SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

[X]   Annual report  pursuant to Section 13 or 15(d) of the Securities  Exchange
      Act of 1934 for the fiscal year ended December 31, 2000

                        COMMISSION FILE NUMBER: 0-24484

                        MODIS PROFESSIONAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)

                Florida                                     59-3116655
--------------------------------------               -------------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                          Identification No.)

 1 Independent Drive, Jacksonville, FL                       32202
----------------------------------------                 --------------
(Address of principal executive offices)                   (Zip Code)

      (Registrant's telephone number including area code): (904) 360-2000

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

    Common Stock, Par Value $0.01 Per Share             New York Stock Exchange
           (Title of each class)                      (Name of each exchange on
                                                           which registered)

     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 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. [X]

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  Registrant  (assuming  for  these  purposes,  but not  conceding,  that all
executive officers and directors are "affiliates" of the Registrant), based upon
the closing sale price of common stock on March 15, 2001 as reported by  the New
York Stock Exchange, was approximately $454,638,337.

     As of March 15, 2001 the number of shares  outstanding of the  Registrant's
common stock was 96,731,561.

     DOCUMENTS  INCORPORATED BY REFERENCE.  Portions of the  Registrant's  Proxy
Statement  for its 2001  Annual  Meeting of  shareholders  are  incorporated  by
reference in Part III.
<PAGE>
FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K  contains  forward-looking  statements  that are
subject to certain risks,  uncertainties  or assumptions  and may be affected by
certain  other  factors,  including  but not  limited  to the  specific  factors
discussed in Part II, Item 5 under  'Market for  Registrant's  Common Equity and
Related Stockholder  Matters',  'Liquidity and Capital Resources',  and 'Factors
Which May Impact Future Results and Financial Condition'. In some cases, you can
identify  forward-looking  statements by  terminology  such as 'may,'  'should,'
'could,'   'expects,'   'plans,'   'projected,'    'anticipates,'    'believes,'
'estimates,'  'predicts,'  'potential,' or 'continues,' or the negative of these
terms or other comparable terminology. In addition, except for historical facts,
all  information   provided  in  Part  II,  Item  7A,  under  'Quantitative  and
Qualitative Disclosures About Market Risk' should be considered  forward-looking
statements.  Should one or more of these risks,  uncertainties  or other factors
materialize,  or should underlying assumptions prove incorrect,  actual results,
performance or  achievements  of the Company may vary materially from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Forward-looking statements are based on beliefs and assumptions of the Company's
management and on information  currently  available to such management.  Forward
looking  statements  speak  only as of the date they are made,  and the  Company
undertakes  no  obligation  to  update  publicly  any of  them in  light  of new
information  or  future  events.  Undue  reliance  should  not be placed on such
forward-looking   statements,   which   are  based  on   current   expectations.
Forward-looking statements are not guarantees of performance.


<PAGE>
                                     PART I

ITEM 1. BUSINESS.

INTRODUCTION

Modis Professional Services,  Inc. ('MPS' or the 'Company') is a global provider
of human capital  solutions  including  professional  staffing,  e-business  and
systems integration,  information  technology (IT) resource  management,  career
management consulting, and knowledge worker e-procurement. MPS' solutions enable
customers  and  clients to  effectively  locate,  retain,  and deploy  strategic
knowledge  worker resources in the areas of information  technology,  accounting
and finance, law, engineering, and science.

Headquartered  in  Jacksonville,  Florida,  MPS serves  Fortune  1000 and middle
market  clients with  approximately  241 offices  located  throughout the United
States, Canada, the United Kingdom, and certain parts of continental Europe. MPS
is one of the largest global  providers of human capital  solutions with revenue
of $1,828 million in 2000, of which $1,399 million, or 77%, was generated in the
United States and $429 million,  or 23%, was generated abroad,  primarily in the
United Kingdom.

MPS consists of three divisions:  Prolianz,  the professional business solutions
division;  Idea Integration,  the e-business solutions division;  and Modis, the
information  technology  resource  management  division.  See  Note  16  to  the
Company's   Consolidated   Financial   Statements  for  segment  and  geographic
information for the three years ending December 31, 2000.

PROLIANZ

Prolianz, the professional business solutions division, is a leading provider of
professional   business  and  human   capital   solutions   with  a  network  of
approximately  149  offices  throughout  the United  States and United  Kingdom.
Prolianz  combines the strengths and resources of all of its operating  units to
offer  human  capital  solutions  to  Fortune  1000 and middle  market  clients.
Prolianz  provides  expertise  in  a  wide  variety  of  disciplines   including
accounting  and  finance,  law,  engineering  and  technical,   science,  career
management, executive search, and human resource consulting.

Prolianz  generated  $653  million of revenue and $217  million of gross  profit
during  fiscal 2000,  which  represents  35.7% of total MPS revenue and 40.9% of
total MPS gross profit versus 30.5% and 37.1%, respectively, during fiscal 1999.
Prolianz has a variable cost business model whereby  revenue and cost of revenue
are primarily generated on a time-and-material  basis. Less than 10% of Prolianz
revenue is generated from permanent  placement fees,  which are generated when a
client hires a  Prolianz-sourced  knowledge  worker  directly.

IDEA INTEGRATION

Idea  Integration,   the  e-business  solutions  division,  provides  e-business
strategy  consulting,   design  and  branding,   application  development,   and
integration to Fortune 1000 and middle market companies through a combination of
local,  regional,  and national practice groups located in nineteen (19) markets
in the United States and in the United Kingdom. Idea Integration  specializes in
solutions in the areas of strategy and management  consulting,  creative design,
e-application  development,  business-to-business  (B2B)  solutions,  enterprise
application integration, business intelligence, customer relationship management
(CRM),  and  enterprise  solutions.  Idea  Integration  is able to deliver these
solutions  as a result  of  extensive  expertise  in key  industries,  propriety
software development and implementation methodologies known as Idea RoadMap, and
a multi-level  service  delivery model that takes advantage of local,  national,
and regional service delivery capabilities.

Idea  Integration  generated  $241  million in revenue and $105 million in gross
profit during fiscal 2000, which represents 13.2% of total MPS revenue and 19.8%
of total MPS gross profit  versus 8.7% and 13.3%,  respectively,  during  fiscal
1999.  Idea  Integration's  business model  utilizes  salaried  consultants  and
delivers professional services primarily under time-and-materials  contracts and
to a lesser extent under fixed-fee contracts. Less than 5% of Idea Integration's
revenue is  generated  from  fixed-fee  contracts.

In early 2000, Idea Integration  acquired six e-business  solution  companies in
key markets, including Houston, Denver, San Francisco and Chicago.

MODIS

Modis, the information  technology resource management ('ITRM') division, is one
of the world's largest  providers of ITRM solutions with over 2,000 clients in a
wide variety of industries in more than 100 markets in the United States, United
Kingdom,  Canada and certain parts of continental Europe. ITRM is the deployment
of knowledge  capital to meet  company-wide IT goals to obtain an optimal mix of
internal staff, third party consulting resources, and outsourcing.  Modis offers
value-added  solutions such as IT project  support and staffing,  recruitment of
full-time positions, project-based solutions, supplier management solutions, and
on-site  recruiting  support in the areas of  application  development,  systems
integration, and ERP.

Modis  generated $934 million in revenue and $208 million in gross profit during
fiscal 2000,  which represents 51.1% of total MPS revenue and 39.3% of total MPS
gross profit versus 60.8% and 49.6%, respectively, during fiscal 1999. Modis has
a variable cost business model whereby revenue and cost of revenue are primarily
generated  on a  time-and-material  basis.  Less  than 2% of  Modis  revenue  is
generated from permanent placement fees.

During fiscal 2000, MPS launched a service  offering  named  Beeline.  Through a
web-based  application,  Beeline  provides a common  platform  for  clients  and
suppliers to exchange and automate information regarding positions,  candidates,
and their businesses. By unifying processes through automation, the relationship
between  clients and  suppliers is  transformed  into a  collaborative  commerce
environment  and  business  is  conducted  more   effectively  and  efficiently.
Beeline's  corporate customers include Freddie Mac, Lutheran  Brotherhood,  Shaw
Industries,  and Neoforma.  Under its business model, Beeline seeks to collect a
service  charge from  suppliers,  which will be based on a percentage of revenue
processed  through the  service.  During  fiscal 2000,  no service  charges were
collected.  During the fourth quarter of 2000,  Beeline  focused on completing a
major new release and implementing its customers.


MARKET OVERVIEW AND COMPETITION

Businesses  continue  to  migrate to a more  flexible  workforce  which  employs
personnel on a  skill-specific  or  project-specific  basis. Key drivers include
technology  shifts, a move to Internet and web-enabled  applications,  increased
cost pressures, and skill shortages.  This shift has increased the reliance upon
business  service  partners  to  recruit  for and  provide  solutions  to  these
companies on a skill-specific or  project-specific  basis, or an economic basis.

The Company faces competition in obtaining and retaining qualified  consultants.
The  primary  competitive   factors  in  obtaining  qualified   consultants  for
professional assignments are wages, responsiveness to work schedules, continuing
professional  education  opportunities,  and number of hours of work  available.
Management  believes that MPS' divisions are highly  competitive in all of these
areas.  Specifically,  the broad geographic coverage,  strong relationships with
customers, consultants, and employees, and market leadership position gives MPS'
divisions the ability to attract and retain  consultants with the skill sets and
expertise  necessary to meet clients' needs in various industries at competitive
prices.

Further,  the Company faces competition in obtaining and retaining clients.  MPS
believes that the primary competitive factors in obtaining and retaining clients
are an  understanding  of clients'  specific  job  requirements,  the ability to
provide professional personnel in a timely manner, the monitoring of the quality
of job  performance,  and the price of services.  A large percentage of business
services firms that compete with Prolianz,  Idea Integration and Modis are local
companies  with fewer than five  offices.  Within  local  markets,  these  firms
actively compete with MPS' divisions for business,  and in most of these markets
no single  company  has a dominant  share of the  market.  MPS'  divisions  also
compete to a lesser extent with larger  full-services  competitors  in national,
regional and local markets, which are listed below.

The   principal   national   competitors   of  Prolianz   include   Robert  Half
International,  Inc., On Assignment, Inc., the legal division of Kelly Services,
Inc., Adecco SA, CDI Corporation, Korn/Ferry International, Heidrick & Struggles
International, Inc., and kforce.com, Inc.

The  principal   national   competitors  of  Idea   Integration   include  Viant
Corporation, Scient Corp., Proxicom, Inc., Agency.com Ltd., Sapient Corporation,
Accenture,   Cap  Gemini  Ernst  &  Young,  MarchFirst,   Inc.,   DiamondCluster
International,  Inc, and to an extent,  the consulting  divisions of IBM and the
'Big  Five'  accounting  firms.  In  addition,   in  seeking   engagements  Idea
Integration often competes against the internal management  information services
and information technology departments of clients and potential clients.

The principal  national  competitors  of Modis  include  Keane,  Inc.,  Computer
Horizons  Corp.,  Comsys,   CIBER,  Inc.,  Metro  Information   Service,   Inc.,
Hall-Kinion,  &  Associates,  Cambridge  Technology  Partners,  Inc.,  and iGATE
Capital Corporation.

GROWTH STRATEGY

The Company's growth strategy is focused on increasing overall revenue and gross
profits primarily through internal growth, and to a lesser extent  acquisitions.
The key elements of the Company's  internal growth strategy  include  increasing
penetration of existing  markets,  expanding  current  specialties  into new and
contiguous  geographic  markets,  and identifying and adding new practice areas.
Further, the Company can strengthen its relationships with clients,  consultants
and  employees by enhancing  the  knowledge  and skills of its  consultants  and
employees.  Finally, by concentrating our efforts in market locations,  customer
segments,  and skill areas that value high levels of service,  the Company seeks
to improve internal growth.

MATERIAL RECLASSIFICATION

On November 10, 2000, as a result of unfavorable market conditions, the Board of
Directors of the Company  cancelled the proposed plan to spin-off  Modis and its
subsidiary Idea Integration,  (collectively the 'IT Businesses')  which had been
approved  December 15, 1999. The operations and assets of the IT Businesses were
previously  reported  in the 1999  annual  report on Form  10-K as  discontinued
operations  under  Accounting  Principals  Board  Opinion  No.  30.  Due  to the
cancellation  of the plan to spin-off  the IT  Businesses,  the  operations  and
assets of the IT Businesses have been included in continuing  operations for all
periods presented.

FULL-TIME EMPLOYEES

At March 15,  2001,  the  Company  employed  approximately  16,500  professional
consultants  and  approximately   2,000  corporate   employees  on  a  full-time
equivalent  basis.   Approximately  300  of  the  employees  work  at  corporate
headquarters.  Full-time employees are covered by life and disability  insurance
and receive health and other benefits.


GOVERNMENT REGULATIONS

Outside of the United States and Canada,  the personnel  outsourcing  segment of
the Company's  business is closely  regulated.  These  regulations  differ among
countries but generally may regulate:  (i) the relationship  between the Company
and its temporary  employees;  (ii)  licensing and reporting  requirements;  and
(iii) types of  operations  permitted.  Regulation  within the United States and
Canada does not materially impact the Company's operations.

SERVICE MARKS

The Company and its  subsidiaries  maintain a number of service  marks and other
intangible  rights,  including  federally  registered  service marks for,  MODIS
PROFESSIONAL SERVICES,  MODIS (and logo),  IDEA.COM,  ACCOUNTING PRINCIPALS (and
logo),  MANCHESTER,  SCIENTIFIC STAFFING,  SPECIAL COUNSEL,  DIVERSIFIED SEARCH,
CAREERSTAT,  EXALT, and ENTEGEE for its services  generally.  The Company or its
subsidiaries  have  applications  pending before the Patent and Trademark Office
for  federal  registration  of the  service  marks  for IDEA  INTEGRATION  logo,
PROLIANZ,   MANAGEMENT  PRINCIPALS,   BEELINE,   PROCOACHING,   and  DIVERSIFIED
TECHNOLOGY  PARTNERS.  The Company  plans to file  affidavits  of use and timely
renewals, as appropriate, for these and other intangible rights it maintains.


