company. (A)

4.1            Specimen Class A Common Stock Certificate. (E)

4.2            Specimen Class B Common Stock Certificate. (F)

10.8           1986 Non-Qualified Stock Option Plan of the Company. (H)

10.9           First Amendment to the 1986 Non-Qualified Stock Option Plan,
               effective as of May 11, 1990. (A)

10.10          Amendment to the 1986 Non-Qualified Stock Option Plan, dated as
               of October 27, 1995. (I)

10.11          Resolutions of the Company's Board of Directors amending the 1983
               Incentive Stock Option Plan and the 1986 Non-Qualified Stock
               Option Plan, dated as of June 3, 1991. (A)

----------
See Notes to Exhibit




<PAGE>   19

EXHIBIT NO.                     DESCRIPTION

10.12          1993 Stock Option Plan of the Company. (A)

10.13          1998 Stock Option Plan of the Company (incorporated by reference
               to Exhibit C to the Company's Proxy Statement dated August 27,
               1998, filed with the Commission on August 27, 1998).

10.14          Amended and Restated 1993 Employee Stock Purchase Plan of the
               Company (J)

10.15          1998 Employee Stock Purchase Plan of the Company (incorporated by
               reference to Exhibit D to the Company's Proxy Statement dated
               August 27, 1998, filed with the Commission on August 27, 1998).

10.18          1994 Performance-Based Stock Option Plan of the Company
               (incorporated by reference to Exhibit B to the Company's Proxy
               Statement, dated July 18, 1994, filed with the Commission on July
               27, 1994).

10.19          Stock Option Agreement, dated as of March 28, 1990, under the
               Company's 1986 Non-Qualified Stock Option Plan between the
               Company and Stephen Savitsky. (A)

10.20          Stock Option Agreement, dated as of June 17, 1991, under the
               Company's 1986 Non-Qualified Stock Option Plan between the
               Company and Stephen Savitsky. (A)

10.21          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1993 Stock Option Plan between the Company and Stephen
               Savitsky. (K)

10.22          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1994 Performance-Based Stock Option Plan between the
               Company and Stephen Savitsky. (A)

10.23          Stock Option Agreement, dated as of March 28, 1990, under the
               Company's 1986 Non-Qualified Stock Option Plan between the
               Company and David Savitsky. (A)

10.24          Stock Option Agreement, dated as of June 17, 1991, under the
               Company's 1986 Non-Qualified Stock Option Plan between the
               Company and David Savitsky. (A)

10.25          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1993 Stock Option Plan between the Company and David
               Savitsky. (K)

10.26          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1994 Performance-Based Stock Option Plan between the
               Company and David Savitsky. (K)

10.27          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1993 Stock Option Plan, between the Company and Edward
               Teixeira. (K)

----------
See Notes to Exhibit




<PAGE>   20

EXHIBIT NO.                                               DESCRIPTION

10.29          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1994 Performance-Based Stock Option Plan, between the
               Company and Edward Teixeira. (K)

10.30          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1998 Stock Option Plan, between the Company and Edward
               Teixeira. (K)

10.31          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1994 Performance-Based Stock Option Plan, between the
               Company and Dale Clift. (K)

10.32          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1994 Performance-Based Stock Option Plan, between the
               Company and Dale Clift. (K)

10.33          Stock Option Agreement, dated December 1, 1998, under the
               Company's 1998 Stock Option Plan, between the Company and Dale R.
               Clift. (S)

10.39          Employment Agreement, dated as of June 1, 1987, between the
               Company and Stephen Savitsky. (A)

10.40          Amendment, dated as of October 31, 1991, to the Employment
               Agreement between the Company and Stephen Savitsky. (A)

10.41          Amendment, dated as of December 7, 1992, to the Employment
               Agreement between the Company and Stephen Savitsky. (A)

10.42          Employment Agreement, dated as of June 1, 1987, between the
               Company and David Savitsky. (A)

10.43          Amendment, dated as of October 31, 1991, to the Employment
               Agreement between the Company and David Savitsky. (A)

10.44          Amendment, dated as of January 3, 1992, to the Employment
               Agreement between the Company and David Savitsky. (A)

10.45          Amendment, dated as of December 7, 1992, to the Employment
               Agreement between the Company and David Savitsky. (A)

10.47          Employment Agreement, dated as of February 9, 1998, between the
               Company and Dale R. Clift. (G)

10.48          First Amendment to Employment Agreement, dated as of December 1,
               1998, to the Employment Agreement between the Company and Dale R.
               Clift. (K)

10.54          Amended and Restated Loan and Security Agreement, dated as of
               January 8, 1997, between the Company, its subsidiaries and Mellon
               Bank, N.A. (M)


----------
See Notes to Exhibits


<PAGE>   21

EXHIBIT NO.                       DESCRIPTION

10.55          First Amendment to Amended and Restated Loan and Security
               Agreement dated as of April 27, 1998, between the Company, its
               subsidiaries and Mellon Bank, N.A. (G)

10.56          Master Lease Agreement dated as of December 4, 1996, between the
               Company and Chase Equipment Leasing, Inc. (M)

10.57          Premium Finance Agreement, Disclosure Statement and Security
               Agreement dated as of December 26, 1996, between the Company and
               A.I. Credit Corp. (M)

10.58          Agreement of Lease, dated as of October 1, 1993, between Triad
               III Associates and the Company. (A)

10.59          First Lease Amendment, dated October 25, 1998, between Matterhorn
               USA, Inc. and the Company.