SALE OF COMMERCIAL AND HEALTH CARE DIVISIONS

Effective  September 27, 1998,  the Company sold its  Commercial  operations and
Teleservices division with a final adjusted purchase price of $826.2 million. On
March 30, 1998, the Company sold the operations and certain assets of its Health
Care division for $8.0 million. See Item 7, Management's Discussion and Analysis
of Financial  Condition and Results of Operations,  and Note 17 to the Company's
Consolidated  Financial Statements for a discussion of the sale of the Company's
Commercial operations and Teleservices division, and Health Care operations.

SEASONALITY

The Company's  quarterly operating results are affected by the number of billing
days in the quarter and the seasonality of its customers' businesses. Demand for
the Company's  services has historically been lower during the calendar year-end
as a result of holidays,  and through  February of the  following  year,  as the
Company's customers approve annual budgets.

ITEM 2. PROPERTIES

The  Company  owns  no  material   real   property.   It  leases  its  corporate
headquarters,  as well as, almost all of its branch  offices.  The branch office
leases generally run for three to five-year terms. The Company believes that its
facilities  are  generally  adequate  for its  needs  and  does  not  anticipate
difficulty  replacing  such  facilities or locating  additional  facilities,  if
needed.

ITEM 3. LEGAL PROCEEDINGS

The  Company,  in the  ordinary  course  of its  business,  is from time to time
threatened  with or  named as a  defendant  in  various  lawsuits.  The  Company
maintains  insurance in such amounts and with such coverage and  deductibles  as
management  believes are reasonable and prudent.  There is no pending litigation
that the  Company  believes is likely to have a material  adverse  effect on the
Company, its financial position or results of its operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the twelve months ended December 31, 2000.




                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

                          PRICE RANGE OF COMMON STOCK

The  following  table sets forth the  reported  high and low sales prices of the
Company's  Common Stock for the  quarters  indicated as reported on the New York
Stock  Exchange  under the symbol "MPS".

<TABLE>
<CAPTION>
<S>                                                                                    <C>                  <C>

FISCAL YEAR 1999                                                                          High                 Low

         First Quarter........................................................           $17.13              $ 7.00

         Second Quarter.......................................................            15.63                8.00

         Third Quarter........................................................            17.50               11.88

         Fourth Quarter.......................................................            14.81                9.50

FISCAL YEAR 2000

         First Quarter........................................................           $18.69              $12.31

         Second Quarter.......................................................            13.38                7.44

         Third Quarter........................................................             9.19                4.81

         Fourth Quarter.......................................................             5.25                3.38
</TABLE>

In addition to the factors set forth below in 'FACTORS  WHICH MAY IMPACT  FUTURE
RESULTS AND FINANCIAL CONDITION' under 'MANAGEMENT'S  DISCUSSION AND ANALYSIS OF
FINANCIAL  CONDITION  AND  RESULTS OF  OPERATIONS',  the price of the  Company's
Common Stock is affected by  fluctuations  and  volatility  in the financial and
equity markets generally and in the Company's industry sector in particular.

As of March 15,  2001,  there were  approximately  851  holders of record of the
Company's Common Stock.

No cash dividend or other cash distribution with respect to the Company's Common
Stock has ever been paid by the Company. The Company currently intends to retain
any earnings to provide for the operation and expansion of its business and does
not  anticipate  paying  any  cash  dividends  in the  foreseeable  future.  The
Company's  revolving  credit  facility  prohibits the payment of cash  dividends
without the lender's consent.

During fiscal 1998, the Company's  Board of Directors  authorized the repurchase
of up to $310.0  million  of the  Company's  Common  Stock  pursuant  to a share
buyback  program,  under which the Company had  repurchased  approximately  21.8
million  shares in fiscal 1998.  The Company  completed the program in the first
quarter of 1999,  with the  repurchase  of  approximately  0.6  million  shares,
bringing the total shares  repurchased  under the program to approximately  22.4
million  shares for  approximately  $297.9  million.  All of these  shares  were
retired upon  purchase.  During fiscal 1999,  the  Company's  Board of Directors
authorized the repurchase of up to $65.0 million of the Company's  common stock.
As  of  December  31,  2000,  no  shares  have  been   repurchased   under  this
authorization.   See  'LIQUIDITY  AND  CAPITAL  RESOURCES'  under  'MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS OF  OPERATIONS'  for
additional information.



<PAGE>
<TABLE>
<CAPTION>
ITEM 6.  SELECTED FINANCIAL DATA
                                                                   Fiscal Years Ended
                                       ------------------------------------------------------------------------------------
                                                   Dec. 31,        Dec. 31,        Dec. 31,       Dec. 31,       Dec. 31,
(in thousands, except per share amounts)             2000          1999            1998 (4)       1997 (1,4)     1996 (1,4)
- -------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>            <C>             <C>            <C>            <C>
Statement of Income Data:
Revenue                                        $  1,827,686    $  1,941,649      $1,702,113   $  1,164,124    $   580,016
Cost of Revenue                                   1,296,834       1,415,901       1,234,537        835,609        426,814
                                       ------------------------------------------------------------------------------------
Gross Profit                                        530,852         525,748         467,576        328,515        153,202
Operating expenses                                  440,208         363,786         301,656        211,727        107,512
Restructuring and impairment charges                   (753)         (3,250)         34,759              -              -
Asset write-down related to sale of
  discontinued operations                            13,122          25,000               -              -              -
Merger related costs                                      -               -               -              -         14,446
                                       ------------------------------------------------------------------------------------
Operating income from continuing
   operations                                        78,275         140,212         131,161        116,788         31,244
Other expense, net                                   21,621           7,794          13,975         14,615          2,974
                                        ------------------------------------------------------------------------------------
Income from continuing operations
   before income taxes                               56,654         132,418         117,186        102,173         28,270
(Benefit) provision for income taxes                (63,099)         50,283          48,326         38,803         19,693
                                       ------------------------------------------------------------------------------------
Income from continuing operations                   119,753          82,135          68,860         63,370          8,577
Discontinued operations:
Income from discontinued operations,
   net of income taxes                                    -               -          30,020         38,663         22,633
Gain on sale of discontinued operations,
   net of income taxes (2)                                -          14,955         230,561              -              -
                                       ------------------------------------------------------------------------------------
Income before extraordinary loss                    119,753          97,090         329,441        102,033         31,210
Extraordinary loss on early
   extinguishment of debt, net of
   income tax benefit                                     -               -          (5,610)             -              -
                                       ------------------------------------------------------------------------------------
Net income                                     $    119,753    $     97,090      $  323,831   $    102,033     $   31,210
                                       ====================================================================================
Proforma provision for income taxes                       -               -               -              -         (3,642)
                                       ------------------------------------------------------------------------------------
Pro forma net income (3)                       $    119,753    $     97,090      $  323,831   $    102,033     $   34,852
                                       ====================================================================================
Basic income (loss) per common share:
   From continuing operations                  $       1.24    $       0.85      $     0.63   $       0.62     $     0.09
                                       ====================================================================================
   From discontinued operations                $          -    $          -      $     0.28   $       0.38     $     0.25
                                       ====================================================================================
   From gain on sale (2)                       $          -    $       0.16      $     2.12   $          -     $        -
                                       ====================================================================================
   From extraordinary item                     $          -    $          -      $    (0.05)  $          -     $        -
                                       ====================================================================================
   Basic net income per common share           $       1.24    $       1.01      $     2.98   $       1.00     $     0.34
                                       ====================================================================================
Diluted income (loss) per common share:
   From continuing operations                  $       1.23    $       0.85      $     0.61   $       0.59      $    0.09
                                       ====================================================================================
   From discontinued operations                $          -    $          -      $     0.26   $       0.34     $     0.24
                                       ====================================================================================
   From gain on sale (2)                       $          -    $       0.15      $     1.97   $          -     $        -
                                       ====================================================================================
   From extraordinary item                     $          -    $          -      $    (0.05)  $          -     $        -
                                       ====================================================================================
   Diluted net income per common share         $       1.23    $       1.00      $     2.79   $       0.93     $     0.33
                                       ====================================================================================

<PAGE>

                                                                 Fiscal Years Ended
                                       ------------------------------------------------------------------------------------
                                                    Dec. 31,         Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
(in thousands, except per share amounts)            2000             1999           1998 (4)       1997 (1,4)     1996 (1,4)
---------------------------------------------------------------------------------------------------------------------------

Pro forma basic income (loss)
   per common share:
   From continuing operations                  $       1.24    $       0.85      $     0.63   $       0.62     $     0.13
                                       ====================================================================================
   From discontinued operations                $          -    $          -      $     0.28   $       0.38     $     0.25
                                       ====================================================================================
   From gain on sale (2)                       $          -    $       0.16      $     2.12   $          -     $        -
                                       ====================================================================================
   From extraordinary item                     $          -    $          -      $    (0.05)  $          -     $        -
                                       ====================================================================================
   Pro forma basic net income
     per common share                          $       1.24    $       1.01      $     2.98   $       1.00     $     0.38
                                       ====================================================================================
Pro forma diluted income (loss)
   per common share:
   From continuing operations                  $       1.23    $       0.85      $     0.61   $       0.59      $    0.13
                                       ====================================================================================
   From discontinued operations                $          -    $          -      $     0.26   $       0.34     $     0.24
                                       ====================================================================================
   From gain on sale (2)                       $          -    $       0.15      $     1.97   $          -     $        -
                                       ====================================================================================
   From extraordinary item                     $          -    $          -      $    (0.05)  $          -     $        -
                                       ====================================================================================
   Pro forma diluted net income
     per common share                          $       1.23    $       1.00      $     2.79   $       0.93     $     0.37
                                       ====================================================================================

Basic average common shares
   outstanding                                       96,675           96,268        108,518        101,914         90,582
Diluted average common                 ====================================================================================
   shares outstanding                                97,539           97,110        116,882        113,109         95,317
                                       ====================================================================================


Balance Sheet data:
Working capital                                $     248,388     $    247,111   $   16,138     $    481,362   $   397,699
Total assets                                       1,653,560        1,596,395    1,571,881        1,402,626       840,469
Long term debt                                       194,000          238,615       15,525          434,035       103,369
Stockholders' equity                               1,303,218        1,182,515    1,070,110          812,842       669,779

</TABLE>

(1)  Includes the financial  information of the Company for the respective years
     noted  above  restated to account for any  material  business  combinations
     accounted for under the pooling-of-interests method of accounting.

(2)  Gain on sale  relates  to the  gain on the  sale of the net  assets  of the
     Company's   discontinued   operations.   See  Note  17  to  the   Company's
     Consolidated Financial Statements for a further discussion.

(3)  Pro forma net  income  is the  Company's  historical  net  income  less the
     approximate  federal and state income taxes that would have been  incurred,
     if the companies with which the Company merged had been subject to tax as a
     C Corporation.

(4)  Diluted  average  common shares  outstanding  have been computed  using the
     treasury  stock  method  and the as-if  converted  method  for  convertible
     securities  which  includes   dilutive  common  stock   equivalents  as  if
     outstanding during the respective periods.

<PAGE>

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

On November 10, 2000, as a result of unfavorable market conditions, the Board of
Directors  of the  Company  cancelled  the  proposed  plan  to  spin-off  the IT
Businesses.  The  operations  and assets of the IT  Businesses  were  previously
reported in the 1999 annual report on Form 10-K as discontinued operations under
Accounting  Principals Board Opinion No. 30. Due to the cancellation of the plan
to spin-off the IT Businesses,  the Company's  Consolidated Financial Statements
and Management's  Discussion and Analysis of Financial  Condition and Results of
Operations  have been  reclassified  to report  the  results  of  operations  of
Prolianz  and  the IT  Businesses  as  continuing  operations  for  all  periods
presented.

Effective September 27, 1998 and March 30, 1998, the Company sold its Commercial
operations and Teleservices  division,  and the operations and certain assets of
its Health Care division,  respectively,  (jointly the "Commercial Businesses").
The  Commercial  operations  and  Teleservices  division  were sold with a final
adjusted  purchase  price of $826.2  million in cash.  The after-tax gain on the
sale was $230.6  million.  The  operations and certain assets of the Health Care
division were sold for consideration of $8.0 million, consisting of $3.0 million
in cash and $5.0 million in a note receivable. The initial after-tax gain on the
sale was $0.1 million.

In connection with the Company's sale of its health care operations, the Company
entered into an agreement  with the purchaser of the health care assets  whereby
the Company agreed to make advances to the purchaser to fund its working capital
requirements.  These  advances  were  collateralized  by the  assets of the sold
operations, primarily the accounts receivable. In the third quarter of 1999, the
Company  was  informed  by the  purchaser  that  they  would  default  on  their
obligation  to the Company.  The Company  evaluated the total amount owed to the
Company  in both  fiscal  1999 and  fiscal  2000,  ultimately  believing  it was
probable that the purchaser's debt would not be repaid. Accordingly, the Company
provided an allowance of $25.0 million and $13.1 million,  respectively, for the
purchaser's  debt. As of December 31, 2000,  the Company had fully  reserved all
amounts owed to the Company under this agreement.

As a result of the sale of the Company's  Commercial  Businesses,  the Company's
Consolidated  Financial  Statements and Management's  Discussion and Analysis of
Financial  Condition and Results of Operations  report the results of operations
of  the  Commercial  Businesses  as  discontinued  operations  for  all  periods
presented.

The following detailed analysis of operations should be read in conjunction with
the 2000 Financial  Statements and related notes included elsewhere in this Form
10-K.

                       FISCAL 2000 COMPARED TO FISCAL 1999

Revenue.  Revenue  decreased  $113.9  million,  or 5.9%, to $1,827.7  million in
fiscal 2000 from $1,941.6  million in fiscal 1999. The decrease was attributable
to a decrease in revenue for the Modis  division  which  accounted for 51.1% and
60.8% of the  Company's  total  revenue for fiscal 2000 and 1999,  respectively.
Revenue in Modis decreased $247.0 million, or 20.9%, to $934.0 million in fiscal
2000,  from  $1,181.0  million in fiscal  1999.  This  decrease  in revenue  was
primarily  attibutable  to the  continuing  diminished  demand  for  information
technology  services as the Company's  customers  continue to re-evaluate  their
information  technology  infrastructure  needs after  addressing their year 2000
issues.

Revenue in Prolianz  increased  $60.1  million,  or 10.1%,  to $652.6 million in
fiscal 2000 from $592.5  million in fiscal 1999.  The increase in revenue is due
to internal growth.  Prolianz  operates  primarily  through five operating units
consisting of the accounting and finance, legal,  engineering/technical,  career
management and consulting and scientific units which contributed  39.4%,  13.2%,
34.7%, 8.5% and 4.2%, respectively, of Prolianz's revenue by group during fiscal
2000 as compared to 38.4%,  13.7%,  33.1%, 9.7% and 5.1%,  respectively,  during
fiscal 1999.

Revenue in Idea Integration increased $72.9 million, or 43.3%, to $241.1 million
in fiscal 2000,  from $168.2 million in fiscal 1999. This increase in revenue is
due to a  combination  of internal  growth and a  contribution  of revenue  from
companies acquired in the first quarter of 2000.

Gross Profit.  Gross profit  increased $5.2 million or 1.0% to $530.9 million in
fiscal 2000 from $525.7 million in fiscal 1999.  Gross margin increased to 29.0%
in fiscal 2000 from 27.1% in fiscal 1999.  The overall  increase in gross margin
was primarily due to the increased  revenue  contribution  of the Company's Idea
Integration division,  which generated a gross margin of 43.5% in fiscal 2000 as
compared to 41.8% in fiscal  1999.  Revenue  contributed  from Idea  Integration
increased to 13.2% in fiscal 2000 from 8.7% in fiscal 1999.  The gross margin in
Prolianz  increased to 33.3% in fiscal 2000 from 32.9% in fiscal 1999. The gross
margin in Modis increased to 22.3% in fiscal 2000 from 22.1% in fiscal 1999.

Operating  expenses.  Operating  expenses  increased  $67.1  million or 17.4% to
$452.6  million in fiscal 2000 from $385.5 million in fiscal 1999. The Company's
general and administrative  ("G&A") expenses increased $67.7 million or 21.2% to
$386.3  million in fiscal 2000,  from $318.6 million in fiscal 1999. The overall
increase in G&A expenses is attributable  primarily to Idea Integration and to a
lesser extent Prolianz. Idea Integration's G&A expenses increased $51.5 million,
or 137.0%, to $89.1 million in fiscal 2000 from $37.6 million in fiscal 1999. As
a percentage of revenue,  Idea  Integration's G&A expenses increased to 37.0% in
fiscal 2000 from 22.4% in fiscal 1999.  The increase in Idea  Integration's  G&A
expenses was  primarily  related to increased  expenses to support the growth of
the division,  including sales, marketing and brand recognition.  Prolianz's G&A
expenses  increased  $12.8 million,  or 10.1%,  to $139.7 million in fiscal 2000
from $126.9 million in fiscal 1999,  even though G&A expenses as a percentage of
revenue  remained  constant at 21.4% for the respective  years.  The increase in
Prolianz's  G&A expenses  was  primarily  related to the internal  growth of its
operating units and increased expenses to support the growth of the division.

G&A expenses for Modis  decreased  $3.9 million,  or 2.5%, to $150.2  million in
fiscal  2000 from  $154.1  million in fiscal  1999.  The  decrease in Modis' G&A
expenses is associated with the decrease in revenue for fiscal 2000.  During the
fourth  quarter of 2000,  the Company  implemented  cost  reduction  initiatives
within the Modis division that resulted in a decrease in G&A expenses during the
quarter.

Further,  the Company incurred charges of $13.1 million and $25.0 million during
fiscal 2000 and fiscal 1999, respectively, related to the impairment of the note
receivable  due from the  purchaser of the  Company's  discontinued  health care
division.  In fiscal  2000,  the Company  also  incurred  costs of $7.3  million
related to the planned  separation  and spin-off of the IT Businesses  which was
cancelled.

Income from  operations.  Income from  operations  decreased  $61.9 million,  or
44.2%,  to $78.3 million in fiscal 2000, from $140.2 million in fiscal 1999. The
decrease  in  operating  income is due to the lower  contribution  of  operating
income from the Company's  Idea  Integration  and Modis  divisions.  The Company
elected to increase expenditures in Idea Integration to support sales, marketing
and brand  recognition.  Additionally,  Modis' costs  decreased  slightly with a
reduction in revenue.  Income from operations for Prolianz,  however,  increased
$7.3 million,  or 13.4%,  to $61.7 million in fiscal 2000, from $54.4 million in
fiscal 1999, mainly as a result of the increase in revenue in Prolianz.  For the
Company as a whole,  income from operations as a percentage of revenue decreased
to 4.3% in fiscal 2000, from 7.2% in fiscal 1999.

Other expense,  net. Other expense,  net consists  primarily of interest expense
related to borrowings under the Company's credit  facilities and notes issued in
connection  with  acquisitions,  net of interest  income  related to  investment
income from (1) certain  investments  owned by the Company and (2) cash on hand.
Interest expense  increased $10.8 million,  or 88.5%, to $23.0 million in fiscal
2000,  from $12.2  million in fiscal 1999.  Interest  expense in fiscal 1999 was
significantly reduced as a result of the net cash on hand related to the sale of
the Company's  discontinued  Commercial  operations and Teleservices division in
fiscal  1998  resulting  in an  overall  lower  level of  borrowings  under  the
Company's credit facilities  during fiscal 1999.  Interest expense was offset by
$1.4  million of  interest  and other  income in fiscal 2000 as compared to $4.4
million in fiscal 1999.

Income Taxes. The Company recognized a net income tax benefit for fiscal 2000 of
$63.1  million as compared to an income tax provision of $50.3 million in fiscal
1999. The income tax benefit related primarily to a tax benefit of $99.7 million
associated  with an investment  in a subsidiary.  This tax benefit was partially
offset by a $13.4  million  valuation  allowance.  Absent this net benefit,  the
Company's  effective  tax rate  increased to 41.0% in fiscal 2000 as compared to
38.0% in fiscal 1999, due to (1) the effect of foreign tax credits recognized in
fiscal 1999, and (2) the increased effect of  non-deductible  expense items on a
lower level of income in fiscal 2000.

Income from  continuing  operations.  As a result of the foregoing,  income from
continuing  operations  increased $37.7 million,  or 45.9%, to $119.8 million in
the fiscal  2000,  from $82.1  million in fiscal  1999.  Income from  continuing
operations  as a percentage  of revenue  increased to 6.6% in fiscal 2000,  from
4.2% in fiscal 1999.



                       FISCAL 1999 COMPARED TO FISCAL 1998


Results from continuing operations

Revenue.  Revenue  increased  $239.5 million,  or 14.1%, to $1,941.6  million in
fiscal 1999 from  $1,702.1  million in fiscal 1998.  The increase in revenue was
primarily  due to  internal  growth  and,  to a lesser  extent,  growth  through
acquisition of businesses.

Revenue in Prolianz  increased  $54.5  million,  or 10.1%,  to $592.5 million in
fiscal 1999 from $538.0  million in fiscal  1998.  Prolianz  operates  primarily
through five operating  units  consisting of the accounting and finance,  legal,
engineering/technical,  career  management and  consulting and scientific  units
which  contributed  38.4%,  13.7%,  33.1%,  9.7%  and  5.1%,  respectively,   of
Prolianz's  revenue by group  during  fiscal 1999 as  compared to 33.5%,  17.1%,
34.1%, 9.0% and 6.3%, respectively, during fiscal 1998.

Revenue in Modis  increased  $131.3 million,  or 12.5%,  to $1,181.0  million in
fiscal 1999, from $1,049.7  million in fiscal 1998.  Revenue in Idea Integration
increased $53.8 million, or 47.0%, to $168.2 million in fiscal 1999, from $114.4
million in fiscal 1998.

Gross Profit. Gross profit increased $58.1 million or 12.4% to $525.7 million in
fiscal 1999 from $467.6 million in fiscal 1998. The increase in gross profit was
due to a  combination  of  internal  growth and growth  through  acquisition  of
businesses.  Gross margin decreased  slightly to 27.1% in fiscal 1999 from 27.5%
in  fiscal  1998 as a result  of the  decrease  in gross  margins  in both  Idea
Integration and Modis. The gross margin in Idea  Integration  decreased to 41.8%
in fiscal  1999 from 43.3% in fiscal  1998 due to an  increase  in  compensation
costs due to  competitive  recruiting  and retention  environment  during fiscal
1999. The gross margin in Modis  decreased to 22.1% in fiscal 1999 from 24.0% in
fiscal 1998 due to the increased percentage of Modis' revenues generated by U.K.
operations, which generally contribute a lower gross margin percentage.

The gross  margin in  Prolianz  increased  to 32.9% in fiscal 1999 from 30.8% in
fiscal  1998.  The  increase  in gross  margin  was  primarily  a result  of the
continued migration to higher margin  solutions-type  engagements.

Operating  Expenses.  Operating  expenses  increased  $49.1  million or 14.6% to
$385.5  million in fiscal 1999 from $336.4 million in fiscal 1998. The Company's
G&A expenses  increased $54.0 million or 20.4% to $318.6 million in fiscal 1999,
from $264.6  million in fiscal 1998.  The increase in G&A expenses was primarily
related to the  internal  growth of  operating  companies,  investments  made to
improve infrastructure and to develop technical practices and increased expenses
at the corporate  level to support the growth of the Company,  including  sales,
marketing  and brand  recognition.  G&A  expenses  in Prolianz  increased  $23.7
million,  or 23.0%,  to $126.9  million in fiscal  1999 from  $103.2  million in
fiscal 1998. As a percentage of revenue,  Prolianz's  G&A expenses  increased to
21.4% in fiscal 1999 from 19.8% in fiscal 1998. G&A expenses in Idea Integration
increased  $10.5 million,  or 38.7%,  to $37.6 million in fiscal 1999 from $27.1
million in fiscal  1998.  As a percentage  of revenue,  Idea  Integration's  G&A
expenses  decreased  to 22.4% in fiscal  1999 from  23.7% in  fiscal  1998.  G&A
expenses in Modis increased $19.8 million, or 14.7%, to $154.1 million in fiscal
1999 from $134.3 million in fiscal 1998. As a percentage of revenue,  Modis' G&A
expenses  increased  to  13.0%  in  fiscal  1999  from  12.8%  in  fiscal  1998.
Additionally,  the  Company  incurred  charges of $25.0  million in fiscal  1999
related to the  impairment of the note  receivable due from the purchaser of the
Company's  discontinued  Health Care  division.  These  increases  in  operating
expenses  relating to both the increase in G&A expenses and the charges  related
to the Company's  discontinued  Health Care  division  were  somewhat  offset by
restructuring and impairment  charges of $34.8 million in fiscal 1998 associated
with the Company's restructuring plan. See Note 12 to the Company's Consolidated
Financial Statements for a discussion on the Company's restructuring plan.

Income from  Operations.  As a result of the foregoing,  income from  operations
increased  $9.0 million,  or 6.9%, to $140.2  million in fiscal 1999 from $131.2
million in fiscal 1998.

Other expense, net. Interest expense decreased $11.5 million, or 48.5%, to $12.2
million in fiscal 1999, from $23.7 million in fiscal 1998.  Interest  expense in
fiscal  1999  was  significantly  reduced  as a  result  of the net cash on hand
related to the sale of the  Company's  discontinued  Commercial  operations  and
Teleservices  division in fiscal 1998  resulting  in less  borrowings  under the
Company's  credit  facilities.  Interest  expense was offset by $4.4  million of
interest  and other  income in fiscal 1999 as compared to $9.7 million in fiscal
1998.

Income Taxes. The Company's effective tax rate decreased to 38.0% in fiscal 1999
compared to 41.2% in fiscal  1998.  The  decrease  was due to (1) a $9.9 million
non-deductible  goodwill  impairment  charge  included in taxable  income during
fiscal  1998  (included  in  the  restructuring  and  impairment  charge  of the
Company's  restructuring  plan) and (2) foreign tax credits recognized in fiscal
1999. Absent the 1998 charge and the 1999 credits,  the Company's  effective tax
rate would have  increased to 39.5% for fiscal 1999 compared to 38.0% for fiscal
1998 as a result of certain  non-deductible expense items, the majority of which
is  non-deductible  goodwill  amortization,   resulting  from  tax-free  mergers
accounted for under the purchase method of accounting during 1998.

Income from  continuing  operations.  As a result of the foregoing,  income from
continuing operations increased $13.2 million, or 19.2%, to $82.1 million in the
fiscal  1999,  from  $68.9  million  in  fiscal  1998.  Income  from  continuing
operations  as a percentage  of revenue  increased to 4.2% in fiscal 1999,  from
4.0% in fiscal 1998.