10.60          Supplemental Agreement dated as of January 21, 1994, between
               General Electric Capital Corporation, Triad III Associates and
               the Company (A)

10.61          Agreement of Lease, dated as of June 19, 1995, between Triad III
               Associates and the Company. (D)

10.62          Agreement of Lease, dated as of February 12, 1996, between Triad
               III Associates and the Company. (D)

10.63          License Agreement, dated as of April 23, 1996, between Matterhorn
               One, Ltd. and the Company (M)

10.64          License Agreement, dated as of January 3, 1997, between
               Matterhorn USA, Inc. and the Company (M)

10.65          License Agreement, dated as of January 16, 1997, between
               Matterhorn USA, Inc. and the Company . (M)

10.66          License Agreement, dated as of December 16, 1998, between
               Matterhorn USA, Inc. and the Company. (S)

10.71          Asset Purchase and Sale Agreement, dated as of September 6, 1996,
               by and among ATC Healthcare Services, Inc. and the Company and
               William Halperin and All Care Nursing Service, Inc. (N)

10.73          Stock Purchase Agreement by and among the Company and Raymond T.
               Sheerin, Michael Altman, Stephen Fleischner and Chelsea Computer
               Consultants, Inc., dated September 24, 1996. (L)


----------
See Notes to Exhibits



<PAGE>   22

EXHIBIT NO.                       DESCRIPTION

10.74          Amendment No. 1 to Stock Purchase Agreement by and among the
               Company and Raymond T. Sheerin, Michael Altman, Stephen
               Fleischner and Chelsea Computer Consultants, Inc., dated
               September 24, 1996 (L)

10.75          Shareholders Agreement between Raymond T. Sheerin and Michael
               Altman and Stephen Fleischner and the Company and Chelsea
               Computer Consultants, Inc., dated September 24, 1996. (L)

10.76          Amendment No. 1 to Shareholders Agreement among Chelsea Computer
               Consultants, Inc., Raymond T. Sheerin, Michael Altman and the
               Company, dated October 30, 1997 (L)

10.77          Indemnification Agreement, dated as of September 1, 1987, between
               the Company and Stephen Savitsky. (A)

10.78          Indemnification Agreement, dated as of September 1, 1987, between
               the Company and David Savitsky. (A)

10.79          Indemnification Agreement, dated as of September 1, 1987, between
               the Company and Bernard J. Firestone. (A)

10.80          Indemnification Agreement, dated as of September 1, 1987, between
               the Company and Jonathan Halpert. (A)

10.81          Indemnification Agreement, dated as of May 2, 1995, between the
               Company and Donald Meyers. (M)

10.82          Indemnification Agreement, dated as of May 2, 1995, between the
               Company and Edward Teixeira. (A)

10.84          Form of Medical Staffing Services Franchise Agreement (D)

10.89          Confession of Judgment, dated January 27, 2000, granted by a
               subsidiary of the Company, to Roger Jack Pleasant.First Lease
               Amendment, dated October 28, 1998, between Matterhorn USA, Inc.
               and the Company. (B)

10.91          Forbearance and Acknowledgement Agreement, dated as of February
               22, 2000, between TLCS's subsidiaries, the Company and Chase
               Equipment Leasing, Inc. Agreement and Release, dated February 28,
               1997, between Larry Campbell and the Company. (C)

10.92          Distribution agreement, dated as of October 20, 1999, between the
               Company and TLCS.(O)

10.93          Tax Allocation agreement dated as of October 20, 1999, between
               the Company and TLCS. (O)

----------
See Notes to Exhibits



<PAGE>   23

EXHIBIT NO.                          DESCRIPTION

10.94          Transitional Services agreement, dated as of October 20, 1999,
               between the Company and TLCS. (O)

10.95          Trademark License agreement, dated as of October 20, 1999,
               between the Company and TLCS. (O)

10.96          Sublease, dated as of October 20, 1999, between the Company and
               TLCS. (O)

10.97          Employee Benefits agreement, dated as of October 20, 1999,
               between the Company and TLCS. (O)

10.98          Amendment, dated as of October 20, 1999, to the Employment
               agreement between the Company and Stephen Savitsky. (P)

10.99          Amendment, dated as of October 20, 1999, to the Employment
               agreement between the Company and David Savitsky. (P)