Results of discontinued operations

The reported  results from  discontinued  operations  include the results of the
Company's  Commercial  operations and Teleservices  division for the nine months
ended September 30, 1998 and the results of the Company's health care operations
for the period January 1, 1998 through March 28, 1998.  The following  discloses
the results of the discontinued Commercial businesses for fiscal 1998:

<TABLE>
<CAPTION>
<S>                                                               <C>
  Discontinued Commercial businesses:
      Revenue                                                $     919,400
      Cost of revenue                                              708,930
      Operating expense                                            156,180
           Operating income                                         54,290
      Interest, net                                                  4,200
      Provision for income taxes                                    20,070
           Income from discontinued commercial businesses           30,020

</TABLE>

Results of the  discontinued  Commercial  Business  include  the  allocation  of
certain net common  expenses  for  corporate  support and back office  functions
totaling  approximately  $0.9  million  for the year ended  December  31,  1998.
Corporate  support  and back  office  allocations  are based on the ratio of the
Company's  consolidated  revenues,  operating  income  and assets to that of the
discontinued  Commercial  Business.  Additionally,  the results of  discontinued
operations  include  allocations of consolidated  interest expense totaling $4.2
million for fiscal 1998.  Interest  expense is  allocated  based on the historic
funding needs of the discontinued operations, using a rate that approximates the
weighted  average interest rate outstanding for the Company for each fiscal year
presented.  Historic funding needs include: the purchases of property, plant and
equipment,  acquisitions, current income tax liabilities and fluctuating working
capital needs.

Extraordinary item

During  the  fourth   quarter  of  fiscal  1998,   the  Company   recognized  an
extraordinary  after-tax  charge of $5.6  million  as a result of the  Company's
early retirement of $16.5 million of 7% Convertible Senior Notes Due 2002, which
could have been converted into 1,449,780  shares of the Company's  Common Stock,
and the  termination  of the  Company's  existing  credit  facility  immediately
subsequent to the sale of the Company's  Commercial  operations and Teleservices
division.

<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

The  Company's  capital  requirements  have  principally  been  related  to  the
acquisition of businesses, working capital needs and capital expenditures. These
requirements  have been met through a  combination  of bank debt and  internally
generated  funds.  The  Company's  operating  cash  flows  and  working  capital
requirements  are  affected  significantly  by the timing of payroll  and by the
receipt  of  payment  from  the  customer.   Generally,  the  Company  pays  its
consultants weekly or semi-monthly,  and receives payments from customers within
30 to 90 days from the date of invoice.

The  Company  had working  capital of $248.4  million  and $247.1  million as of
December 31, 2000 and 1999, respectively.  Included in current liabilities as of
December 31, 2000 and 1999 were amounts related to earn-out  payments due to the
former owners of acquired  companies.  The earn-out amounts were scheduled to be
paid in the first and second quarters of fiscal 2001 and 2000, respectively, and
were  capitalized to the goodwill  balances  related to the respective  acquired
companies.  The Company had cash and cash  equivalents  of $5.0 million and $8.5
million as of  December  31,  2000 and 1999,  respectively.

For the years ended  December 31,  2000,  1999 and 1998,  the Company  generated
$192.7 million,  $75.7 million,  and $88.9 million of cash flow from operations,
respectively.  The  increase  in cash flow from  operations  in fiscal 2000 from
fiscal 1999 primarily  related to a net tax benefit of $86.3 million  associated
with an investment in a subsidiary and to a lesser extent  improved  receivables
collection, decreasing the cash needed to fund accounts receivable. The decrease
in cash flow from operations in fiscal 1999 from fiscal 1998 was due to payments
associated with the Company's  restructuring plan along with an increase in cash
needed to fund accounts receivable and Company infrastructure.

For the year ended  December 31, 2000,  the Company used $148.8  million of cash
for  investing  activities,  primarily  as a  result  of  acquisitions  in  Idea
Integration  and to a lesser  extent  earn-out  payments.  The Company also used
$25.2 million for capital  expenditures.  For the year ended  December 31, 1999,
the Company used $392.5 million of cash flow for investing activities, mainly as
a result of the payment of a tax  liability,  net worth  adjustment  and certain
transaction  expenses of $191.4  million  relating to the sale of the  Company's
Commercial operations and Teleservices division.  Additionally, the Company used
$160.7 million for acquisitions and earn-out payments, $21.2 million for capital
expenditures,  and $19.2  million for advances  associated  with the sale of the
Company's Health Care division in fiscal 1998.

For the year ended  December 31, 1998, the Company  generated  $645.0 million of
cash flow from  investing  activities,  primarily as a result of net proceeds of
$840.9 million received from the Company's sale of its Commercial operations and
Teleservices  division.  The  Company  also used $195.9  million  for  investing
activities,  which was comprised of cash the Company used for  acquisitions  and
earn-out payments of $157.1 million,  for capital expenditures of $22.9 million,
and advances  related to the sale of its discontinued  Healthcare  operations of
$15.9 million.

In connection with the Company's sale of its health care operations, the Company
entered into an agreement  with the purchaser of the health care assets  whereby
the Company agreed to make advances to the purchaser to fund its working capital
requirements.  These  advances  were  collateralized  by the  assets of the sold
operations, primarily the accounts receivable. In the third quarter of 1999, the
Company  was  informed  by the  purchaser  that  they  would  default  on  their
obligation to the Company.  The Company  believed it was probable that a portion
of the advances would not be repaid and  accordingly,  provided an allowance for
the advances  estimated to be uncollectible  of $25.0 million.  At September 30,
2000,  the total amount owed to the Company,  net of the $25.0 million  reserve,
was $13.1 million.  The Company reevaluated the total amount owed to the Company
and believed it was  probable  that the balance of the  purchaser's  debt to the
Company  of $13.1  million  would not be repaid  and  accordingly,  provided  an
additional allowance for the debt estimated to be uncollectible.  As of December
31, 2000,  the Company had fully  reserved all amounts owed to the Company under
this agreement.

For the year ended December 31, 2000, the Company used $47.4 million of cash for
financing  activities.  This amount primarily  represented net repayments on the
Company's credit facility and on notes issued in connection with the acquisition
of certain companies. These repayments were mainly funded from a net tax benefit
associated with an investment in a subsidiary.

For the year ended December 31, 1999, the Company  generated $223.0 million from
financing activities.  During fiscal 1999, this amount primarily represented net
borrowings from the Company's credit  facility,  which was used primarily to pay
the tax  liability  and  other  payments  related  to the sale of the  Company's
Commercial  operations and Teleservices  division.  Additionally,  in connection
with the  Company's  1998 share  buyback  program,  the Company  was  refunded a
portion of the purchase price in the first quarter of 1999.

For the year ended  December  31,  1998,  the Company  used  $658.6  million for
financing  activities  of  which  $309.7  million  was  used to  repurchase  the
Company's  Common  Stock,  $349.5  million for net  repayments  on the Company's
credit  facility  and on notes  issued in  connection  with the  acquisition  of
certain  companies,  $23.6 million related to the repurchase of the Company's 7%
Convertible  Senior Notes Due 2002, and the receipt of $24.2 million  related to
the proceeds  from stock  options  exercised.  The  repayments  on the Company's
credit  facility were mainly  funded from the sale of the  Company's  Commercial
operations and Teleservices division.

On October 31, 1998, the Company's Board of Directors  authorized the repurchase
of up to $200.0  million  of the  Company's  Common  Stock  pursuant  to a share
buyback program. On December 4, 1998, the Company's Board of Directors increased
the authorized share buyback program by an additional  $110.0 million,  bringing
the total  authorized  repurchase  amount to $310.0 million.  As of December 31,
1998,  the Company had  repurchased  approximately  21,751,000  shares under the
share buyback  program.  Included in the shares  repurchased  as of December 31,
1998 were approximately  6,150,000 shares repurchased under an accelerated stock
acquisition  plan ("ASAP").  The Company  entered into the ASAP with a brokerage
firm which agreed to sell to the Company shares of its Common Stock at a certain
cost.  The  brokerage  firm  borrowed  these shares from its  customers  and was
required to enter into market  transactions,  subject to Company  approval,  and
purchase shares of Company Common Stock to return to its customers. The Company,
pursuant to the ASAP,  agreed to compensate the brokerage firm for any increases
in the  Company's  stock  price that would  cause the  brokerage  firm to pay an
amount to purchase the stock over the ASAP price. Conversely,  the Company would
receive a refund in the purchase  price if the Company's  stock price fell below
the ASAP price.  Subsequent  to December  31, 1998,  the Company  used  refunded
proceeds from the ASAP to complete the program during January and February 1999,
with the repurchase of approximately  597,000 shares,  bringing the total shares
repurchased   under  the  program  to   approximately   22,348,000   shares  for
approximately $297.9 million. All of these shares were retired upon purchase. On
November 4, 1999, the Company's Board of Directors  authorized the repurchase of
up to $65.0 million of the Company's  common stock.  As of December 31, 2000, no
shares have been repurchased under this authorization.

The Company is also  obligated  under  various  acquisition  agreements  to make
earn-out payments to former  stockholders of acquired  companies in fiscal 2001.
The Company  estimates that the amount of these payments will total $5.0 million
for  fiscal  2001.

The Company  anticipates that capital  expenditures for furniture and equipment,
including  improvements  to its  management  information  and operating  systems
during the next twelve months will be  approximately  $28.0 million.

The Company  believes that funds  provided by operations,  available  borrowings
under the credit  facility,  and current  amounts of cash will be  sufficient to
meet its presently  anticipated needs for working capital,  capital expenditures
and acquisitions for at least the next 12 months.


<PAGE>

Indebtedness of the Company

The Company has a $350 million  revolving credit facility which is syndicated to
a group of 13 banks with Bank of America,  as the principal agent. This facility
expires on October 27, 2003. In addition, the Company also has a $50 million 364
day  credit  facility  that  expires  on October  24,  2001.  The 364 day credit
facility,  which has  historically  never been drawn upon, was reduced in fiscal
2000 from $150  million  to $50  million  to more  closely  align the  Company's
borrowing  capacity to its  anticipated  funding  needs.  The credit  facilities
contain certain financial and non-financial  covenants relating to the Company's
operations,  including  maintaining  certain financial ratios.  Repayment of the
credit facilities are guaranteed by the material subsidiaries of the Company. In
addition,  approval  is required  by the  majority of the lenders  when the cash
consideration  of  an  individual   acquisition   exceeds  10%  of  consolidated
stockholders' equity of the Company.

As of March 15, 2001, the Company had a balance of approximately  $184.0 million
outstanding  under  the $350  million  credit  facility.  The  Company  also had
outstanding letters of credit in the amount of $2.0 million, reducing the amount
of funds available under the credit  facilities to approximately  $214.0 million
as of March 15, 2001.

The Company has certain  notes  payable to  shareholders  of acquired  companies
which bear interest at rates ranging from 4.7% to 6.5%, all maturing by November
2001. As of December 31, 2000, the Company owed  approximately  $24.7 million in
such acquisition indebtedness.




<PAGE>

INFLATION

The effects of inflation on the Company's operations were not significant during
the periods  presented in the financial  statements.  Generally,  throughout the
periods  discussed above, the increases in revenue have resulted  primarily from
higher volumes, rather than price increases.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  ("SFAS") No. 133,  "Accounting  for Derivative
Instruments and for Hedging Activities." SFAS No. 133 establishes accounting and
reporting  standards  requiring that every derivative  instrument be recorded on
the balance sheet as either an asset or liability  measured at fair value.  SFAS
No. 133  requires  that  changes  in a  derivative's  fair  value be  recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting  for  qualifying  hedges  allows a  derivative's  gains and losses to
offset related  results on the hedged item in the income  statement and requires
that a company  formally  document,  designate and assess the  effectiveness  of
transactions  that  receive  hedge  accounting.  In  June  1999,  the  Financial
Accounting  Standards  Board  issued SFAS No. 137, an amendment to SFAS No. 133,
deferring the effective  date of SFAS No. 133. SFAS No. 133 is effective for all
fiscal quarters of all fiscal years beginning after June 15, 2000, and cannot be
applied  retroactively.  Management has determined  that there will be no impact
upon the  adoption of SFAS No. 133;  however,  SFAS No. 133 could  increase  the
volatility  of reported  earnings and other  comprehensive  income  depending on
future derivative instruments which may be obtained by the Company.





<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  following  assessment  of the  Company's  market  risks  does  not  include
uncertainties  that  are  either  nonfinancial  or   nonquantifiable,   such  as
political, economic, tax and credit risks.

Interest  Rates.  The Company's  exposure to market risk for changes in interest
rates  relates  primarily  to  the  Company's   short-term  and  long-term  debt
obligations and to the Company's investments.

The  Company's  investment  portfolio  consists  of cash  and  cash  equivalents
including  deposits in banks,  government  securities, money market  funds,  and
short-term  investments with maturities,  when acquired, of 90 days or less. The
Company is adverse to principal loss and ensures the safety and  preservation of
its invested funds by placing these funds with high credit quality issuers.  The
Company  constantly  evaluates its invested funds to respond  appropriately to a
reduction in the credit rating of any investment issuer or guarantor.

The Company's  short-term and long-term debt obligations  totaled $218.7 million
as of December 31, 2000 and the Company had $204.0 million  available  under its
credit  facilities.  The debt  obligations  consist  of notes  payable to former
shareholders  of acquired  corporations,  which are at a fixed rate of interest,
and extend through November 2001. The interest rate risk on these obligations is
thus immaterial due to the dollar amount of these obligations. The interest rate
on the credit  facilities  is variable  and at a margin of 50 to 75 basis points
above a base rate as defined by the applicable credit facility.

Foreign currency  exchange rates.  Foreign currency exchange rate changes impact
translations of foreign denominated assets and liabilities into U.S. dollars and
future  earnings  and cash  flows from  transactions  denominated  in  different
currencies.   The  Company  generated  approximately  23%  of  its  fiscal  2000
consolidated revenues from international operations,  approximately 97% of which
were from the United Kingdom.  The exchange rate has decreased  approximately 7%
in fiscal 2000, from 1.61 at December 31, 1999 to 1.49 at December 31, 2000. The
exchange rate  fluctuation  has not  historically  had a material  impact on the
Company's  results  of  operations;  however,  if  the  British  pound  sterling
continues  to weaken,  exchange  rates could have a material  adverse  effect on
future results of operations. The Company did not hold or enter into any foreign
currency derivative instruments as of December 31, 2000.


<PAGE>

FACTORS WHICH MAY IMPACT FUTURE RESULTS AND FINANCIAL CONDITION

Effect of Fluctuations in the General Economy

Demand  for  the  Company's  professional  business  services  is  significantly
affected by the general level of economic  activity in the markets served by the
Company.  During periods of slowing economic activity,  companies may reduce the
use of outside consultants and staff augmentation  services prior to undertaking
layoffs of full-time employees. Also during such periods, companies may elect to
defer installation of new IT systems and platforms (such as Enterprise  Resource
Planning  systems) or upgrades to existing  systems and platforms.  As a result,
any significant  economic  downturn could have a material  adverse effect on the
Company's results of operations or financial condition.

The Company may also be adversely effected by consolidations through mergers and
otherwise of main customers or between major customers with non-customers. These
consolidations  as  well  as  corporate  downsizings  may  result  in  redundant
functions or services and a resulting  reduction in demand by such customers for
the Company's  services.  Also, spending for outsourced business services may be
put on hold until the consolidations are completed.

Competition

The Company's industry is intensely competitive and highly fragmented,  with few
barriers  to entry by  potential  competitors.  The  Company  faces  significant
competition in the markets that it serves and will face significant  competition
in any geographic  market that it may enter. In each market in which the Company
operates,  it competes for both clients and qualified  professionals  with other
firms  offering  similar  services.  Competition  creates an aggressive  pricing
environment and higher wage costs, which puts pressure on gross margins.

Ability to Recruit and Retain Professional Employees

The Company  depends on its ability to recruit and retain  employees who possess
the skills, experience and/or professional  certifications necessary to meet the
requirements of the Company's  clients.  Competition for individuals  possessing
the requisite  criteria is intense,  particularly in certain  specialized IT and
professional  skill areas.  The Company  often  competes with its own clients in
attracting  and retaining  qualified  personnel.  There can be no assurance that
qualified  personnel  will be available and  recruited in sufficient  numbers on
economic terms acceptable to the Company.

Ability  to  Continue  Acquisition  Strategy;   Ability  to  Integrate  Acquired
Operations

The Company has experienced significant growth in the past through acquisitions.
Although the Company continues to seek acquisition  opportunities,  there can be
no assurance that the Company will be able to negotiate acquisitions on economic
terms acceptable to the Company or that the Company will be able to successfully
identify  acquisition  candidates and integrate all acquired operations into the
Company.

Possible Changes in Governmental Regulations

From time to time, legislation is proposed in the United States Congress,  state
legislative  bodies  and by  foreign  governments  that would have the effect of
requiring  employers  to  provide  the  same or  similar  employee  benefits  to
consultants  and  other  temporary  personnel  as those  provided  to  full-time
employees.  The  enactment of such  legislation  would  eliminate one of the key
economic reasons for outsourcing certain human resources and could significantly
adversely impact the Company's staff  augmentation  business.  In addition,  the
Company's  costs could increase as a result of future laws or  regulations  that
address insurance, benefits or other employment-related matters. There can be no
assurance that the Company could  successfully  pass any such increased costs to
its clients.

<PAGE>
ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(a) Consolidated Financial Statements: The following consolidated financial
        statements are included in this Annual Report on Form 10-K:

<TABLE>
<CAPTION>


<S>     <C>
        Report of Independent Certified Public Accountants
        Consolidated Balance Sheets at December 31, 2000 and 1999
        Consolidated Statements of Income for the years ended
           December 31, 2000, 1999, and 1998
        Consolidated Statements of Stockholders' Equity for the years ended
           December 31, 2000, 1999, and 1998
        Consolidated Statements of Cash Flows for the years ended
           December 31, 2000, 1999, and 1998
        Notes to Consolidated Financial Statements


</TABLE>


<PAGE>


               Report of Independent Certified Public Accountants

To the Board of Directors and Stockholders of
Modis Professional Services, Inc.


In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated statements of income,  stockholders' equity, and cash flows present
fairly, in all material  respects,  the financial position of Modis Professional
Services,  Inc.  and its  Subsidiaries  at December  31, 2000 and 1999,  and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2000, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the  responsibility of the Company's  management;  our  responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  statements in accordance with auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.



PricewaterhouseCoopers LLP
Jacksonville, Florida
March 23, 2001

<PAGE>
Modis Professional Services Inc. and Subsidiaries
Consolidated Balance Sheets.


<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,      DECEMBER 31,
(dollar amounts in thousands except per share amounts)                                   2000               1999
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                          $     5,013      $      8,526
   Accounts receivable, net of allowance of $19,433 and $16,510                           343,314           330,036
   Prepaid expenses                                                                         9,404            11,199
   Deferred income taxes                                                                    6,687             8,120
   Note receivable                                                                              -            18,775
   Other                                                                                    7,889            16,113
                                                                                     ----------------------------------
      Total current assets                                                                372,307           392,769
Furniture, equipment and leasehold improvements, net                                       55,711            45,960
Goodwill, net                                                                           1,199,849         1,132,586
Other assets, net                                                                          25,693            25,080
                                                                                     ----------------------------------
    Total assets                                                                      $ 1,653,560      $  1,596,395
                                                                                     ==================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Notes payable                                                                      $    24,719      $      8,662
   Accounts payable and accrued expenses                                                   50,648            90,431
   Accrued payroll and related taxes                                                       41,540            46,565
   Income taxes payable                                                                     7,012                 -
                                                                                     ----------------------------------
     Total current liabilities                                                            123,919           145,658
Notes payable, long-term portion                                                          194,000           238,615
Deferred income taxes                                                                      28,584            25,595
Other                                                                                       3,839             4,012
                                                                                     ----------------------------------
     Total liabilities                                                                    350,342           413,880
                                                                                     ----------------------------------
Commitments and contingencies (Notes 3,4 and 6)
Stockholders' equity:
   Preferred stock, $.01 par value; 10,000,000 shares authorized;
      no shares issued and outstanding                                                          -                 -
   Common stock, $.01 par value; 400,000,000 shares authorized
      96,522,867 and 96,043,270 shares issued and outstanding, respectively                   965               960
   Additional contributed capital                                                         587,857           582,558
   Retained earnings                                                                      721,742           601,989
   Accumulated other comprehensive loss                                                    (6,945)           (2,992)
   Deferred stock compensation                                                               (401)                -
                                                                                     ----------------------------------
     Total stockholders' equity                                                         1,303,218         1,182,515
                                                                                     ----------------------------------
     Total liabilities and stockholders' equity                                       $ 1,653,560      $  1,596,395
                                                                                     ==================================
</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

<PAGE>


Modis Professional Services Inc. and Subsidiaries
Consolidated Statements of Income


<TABLE>
<CAPTION>
                                                                               Years Ended December 31,
                                                                      ------------------------------------------
(dollar amounts in thousands except per share amounts)                      2000          1999            1998
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>            <C>            <C>
Revenue                                                               $  1,827,686   $  1,941,649   $  1,702,113
Cost of revenue                                                          1,296,834      1,415,901      1,234,537
                                                                      ------------------------------------------
   Gross Profit                                                            530,852        525,748        467,576
                                                                      ------------------------------------------
Operating expenses:
   General and administrative                                              386,327        318,593        264,551
   Depreciation and amortization                                            53,881         45,193         37,105
   Restructuring and impairment (recapture) charges                           (753)        (3,250)        34,759
   Asset write-down related to sale of discontinued operations              13,122         25,000              -
                                                                      ------------------------------------------
      Total operating expenses                                             452,577        385,536        336,415
                                                                      ------------------------------------------
Income from operations                                                      78,275        140,212        131,161
Other expense, net                                                          21,621          7,794         13,975
                                                                      ------------------------------------------
Income from continuing operations before provision for income taxes         56,654        132,418        117,186
(Benefit) provision for income taxes                                       (63,099)        50,283         48,326
                                                                      ------------------------------------------
Income from continuing operations                                          119,753         82,135         68,860
Discontinued operations (Note 17):
   Income from discontinued operations (net of income
     taxes of $20,070)                                                           -              -         30,020
   Gain on sale of discontinued operations (net of income taxes of
     $0 and $175,000 in 1999 and 1998, respectively)                             -         14,955        230,561
                                                                      ------------------------------------------
Income before extraordinary loss                                           119,753         97,090        329,441
Extraordinary loss on early extinguishment of debt
   (net of income tax benefit of $3,512)                                         -              -         (5,610)
                                                                      ------------------------------------------
Net income                                                            $    119,753   $     97,090   $    323,831
                                                                      ==========================================
Basic income per common share from continuing operations              $       1.24   $       0.85   $       0.63
                                                                      ==========================================
Basic income per common share from discontinued operations                       -              -           0.28
                                                                      ==========================================
Basic income per common share from gain on sale of
   discontinued operations                                                       -           0.16           2.12
                                                                      ==========================================
Basic income per common share from extraordinary item                            -              -          (0.05)
                                                                      ==========================================
Basic net income per common share                                     $       1.24   $       1.01   $       2.98
                                                                      ==========================================
Average common shares outstanding, basic                                    96,675         96,268        108,518
                                                                      ==========================================
Diluted income per common share from continuing operations            $       1.23   $       0.85   $       0.61
                                                                      ==========================================
Diluted income per common share from discontinued operations                     -              -           0.26
                                                                      ==========================================
Diluted income per common share from gain on sale of
   discontinued operations                                                       -           0.15           1.97
                                                                      ==========================================
Diluted income per common share from extraordinary item                          -              -          (0.05)
                                                                      ==========================================
Diluted net income per common share                                   $       1.23   $       1.00   $       2.79
                                                                      ==========================================
Average common shares outstanding, diluted                                  97,539         97,110        116,882
                                                                      ==========================================

</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>


Modis Professional Services Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity

<TABLE>
<CAPTION>
                                                                                                 Accumulated
                                                                                                    Other
                                            Preferred     Common           Additional           Comprehensive   Deferred
(dollar amounts in thousands                  Stock       Stock           Contributed  Retained     Income        Stock
except per share amounts)                Shares  Amount   Shares   Amount   Capital    Earnings     (loss)     Compensation  Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>     <C> <C>          <C>     <C>         <C>         <C>        <C>       <C>

Balance, December 31, 1997                 -      -  103,692,098   $1,037  $ 634,289    $181,068    $   (95)   $(3,457)  $  812,842
Repurchase of Common Stock, net            -      -  (21,750,522)    (218)  (309,517)          -          -          -     (309,735)
Conversion of Convertible debt             -      -    6,149,339       61     71,238           -          -          -       71,299
Exercise of stock options and related
   tax benefit                             -      -    2,741,895       28     26,838           -          -          -       26,866
Vesting of restricted stock                -      -            -        -          -           -          -      3,457        3,457
Issuance of common stock related to
   business combinations                   -      -    5,473,513       55    140,880           -          -          -      140,935
Net income                                 -      -            -        -          -     323,831          -          -      323,831
Foreign currency translation               -      -            -        -          -           -        615          -          615
                                           ----------------------------------------------------------------------------------------
Balance, December 31, 1998                 -      -   96,306,323      963    563,728     504,899        520          -    1,070,110
Repurchase of Common Stock, net            -      -     (615,687)      (6)    11,877           -          -          -       11,871
Exercise of stock options and related
   tax benefit                             -      -      352,634        3      6,953           -          -          -        6,956
Net income                                 -      -            -        -          -      97,090          -          -       97,090
Foreign currency translation               -      -            -        -          -           -     (3,512)         -       (3,512)
                                           ----------------------------------------------------------------------------------------
Balance, December 31, 1999                 -      -   96,043,270      960    582,558     601,989     (2,992)         -    1,182,515
Exercise of stock options and related
   tax benefit                             -      -      379,597        4      4,875           -          -          -        4,879
Net income                                 -      -            -        -          -     119,753          -          -      119,753
Issuance of restricted stock               -      -      100,000        1        424           -          -       (425)           -
Vesting of restricted stock                -      -            -        -          -           -          -         24           24
Foreign currency translation               -      -            -        -          -           -     (3,953)         -       (3,953)
                                           ----------------------------------------------------------------------------------------
Balance, December 31, 2000                 -      -   96,522,867   $  965  $ 587,857    $721,742    $(6,945)   $  (401)  $1,303,218
                                           ========================================================================================

</TABLE>


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>


Modis Professional Services Inc. and Subsidiaries
Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                             Years Ended December 31,
                                                                    ------------------------------------------
(dollar amounts in thousands except for per share amounts)               2000          1999           1998
--------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>             <C>            <C>
Cash flows from operating activities:
   Income from continuing operations                                $  119,753      $  82,135      $   68,860
   Adjustments to income from continuing operations to net
    cash provided by operating activities:
       Restructuring and impairment (recapture)charges                    (753)        (3,250)         34,759
       Asset write-down related to sale of discontinued operations      13,122         25,000               -
       Depreciation and amortization                                    53,881         45,193          37,105
       Deferred income taxes                                             4,422         21,487          (5,750)
       Changes in assets and liabilities
         Accounts receivable                                           (13,994)         1,316         (55,712)
         Prepaid expenses and other assets                               6,805         (5,806)         (9,072)
         Accounts payable and accrued expenses                          12,802        (82,811)         14,161
         Accrued payroll and related taxes                              (3,401)        (9,523)         10,007
         Other, net                                                         78          1,918          (5,417)
                                                                    -----------------------------------------
           Net cash provided by operating activities                   192,715         75,659          88,941
                                                                    -----------------------------------------
Cash flows from investing activities:
   Proceeds from sale of net assets of discontinued
     operations, net of costs                                                -              -         840,937
   Advances associated with sale of discontinued operations,
     net of repayments                                                     (10)       (19,205)        (15,866)
   Income taxes and other cash expenses related to sale of net
     assets of discontinued Commercial operations
     and Teleservices division                                               -       (191,409)              -
   Purchase of furniture, equipment and leasehold
     improvements, net of disposals                                    (25,150)       (21,234)        (22,873)
   Purchase of businesses, including additional earn-outs on
     acquisitions, net of cash acquired                               (123,623)      (160,663)       (157,162)
                                                                    -----------------------------------------
           Net cash (used in) provided by investing activities        (148,783)      (392,511)        645,036
                                                                    -----------------------------------------
Cash flows from financing activities:
   Refunds (repurchases) of common stock                                     -         11,871        (309,735)
   Repurchase of convertible debentures                                      -              -         (23,581)
   Proceeds from stock options exercised                                 4,880          3,952          24,235
   Repayments on indebtedness, net                                     (52,284)       207,211        (349,500)
                                                                    -----------------------------------------
           Net cash (used in) provided by financing activities         (47,404)       223,034        (658,581)