10.100         Amendment, dated as of October 20, 1999, to the Employment
               agreement between the Company and Dale R. Clift. (P)

10.105         Second Amendment to ATC Revolving Credit Loan and Security
               Agreement, dated October 20, 1999 between the Company and Mellon
               Bank, N.A. (P)

10.106         Master Lease dated November 18, 1999 between the Company
               and Technology Integration Financial Services. (Q)

10.107         Loan and Security Agreement between the Company and
               Copelco/American Healthfund Inc. dated March 29, 2000. (Q)

10.108         Loan and Security Agreement First Amendment between the Company
               and Healthcare Business Credit Corporation (formerly known as
               Copelco/American Healthfund Inc.) dated July 31, 2000. (R)

10.109         Employment agreement dated August 1, 2000 between the Company and
               Alan Levy (R)

10.110         Equipment lease agreements with Technology Integration Financial
               Services, Inc. (R)

10.111         Loan and Security Agreement dated April 6, 2001 between the
               Company and HFG Healthco-4 LLC *

10.112         Receivables Purchase and Transfer Agreement dated April 6, 2001
               between the Company and HFG Healthco-4 LLC *


----------
See Notes to Exhibits




<PAGE>   24

EXHIBIT NO.                  DESCRIPTION

21.            Subsidiaries of the Company. *

24.            Powers of Attorney. *


----------
See Notes to Exhibits



<PAGE>   25


                                NOTES TO EXHIBITS

(A)            Incorporated by reference to the Company's exhibit booklet to its
               Form 10-K for the Fiscal year ended February 28, 1995 (File No.
               0-11380), filed with the Commission on May 5, 1995.

(B)            Incorporated by reference to the Company's Registration Statement
               on Form S-1 (File No. 33-43728), dated January 29, 1992.

(C)            Incorporated by reference to the Company's Form 8-K filed with
               the Commission on October 31, 1995.

(D)            Incorporated by reference to the Company's exhibit booklet to it
               Form 10-K for the Fiscal year ended February 28, 1996 (file No.
               0-11380), filed with the Commission on May 13, 1996.

(E)            Incorporated by reference to the Company's Form 8-A filed with
               the Commission on October 24, 1995.

(F)            Incorporated by reference to the Company's Form 8-A filed with
               the Commission on October 24, 1995.

(G)            Incorporated by reference to the Company's exhibit booklet to its
               Form 10-K for the Fiscal year ended February 28, 1998 (File No.
               0-11380), filed with the Commission on May 28, 1998.

(H)            Incorporated by reference to the Company's Registration Statement
               on Form S-4, as amended (File No. 33-9261), dated April 9, 1987.

(I)            Incorporated by reference to the Company's Registration Statement
               on Form S-8 (File No. 33-63939), filed with the Commission on
               November 2, 1995.

(J)            Incorporated by reference to the Company's Registration Statement
               on Form S-1 (File No. 3371974), filed with the Commission on
               November 19, 1993.

(K)            Incorporated by reference to the Company's Form 10-Q for the
               quarterly period ended November 30, 1997 (File No. 0-11380),
               filed with the Commission on January 19, 1999.

(L)            Incorporated by reference to the Company's Form 10-Q for the
               quarterly period ended November 30, 1997 (File No. 0-11380),
               field with the Commission on January 14, 1998.

(M)            Incorporated by reference to the Company's exhibit booklet to its
               Form 10-K for the Fiscal year ended February 28, 1997 (File No.
               0-11380), filed with the Commission on May 27, 1997.







<PAGE>   26


                                NOTES TO EXHIBIT

(N)            Incorporated by reference to the Company's Form 10-Q for the
               quarterly period ended November 30, 1996 (File No. 0-11380),
               filed with the Commission on January 14, 1997.

(O)            Incorporated by reference to Tender Loving Care Health Care
               Services Inc.'s Form 10-Q for the quarterly period ended August
               31, 1999 (File No. 0-25777) filed with the Commission on October
               20, 1999.

(P)            Incorporated by reference to the Company's Form 10-Q for the
               quarterly period ended August 31, 1999 (File No. 0-11380) filed
               with the Commission on October 20, 1999.

(Q)            Incorporated by reference to the Company's Form 10-K for the year
               ended February 29, 2000 (File No. 0-11380) filed with the
               Commission on July 17, 2000.

(R)            Incorporated by reference to the Company's Form 10-Q for the
               quarterly period ended August 31, 2000 (File No. 0-11380) filed
               with the Commission on October 16, 2000.

(S)            Incorporated by reference to the Company's Form 10-K for the year
               ended February 28, 1999 (File No. 0-11380) filed with the
               Commission on June 11, 1999.

(T)            Incorporated by reference to the Company's exhibit booklet to its
               Form 10-K for the fiscal year ended February 28, 1994 (File
               No. 0-11380), filed with the Commission on May 13, 1994.

*              Incorporated herein.