                                                                    -----------------------------------------
Effect of exchange rate changes on cash and cash equivalents               (41)        (3,472)              -
                                                                    -----------------------------------------
Net (decrease) increase in cash and cash equivalents
   from continuing operations                                           (3,513)       (97,290)         75,396

Net cash provided by discontinued operations                                 -              -           6,482

Cash and cash equivalents, beginning of year                             8,526        105,816          23,938
                                                                    -----------------------------------------
Cash and cash equivalents, end of year                              $    5,013     $    8,526      $  105,816
                                                                    =========================================
</TABLE>


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

<PAGE>




<TABLE>
<CAPTION>
                                                                               Years Ended December 31,
(dollar amounts in thousands except for per share amounts)                 2000           1999           1998
------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>            <C>            <C>
SUPPLEMENTAL CASH FLOW INFORMATION
   Interest paid                                                      $    22,112    $     12,631   $     26,528
   Income taxes paid                                                       11,586         179,624         40,440

COMPONENTS OF CASH USED IN DISCONTINUED OPERATIONS

   Cash provided by operating activities                                                                  81,559
   Cash used in investing activities                                                                     (39,448)
   Cash used in financing activities                                                                     (35,629)
                                                                                                      -----------
     Net cash used in discontinued operations                                                              6,482
                                                                                                      ===========







NON-CASH INVESTING AND FINANCING ACTIVITIES

During fiscal 2000, 1999 and 1998, the Company completed numerous  acquisitions.  In connection
with the acquisitions, liabilities were assumed as follows:

                                                                                Years Ended December 31,
                                                                           2000           1999           1998
------------------------------------------------------------------------------------------------------------------


   Fair value of assets acquired                                      $    73,344    $     89,217   $    104,943
   Cash paid                                                              (63,550)        (72,223)       (81,784)
                                                                        ----------     -----------    -----------
   Liabilities assumed                                                $     9,794    $     16,994   $     23,159
                                                                        ==========     ===========    ===========


In fiscal 1998, Convertible Subordinated Debentures of $69,800 were converted by
the Company into 6,149,339 shares of common stock. Also, additional  contributed
capital was increased by $1,499  relating to  unamortized  debt  issuance  costs
associated with the conversion.

During fiscal 1998, in connection with the acquisition of certain companies, the
Company issued 5,473,513 shares of common stock with a fair value of $140,935.




</TABLE>

<PAGE>
1.   DESCRIPTION OF BUSINESS

     Modis  Professional  Services,  Inc.  ('MPS' or the  'Company') is a global
provider of human capital solutions including professional staffing,  e-business
and systems integration, information technology (IT) resource management, career
management consulting, and knowledge worker e-procurement.  MPS solutions enable
customers  and  clients to  effectively  locate,  retain,  and deploy  strategic
knowledge  worker resources in the areas of information  technology,  accounting
and finance, law, engineering, and science.

     Headquartered in Jacksonville,  Florida, MPS serves Fortune 1000 and middle
market  clients with  approximately  241 offices  located  throughout the United
States, Canada, the United Kingdom, and certain parts of continental Europe. MPS
is one of the largest global  providers of human capital  solutions with revenue
of $1,828 million in 2000, of which $1,399 million, or 77%, was generated in the
United States and $429 million,  or 23%, was generated abroad,  primarily in the
United Kingdom.

     MPS  consists  of three  divisions:  Prolianz,  the  professional  business
solutions division;  Idea Integration,  the e-business  solutions division;  and
Modis, the information technology resource management division.

     On November 10, 2000, as a result of  unfavorable  market  conditions,  the
Board of Directors of the Company  cancelled the proposed plan to spin-off Modis
and its subsidiary Idea Integration,  (collectively  the 'IT Businesses')  which
had been  approved  December  15,  1999.  The  operations  and  assets of the IT
Businesses  were  previously  reported on the 1999 annual report on Form 10-K as
discontinued operations under Accounting Principals Board Opinion No. 30. Due to
the  cancellation  of the plan to spin-off the IT Businesses,  the  accompanying
consolidated  financial  statements  and  notes  to the  consolidated  financial
statements  reflect  both the  results  of  Prolianz  and the IT  Businesses  as
continuing  operations.  The consolidated  balance sheet as of December 31, 1999
and 1998,  the  consolidated  statements  of income and cash flows for the years
ended  December 31, 1999 and 1998,  and the related notes to these  consolidated
financial  statements have been  reclassified  from the amounts presented in the
1999 annual report on Form 10-K to include the assets,  liabilities,  results of
operations and cash flows of the IT Businesses as part of continuing operations.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation and Consolidation

     The consolidated  financial  statements include the accounts of the Company
and its wholly owned subsidiaries.  All material intercompany  transactions have
been eliminated in the accompanying consolidated financial statements.

Cash and Cash Equivalents

     Cash and cash equivalents include deposits in banks, government securities,
money market funds, and short-term  investments with maturities,  when acquired,
of 90 days or less.

Furniture, Equipment, and Leasehold Improvements

     Furniture,  equipment, and leasehold improvements are recorded at cost less
accumulated  depreciation  and  amortization.   Depreciation  of  furniture  and
equipment is computed using the  straight-line  method over the estimated useful
lives of the  assets,  ranging  from 3 to 15 years.  Amortization  of  leasehold
improvements is computed using the straight-line  method over the useful life of
the asset or the term of the  lease,  whichever  is  shorter.  The  Company  has
developed a proprietary  software  package which allows the Company to implement
imaging, time capture, and data-warehouse  reporting.  The costs associated with
the  development  of this  proprietary  software  package have been  capitalized
according to Statement of Position 98-1,  'Accounting  for the Costs of Computer
Software Developed or Obtained for Internal Use,' and are being amortized over a
five-year  period.  Unamortized  computer  software costs of $13,647 and $9,309,
have been included in 'Furniture,  equipment and leasehold improvements, net' as
of December 31, 2000 and 1999, respectively. Total depreciation and amortization
expense was $16,852,  $13,727 and $10,973 for 2000, 1999 and 1998, respectively.
Accumulated depreciation and amortization of furniture,  equipment and leasehold
improvements  as of  December  31,  2000  and  1999  was  $57,811  and  $46,336,
respectively.
<PAGE>

Goodwill

     The  Company  has  allocated  the  purchase  price  of  acquired  companies
according to the fair market value of the assets acquired.  Goodwill  represents
the excess of the cost over the fair value of the net tangible  assets  acquired
through these  acquisitions,  including any  contingent  consideration  paid (as
discussed  in Note 3 to the  Consolidated  Financial  Statements),  and is being
amortized on a  straight-line  basis over  periods  ranging from 15 to 40 years,
with an average amortization period of 35 years. Management periodically reviews
the potential impairment of goodwill on a undiscounted cash flow basis to assess
recoverability. If the estimated future cash flows are projected to be less than
the carrying amount,  an impairment  write-down to fair value  (representing the
carrying amount of the goodwill that exceeds the discounted expected future cash
flows)  would be  recorded as a period  expense.  Accumulated  amortization  was
$121,639 and $84,610 as of December 31, 2000 and 1999, respectively.

Revenue Recognition

     The Company recognizes  revenue at the time services are provided.  In most
cases,  the consultant is the Company's  employee and all costs of employing the
worker  are  the  responsibility  of the  Company  and are  included  in cost of
revenue. Management believes that the Company's revenue recognition policy is in
compliance  with Staff  Accounting  Bulletin No. 101,  'Revenue  Recognition  in
Financial  Statements',  issued by the  Securities  and Exchange  Commission  on
December 3, 1999, and has not incurred any material costs for this compliance.

Foreign Operations

     The financial  position and  operating  results of foreign  operations  are
consolidated using the local currency as the functional currency. Local currency
assets and liabilities are translated at the rate of exchange to the U.S. dollar
on the balance  sheet date,  and the local  currency  revenues  and expenses are
translated  at average  rates of exchange to the U.S.  dollar during the period.
See Note 14 for a discussion  of foreign  currency  translation  adjustments  in
total comprehensive income.

Stock Based Compensation

     The Company measures  compensation  expense for instruments issued pursuant
to stock-based compensation plans in accordance with Accounting Principles Board
Opinion  No. 25 ('APB No.  25'),  'Accounting  for Stock  Issued to  Employees.'
Compensation  expense for employee and  director  stock  options is equal to the
aggregate  difference  between the market and exercise  prices of the options on
the date that both the number of shares the  grantee is  entitled to receive and
the purchase price are known.  Compensation  expense  associated with restricted
stock grants is equal to the market value of the shares on the date of grant and
is recorded pro rata over the required  holding  period.  Pro forma  information
relating to the fair value of stock-based compensation, as required by Statement
of Financial  Accounting  Standards ('SFAS') No. 123 'Accounting for Stock-Based
Compensation,'  for  companies  who elect to  measure  compensation  expense  in
accordance with APB No. 25, is presented in Note 9 to the consolidated financial
statements.

Advertising Costs

     The Company  participates in various  advertising  and marketing  programs.
Costs associated with these  advertising and marketing  programs are expensed as
incurred.


<PAGE>
Income Taxes

     The  provision for income taxes is based on income before taxes as reported
in the accompanying  Consolidated  Statements of Income. Deferred tax assets and
liabilities  are recognized for the expected  future tax  consequences of events
that  have  been  included  in  the  financial  statements  or tax  returns,  in
accordance  with SFAS No.  109.  Under  this  method,  deferred  tax  assets and
liabilities  are  determined  based on the  differences  between  the  financial
statement  carrying  amounts and the tax basis of assets and  liabilities  using
enacted tax rates in effect for the year in which the  differences  are expected
to reverse.  An assessment is made as to whether or not a valuation allowance is
required to offset deferred tax assets.  This assessment  includes  anticipating
future income.

     During  fiscal  2000,  the  Company  recognized  a tax  benefit  of $99,705
associated  with an investment  in a subsidiary.  This tax benefit was partially
offset by a $13.4 million  valuation  allowance.  See Note 7 to the consolidated
financial  statements for presentation.

Net Income Per Common Share

     The  consolidated  financial  statements  include 'basic' and 'diluted' per
share  information,  presented  in  accordance  with SFAS No. 128, 'Earnings per
Share.'  Basic per share information is calculated by dividing net income by the
weighted average number of shares outstanding.  Diluted per share information is
calculated by also  considering the impact of potential common stock on both net
income and the  weighted  average  number of shares  outstanding.  The  weighted
average number of shares used in the basic earnings per share  computations were
96.7  million,  96.3 million,  and 108.5 million in fiscal 2000,  1999 and 1998,
respectively.  The only  difference  in the  computation  of basic  and  diluted
earnings per share is the inclusion of 0.9 million, 0.8 million, and 8.4 million
potential  common  shares  in fiscal  2000,  1999 and  1998,  respectively.  The
Company's  potential  common  stock  consists of  employee  and  director  stock
options, and the as-if converted effect of convertible  debentures.  See Note 10
to the consolidated financial statements.

Pervasiveness of Estimates

   The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amount  of  assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenue  and  expenses  during the  reporting  period.
Although  management  believes  these  estimates and  assumptions  are adequate,
actual results may differ from the estimates and assumptions used.

Reclassifications

     Certain  amounts have been  reclassified in 1998 and 1999 to conform to the
2000 presentation.

Recent Accounting Pronouncements

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards  ("SFAS") No. 133,  "Accounting  for Derivative
Instruments and for Hedging Activities." SFAS No. 133 establishes accounting and
reporting  standards  requiring that every derivative  instrument be recorded on
the balance sheet as either an asset or liability  measured at fair value.  SFAS
No. 133  requires  that  changes  in a  derivative's  fair  value be  recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting  for  qualifying  hedges  allows a  derivative's  gains and losses to
offset related  results on the hedged item in the income  statement and requires
that a company  formally  document,  designate and assess the  effectiveness  of
transactions  that  receive  hedge  accounting.  In  June  1999,  the  Financial
Accounting  Standards  Board  issued SFAS No. 137, an amendment to SFAS No. 133,
deferring the effective  date of SFAS No. 133. SFAS No. 133 is effective for all
fiscal quarters of all fiscal years beginning after June 15, 2000, and cannot be
applied  retroactively.  Management has determined  that there will be no impact
upon the  adoption of SFAS No. 133;  however,  SFAS No. 133 could  increase  the
volatility  of reported  earnings and other  comprehensive  income  depending on
future derivative instruments which may be obtained by the Company.

<PAGE>
3.  ACQUISITIONS

     During fiscal 2000,  1999 and 1998,  all  acquisitions  made by the Company
were  accounted  for under the purchase  method of  accounting.  The Company has
allocated the purchase price  according to the fair value of the assets acquired
in the acquisitions.  The excess of the purchase price, including any contingent
consideration  paid,  over the fair value of the tangible  assets  (goodwill) is
being  amortized  on a  straight  line  basis  over a period of 40 years for all
acquisitions in fiscal 2000, 1999 and 1998.

For the year ended December 31, 2000

     The Company  acquired the  following  companies  in fiscal  2000:  Catapult
Technology,  Inc., Brahma Software Solutions, Inc., Brahma Technolutions,  Inc.,
T1 Design, Inc., Red Eye Digital Media, LLC, ITIC, Inc., Integral Results, Inc.,
G.B.  Roberts &  Associates,  Inc.  d/b/a  Ramworks,  and  Corporate  Consulting
Services, Inc.  Purchase  consideration  for  these  2000  acquisitions  totaled
$70,940,  comprised  of $63,550  in cash and  $7,390 in notes  payable to former
stockholders.

For the year ended December 31, 1999

     The Company acquired the following companies during fiscal 1999: Consulting
Solutions,  Inc.,  Brenda Pejovich & Associates,  Inc.,  Intelligent  Solutions,
Ltd., Zeal, Inc., UTEK, Inc., Data Management Consultants, Inc., Open Management
Systems,  Inc.,  and  Forsythe,  Inc.  Purchase  consideration  for  these  1999
acquisitions  totaled $91,993, comprised of $81,366 in cash and $10,627 in notes
payable to former stockholders.  Purchase  consideration  includes consideration
paid after closing based on the increase in earnings  before  interest and taxes
('EBIT'),  as defined  (earn-outs).  Except for the sellers of Brenda Pejovich &
Associates,   Inc.,   who  are  entitled  to  additional   earn-outs  of  up  to
approximately   $4,550   through   fiscal  2001,   the  sellers  for  the  other
aforementioned  1999  acquisitions  are not entitled to any additional  purchase
consideration.

For the year ended December 31, 1998

     The Company acquired the following companies during fiscal 1998: Technology
Services  Corporation,  Avalon Systems Development  Limited,  Millard Consulting
Services,  Inc.,  Diversified Search,  Inc.,  Diversified Health Services,  Inc.
f/k/a DH Services,  Inc., Colvin Resources Group - Ft. Worth, Inc.,  Accountants
Express of San Diego, Inc., Cope Management Limited,  Lion Recruitment  Limited,
Software  Knowledge  Limited,  Resource  Control  and  Management  Limited,  and
Software  Knowledge  Systems  Limited.  Purchase  consideration  for these  1998
acquisitions totaled $107,866, comprised of $96,008 in cash and $11,858 in notes
payable to former stockholders.  Purchase  consideration  includes earn-outs for
1998 and 1999.  The sellers for the  aforementioned  1998  acquisitions  are not
entitled to any additional purchase consideration.  Additionally, in March 1998,
the Company issued 4,598,698  shares of common stock to the former  shareholders
of Actium,  Inc. in exchange  for all of their  shares of Actium,  Inc.,  and in
August 1998,  the Company  issued  874,815  shares of Common Stock to the former
shareholders of Consulting Partners, Inc. in exchange for all of their shares of
Consulting Partners, Inc.

Earn-out payments

     The Company is  obligated  under  certain  acquisition  agreements  to make
earn-out  payments to former stockholders of some of the aforementioned acquired
companies  accounted for under the purchase method of accounting upon attainment
of certain  earnings  targets of the acquired  companies.  The agreements do not
specify a fixed payment of contingent  consideration to be issued;  however, the
Company has limited its maximum exposure under some earn-out agreements to a cap
which is  negotiated at the time of  acquisition.

     The Company  records  these  payments as goodwill in  accordance  with EITF
95-8,  'Accounting for Contingent  Consideration  Paid to the Shareholders of an
Acquired   Enterprise  in  a  Purchase   Business   Combination',   rather  than
compensation  expense.  Earn-outs are utilized by the Company to supplement  the
partial  consideration  initially  paid  to the  stockholders  of  the  acquired
companies, if certain earnings  targets are achieved.  All earn-out payments are
tied to the  ownership  interests  of the selling  stockholders  of the acquired
companies  rather than being  contingent  upon any further  employment  with the
Company.  Any former  owners who remain as  employees  of the Company  receive a
compensation  package which is  comparable to other  employees of the Company at
the same level of responsibility.

<PAGE>
     The Company has accrued contingent payments related to earn-out obligations
in Accounts payable and accrued expenses of $1.1 million and $41.0 million as of
December 31, 2000 and 1999,  respectively.  These  accrued  contingent  payments
represent  the  liabilities  related  to  earn-out  payments  that  are  readily
determinable,  as a  result  of  resolved  and  issuable  earn-outs,  as of  the
respective fiscal year ends. The Company applies the relevant profits related to
the earn-out  period to the earn-out  formula,  and determines  the  appropriate
amount to accrue. Currently, there are no earn-out agreements that extend beyond
fiscal 2001 for any of the acquired companies.

The following table summarizes goodwill:
<TABLE>
<CAPTION>
                                                                                               December 31,
                                                                                  -------------------------------------
                                                                                     2000                         1999
------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                          <C>
Beginning Balance of Goodwill, net                                              $ 1,132,586                  $ 1,025,240

  Goodwill recorded for companies purchased in current year                          64,989                       72,860
  Goodwill recorded for earn-out payments made, but not accrued at prior
     year-end, and other capitalizable acquisition costs                             38,203                       24,952
  Goodwill accrued, but not paid, for determinable earn-outs                          1,100                       41,000
  Amortization                                                                      (37,029)                     (31,466)
                                                                                  ---------                    ---------
     Net Increase in Balance of Goodwill                                             67,263                      107,346

Ending Balance of Goodwill, net                                                 $ 1,199,849                  $ 1,132,586
                                                                                  =========                    =========
</TABLE>


4.  NOTES PAYABLE
Notes payable at December 31, 2000 and 1999 consisted of the following:
<TABLE>
<CAPTION>
                                                                                                Fiscal
                                                                                     ---------------------------
                                                                                          2000            1999
- --------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>
Credit facilities (weighted average interest rate of 7.34%)                          $   194,000    $    228,000
Notes payable to former shareholders of acquired companies (interest
   ranging from 4.67% to 6.45% due through November 2001)                                 24,719          19,277
                                                                                     ---------------------------
                                                                                         218,719         247,277
Current portion of notes payable                                                          24,719           8,662
                                                                                     ---------------------------
Long-term portion of notes payable                                                   $   194,000    $    238,615
                                                                                     ===========================
</TABLE>


     The  Company  has  a  $350  million  revolving  credit  facility  which  is
syndicated to a group of 13 banks with Bank of America,  as the principal agent.
This facility  expires on October 27, 2003. In addition,  the Company also has a
$50 million 364 day credit  facility  that expires on October 24, 2001.  The 364
day credit facility,  which has historically  never been drawn upon, was reduced
in fiscal  2000 from $150  million  to $50  million  to more  closely  align the
Company's  borrowing  capacity to its  anticipated  funding  needs.  Outstanding
amounts under the credit  facilities bear interest at a margin of 50 to 75 basis
points  above a base rate as  defined by the  applicable  credit  facility.  The
credit facilities contain certain financial and non-financial covenants relating
to the Company's  operations,  including  maintaining  certain financial ratios.
Repayment of the credit  facilities are guaranteed by the material  subsidiaries
of the Company. In addition, approval is required by the majority of the lenders
when  the  cash  consideration  of an  individual  acquisition  exceeds  10%  of
consolidated  stockholders'  equity of the Company. The Company incurred certain
costs  directly  related to  obtaining  the credit  facilities  in the amount of
approximately  $2.4  million.  These costs have been  capitalized  and are being
amortized over the life of the credit facilities.
<PAGE>
     Maturities of notes payable are as follows for the fiscal years  subsequent
to December 31, 2000:

<TABLE>
<CAPTION>

Fiscal year
- ------------------------------------
<S>                         <C>
2001                        $ 24,719
2003                         194,000
                            --------
                            $218,719
                            ========
</TABLE>


5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Components of accounts  payable and accrued expenses as of December 31, 2000 and
1999 are as follows:
<TABLE>
<CAPTION>
                                                                    Fiscal
                                                         ----------------------------
                                                           2000                1999
                                                         --------           ---------
<S>                                                      <C>                 <C>
Trade accounts payable                                   $ 49,548           $ 45,308
Accrued earn-out payments                                   1,100             41,000
Restructuring charge                                            -              4,123
                                                         --------            --------
Total                                                    $ 50,648           $ 90,431
                                                         ========            ========

</TABLE>


6.  COMMITMENTS AND CONTINGENCIES:

Leases

   The Company leases office space under various noncancelable operating leases.
The  following  is a schedule of future  minimum  lease  payments  with terms in
excess of one year:

<TABLE>
<CAPTION>

Fiscal Year
-------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>
2001                                                                                           $ 20,688
2002                                                                                             18,251
2003                                                                                             15,725
2004                                                                                             12,064
2005                                                                                              8,090
Thereafter                                                                                       14,102
                                                                                               --------
                                                                                               $ 88,920
                                                                                               ========
</TABLE>

     Total rent expense for fiscal 2000, 1999 and 1998 was $25,823, $21,727, and
$13,834, respectively.

Litigation

     The  Company is a party to a number of lawsuits  and claims  arising out of
the ordinary conduct of its business. In the opinion of management, based on the
advice of in-house and external legal  counsel,  the lawsuits and claims pending
are not likely to have a material  adverse effect on the Company,  its financial
position, its results of operations, or its cash flows.
<PAGE>

7.    INCOME TAXES

     A  comparative  analysis of the  (benefit)  provision for income taxes from
continuing operations is as follows:

<TABLE>
<CAPTION>
                                           Fiscal
                          ------------------------------------
                              2000         1999         1998
--------------------------------------------------------------
<S>                       <C>        <C>            <C>
Current:
   Federal                $ (76,659) $   17,210     $  42,030
   State                      2,945         903         5,789
   Foreign                    6,193      10,683         6,257
                          ------------------------------------
                            (67,521)     28,796        54,076
                          ------------------------------------
Deferred:
   Federal:                   3,220      15,981        (8,256)
   State:                    (3,032)      1,696        (1,136)
   Foreign:                   4,234       3,810         3,642
                          ------------------------------------
                              4,422      21,487        (5,750)
                          ------------------------------------
                          $ (63,099) $   50,283     $  48,326
                          ====================================
</TABLE>


     The  difference  between  the  actual  income  tax  provision  and  the tax
provision  computed by applying the statutory  federal income tax rate to income
from continuing  operations before provision for income taxes is attributable to
the following:

<TABLE>
<CAPTION>
                                                                                Fiscal
                                                         -------------------------------------------------------------------
                                                           2000                   1999                    1998
                                                         -------------------------------------------------------------------
                                                          AMOUNT   PERCENTAGE    AMOUNT   PERCENTAGE     AMOUNT  PERCENTAGE
----------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>           <C>      <C>           <C>      <C>          <C>
Tax computed using the federal statutory rate             $   19,829    35.0%   $  46,346     35.0%    $  41,015     35.0%
State income taxes, net of federal income tax effect             (87)   (0.1)       2,599      2.0         3,024      2.6
Non-deductible goodwill                                        2,957     5.2        2,628      2.0             -        -
Non-deductible goodwill impairment charge                          -       -            -        -         3,825      3.2
Foreign tax credit carryforward                               13,378    23.6            -        -             -        -
Investment in subsidiary                                     (99,705) (176.0)           -        -             -        -
Other permanent differences                                      529     0.9       (1,290)    (1.0)           462     0.4
                                                         -------------------------------------------------------------------
                                                          $  (63,099) (111.4)%  $  50,283     38.0%    $   48,326     41.2%
                                                         ===================================================================
</TABLE>


     The components of the deferred tax assets and  liabilities  recorded in the
accompanying consolidated balance sheets are as follows:
<PAGE>
<TABLE>
<CAPTION>
                                                                                                 Fiscal
                                                                                     ---------------------------
                                                                                          2000            1999
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>
Gross deferred tax assets:
   Self-insurance reserves                                                           $   2,185     $      2,609
   Allowance for doubtful accounts receivable                                            4,904            4,570
   Purchase accounting adjustments                                                       1,480            1,596
   Restructuring and impairment charge                                                       -            1,567
   Foreign tax credit carryforward                                                      22,356                -
   Net operating loss carryforward                                                       4,440                -
   Other                                                                                 3,323            4,113
                                                                                     ---------------------------
    Total gross deferred tax assets                                                     38,688           14,455
                                                                                     ---------------------------
    Valuation allowance                                                                (13,378)               -
                                                                                     ---------------------------
      Total gross deferred tax assets, net of valuation allowance                       25,310           14,455
                                                                                     ---------------------------

Gross deferred tax liabilities:
   Amortization of goodwill                                                            (44,643)         (30,023)
   Other                                                                                (2,564)          (1,907)
                                                                                     ---------------------------
      Total gross deferred tax liabilities                                             (47,207)         (31,930)
                                                                                     ---------------------------
      Net deferred tax liability                                                     $ (21,897)    $    (17,475)
                                                                                     ===========================
</TABLE>

     The  realization of deferred tax assets may be based on the  utilization of
carrybacks to prior taxable  periods,  the anticipation of future taxable income
and the utilization of tax planning  strategies.  Management has determined that
it is more  likely than not that the  deferred  tax assets can be  supported  by
carrybacks  to federal  taxable  income in the federal  carryback  period and by
expected future taxable income.  The valuation  allowance  represents $13,378 in
foreign  tax  credit  carryforwards  for which it is more  likely  than not that
realization will not occur.


8.  EMPLOYEE BENEFIT PLANS:

Profit Sharing Plans

     The Company  has a qualified  contributory  profit  sharing  plan (a 401(k)
plan) which covers all full-time employees over age twenty-one with over 90 days
of employment and 375 hours of service. The Company made matching  contributions
of approximately $7,037,  $6,883, and $6,060, net of forfeitures,  to the profit
sharing plan for fiscal 2000, 1999 and 1998, respectively.  The Company also has
a non-qualified deferred compensation plan for its highly compensated employees.
The non-qualified  deferred compensation plan does not provide for any matching,
either discretionary or formula-based, by the Company.

     The Company has assumed  many 401(k) plans of acquired  subsidiaries.  From
time to time, the Company merges these plans into the Company's  plan.  Pursuant
to the terms of the various profit sharing plans,  the Company will match 50% of
employee  contributions  up to the first 5% of total eligible  compensation,  as
defined.  Company  contributions  relating to these merged plans are included in
the aforementioned total.



<PAGE>
9.  STOCKHOLDERS' EQUITY

Stock Repurchase Plan

     On October 31,  1998,  the  Company's  Board of  Directors  authorized  the
repurchase of up to $200.0  million of the Company's  common stock pursuant to a
share buyback  program.  On December 4, 1998,  the Company's  Board of Directors
increased the authorized  repurchase by an additional  $110.0 million,  bringing
the total  authorized  share buyback  program  amount to $310.0  million.  As of
December 31, 1998, the Company had repurchased  approximately  21,751,000 shares
under the share  buyback  program.  Included  in the  shares  repurchased  as of
December  31, 1998 were  approximately  6,150,000  shares  repurchased  under an
accelerated stock acquisition plan ("ASAP").  The Company entered into the ASAP
with a  certain  investment  bank who  agreed  to sell the  Company  shares at a
certain cost. The  investment  bank borrowed these shares from its customers and
was required to enter into market transactions, subject to Company approval, and
purchase  shares  to return  to its  customers.  The  Company,  pursuant  to the
agreement,  agreed to compensate  the  investment  bank for any increases in the
Company's  stock price that would cause the investment  bank to pay an amount to
purchase  the stock over the ASAP  price.  Conversely,  the  Company  received a
refund in the purchase  price if the  Company's  stock price fell below the ASAP
price.  Subsequent to December 31, 1998, the Company used refunded proceeds from
the ASAP to complete  the program  during  January and February  1999,  with the
repurchase  of   approximately   597,000  shares,   bringing  the  total  shares
repurchased under the program to approximately  22,348,000  shares. All of these
shares were retired upon purchase.

     On  November 4, 1999,  the  Company's  Board of  Directors  authorized  the
repurchase of up to $65.0 million of the Company's  common stock. As of December
31, 2000, no shares have been repurchased under this authorization.


Incentive Employee Stock Plans

   Effective  December 19, 1993, the Board of Directors  approved the 1993 Stock
Option Plan (the 1993 Plan) which  provides  for the granting of options for the
purchase  of up to an  aggregate  of  2,400,000  shares of  common  stock to key
employees.

     Under the 1993 Plan,  the Stock Option  Committee  (the  Committee)  of the
Board of Directors has the discretion to award stock options, stock appreciation
rights  (SARS) or  restricted  stock  options or  non-qualified  options and the
option price shall be established by the Committee.  Incentive stock options may
be granted at an exercise  price not less than 100% of the fair value of a share
on the effective date of the grant and  non-qualified  options may be granted at
an exercise  price not less than 50% of the fair market  value of a share on the
effective date of the grant. The Committee has not issued non-qualified  options
at an exercise price less than 100% of the fair market value and, therefore, the
Company has not been  required to recognize  compensation  expense for its stock
option plans.

     On August 24, 1995,  the Board of Directors  approved the 1995 Stock Option
Plan (the 1995  Plan)  which  provided  for the  granting  of  options  up to an
aggregate of 3,000,000  shares of common stock to key employees  under terms and
provisions  similar to the 1993 Plan. During fiscal 1998 and 1997, the 1995 Plan
was amended to provide for the granting of an additional 8,000,000 and 3,000,000
shares,  respectively.  During  fiscal 1998,  the 1995 Plan was also amended to,
among other things, require the exercise price of non-qualified stock options to
not be less than 100% of the fair  value of the stock on the date the  option is
granted,  to limit the persons eligible to participate in the plan to employees,
to eliminate the Company's  ability to issue SARS and to amend the definition of
a director to comply with Rule 16b-3 of the Securities  Exchange Act of 1934, as
amended  and with  Section  162(m)  of the  Internal  Revenue  Code of 1986,  as
amended. There were no amendments to the 1995 Plan in fiscal 2000 or 1999.

     The Company  assumed the stock  option  plans of its  subsidiaries,  Career
Horizons,  Inc., Actium, Inc. and Consulting Partners, Inc., upon acquisition in
accordance with terms of the respective  merger  agreements.  At the date of the
respective acquisitions, the assumed plans had 2,566,252 options outstanding. As
of December 31, 2000 and 1999, the assumed plans had 28,841  and 198,263 options
outstanding, respectively.

<PAGE>
Non-Employee Director Stock Plan

     Effective December 29, 1993, the Board of Directors of the Company approved
a stock option plan (Director Plan) for non-employee directors,  whereby 600,000
shares of common stock, subsequently amended in 1997 to 1.6 million shares, have
been reserved for issuance to non-employee  directors.  The Director Plan allows
each non-employee  director to purchase 60,000 shares at an exercise price equal
to the fair  value at the date of the  grant  upon  election  to the  Board.  In
addition,  each  non-employee  director  is  granted  20,000  options  upon  the
anniversary  date of the  director's  initial  election date. The options become
exercisable  ratably over a five-year  period and expire ten years from the date
of the grant.  However, the options are exercisable for a maximum of three years
after the individual ceases to be a director and, if the director ceases to be a
director  within one year of appointment,  the options are cancelled.  In fiscal
2000, 1999 and 1998,  the Company granted  500,000,  60,000 and 240,000 options,
respectively,  at an  average  exercise  price  of  $5.13,  $13.63  and  $21.56,
respectively.



     The following table summarizes the Company's Stock Option Plans:
<TABLE>
<CAPTION>
                                                                                                         Weighted
                                                                                       Range of          Average
                                                                         Shares     Exercise Prices   Exercise Price
---------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>          <C>                  <C>

Balance, December 31, 1997                                              9,908,121   $ 0.83 - $33.75      $  16.76
   Granted                                                              8,560,721   $ 4.80 - $35.13      $  16.00
   Exercised                                                           (2,741,895)  $ 0.83 - $28.50      $  13.57
   Canceled                                                            (4,522,954)  $ 1.25 - $35.13      $  20.22
                                                                       ----------------------------------------------
Balance, December 31, 1998                                             11,203,993   $ 0.83 - $33.38      $  15.38
   Granted                                                              6,317,285   $ 8.13 - $16.69      $  12.92
   Exercised                                                             (352,634)  $ 0.83 - $14.44      $   7.11
   Canceled                                                            (2,115,956)  $ 4.24 - $26.13      $  16.63
                                                                       ----------------------------------------------
BALANCE, DECEMBER 31, 1999                                             15,052,688   $ 1.25 - $33.38      $  14.32
   Granted                                                              3,365,768   $ 3.56 - $18.00      $   9.70
   Exercised                                                             (379,597)  $ 1.25 - $14.70      $  12.22
   Canceled                                                            (3,421,498)  $ 2.54 - $33.38      $  12.00
                                                                       ----------------------------------------------
BALANCE, DECEMBER 31, 2000                                             14,617,361   $ 1.25 - $33.38      $  13.83
                                                                       ==============================================
</TABLE>

     Effective  December 15, 1998, the Company's  Board of Directors  approved a
stock option repricing program whereby  substantially all holders of outstanding
options who were active  employees  (except certain officers and directors) with
exercise prices above $14.44 per share were amended so as to change the exercise
price to $14.44 per  share,  the fair value on the  effective  date.  A total of
3,165,133  shares,  with  exercise  prices  ranging from $16.13 to $35.13,  were
amended under this program,  all in fiscal 1998. All other terms of such options
remained  unchanged.  See Note 19 to the  consolidated  financial  statements on
subsequent  events  whereby the  Company in 2001 has adopted  a voluntary  stock
option exchange plan.


     The following table summarizes  information about stock options outstanding
at December  31,  2000:
<PAGE>
<TABLE>
<CAPTION>
                                                         Outstanding                          Exercisable
                                           ------------------------------------------- -----------------------------
                                                                        Average                        Average
                                                          Average       Exercise                       Exercise
                                            Shares        life (a)        Price          Shares         Price
--------------------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>           <C>            <C>           <C>
$  1.25 - $  7.56                           1,521,517     7.69          $  5.27          825,702     $  4.72
$  7.63 - $ 10.69                           1,731,073     8.86             9.31          586,507        9.45
$ 10.75 - $ 12.50                           1,617,330     7.85            11.50          777,915       11.44
$ 12.56 - $ 13.63                           1,765,250     8.56            12.99          357,598       12.92
$ 13.67 - $ 14.44                           1,674,374     6.45            14.34          966,340       14.34
$ 14.50 - $ 14.56                           1,460,000     5.12            14.50        1,441,000       14.50
$ 14.63 - $ 14.63                           1,875,000     8.00            14.63        1,855,000       14.63
$ 14.69 - $ 22.38                           2,068,483     7.45            19.29        1,216,150       20.53
$ 22.88 - $ 31.38                             871,000     5.06            26.22          870,000       26.22
$ 33.38 - $ 33.38                              33,334     3.39            33.38           33,334       33.38
                                           -------------------------------------------------------------------------
Total                                      14,617,361     7.39          $ 13.83        8,929,546     $ 14.98
                                           =========================================================================
</TABLE>

(a) Average contractual life remaining in years.

     At year-end  1999,  options with an average  exercise  price of $15.10 were
exercisable on 6.8 million  shares;  at year-end  1998,  options with an average
exercise price of $15.49 were exercisable on 4.2 million shares.

     If the  Company  had  elected to  recognize  compensation  cost for options
granted in 2000,  1999 and 1998,  based on the fair value of the options granted
at the grant date,  net income and earnings per share would have been reduced to
the pro forma amounts indicated below.
<TABLE>
<CAPTION>
                                                                                   2000            1999           1998
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>            <C>            <C>
Net Income
   As reported                                                                $    119,753   $     97,090   $    323,831
   Pro forma                                                                  $    111,984   $     80,937   $    312,029
Basic net income per common share
   As reported                                                                $       1.24   $       1.01   $       2.98
   Pro forma                                                                  $       1.16   $       0.84   $       2.88
Diluted net income per common share
   As reported                                                                $       1.23   $       1.00   $       2.79
   Pro forma                                                                  $       1.15   $       0.83   $       2.69
</TABLE>

     The weighted  average fair values of options  granted during 2000, 1999 and
1998 were $4.57,  $5.29,  and $5.20 per share,  respectively.  The fair value of
each option  grant is  estimated  on the date of grant  using the Black  Scholes
option-pricing model with the following assumptions:
<TABLE>
<CAPTION>
                                                                                                 Fiscal
                                                                                ------------------------------------------
                                                                                   2000            1999           1998
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>            <C>            <C>
Expected dividend yield                                                                  -              -              -
Expected stock price volatility                                                        .35            .34            .35
Risk-free interest rate                                                               4.99           6.14           5.57
Expected life of options (years)                                                      7.15           5.64           3.50
</TABLE>

     During fiscal 1996,  under the 1995 Plan, the Company's  Board of Directors
issued a restricted stock grant of 345,000 shares to the Company's President and
Chief  Executive  Officer,  which was scheduled to vest over a five year period.
The Company recorded $4,892 in deferred compensation expense which was amortized
on a straight line basis over the vesting period of the grant. In December 1998,
the Company's Board of Directors removed the vesting restrictions,  thus vesting
the  unamortized  portion of the grant in the amount of  $2,686.  During  fiscal
2000,  the  Company's  Board of  Directors  issued a  restricted  stock grant of
100,000  shares to the  Company's  Chief  Operating  Officer  - elect,  which is
scheduled  to vest  over a three  year  period.  The  Company  recorded  $425 in
deferred  compensation  expense which will be amortized on a straight line basis
over the vesting period of the grant.
<PAGE>
10.  NET INCOME PER COMMON SHARE

     The calculation of basic net income per common share and diluted net income
per common share from continuing and discontinued operations is presented below:

<TABLE>
<CAPTION>
                                                                            2000           1999            1998
-----------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>            <C>            <C>
Basic net income per common share computation:
   Income from continuing operations                                  $    119,753   $     82,135   $     68,860
                                                                      ------------------------------------------
   Income from discontinued operations                                $          -   $          -   $     30,020
                                                                      ------------------------------------------
   Gain on sale of discontinued operations, net of income
      taxes                                                           $          -   $     14,955   $    230,561
                                                                      ------------------------------------------
   Extraordinary loss on early extinguishment of debt,
      net of income tax benefit                                       $          -   $          -   $     (5,610)
                                                                      ------------------------------------------
Basic average common shares outstanding                                     96,675         96,268        108,518
                                                                      ------------------------------------------
   Basic income per common share from continuing
      operations                                                      $       1.24   $       0.85   $       0.63
                                                                      ==========================================
   Basic income per common share from discontinued
      operations                                                                 -              -           0.28
                                                                      ==========================================
   Basic income per common share from gain on sale of
      discontinued operations                                                    -           0.16           2.12
                                                                      ==========================================
   Basic income per common share from extraordinary loss                         -              -          (0.05)
                                                                      ==========================================
   Basic net income per common share                                  $       1.24   $       1.01   $       2.98
                                                                      ==========================================
Diluted net income per common share computation:
   Income from continuing operations                                  $    119,753   $     82,135   $     68,860
   Interest paid on convertible debt, net of tax benefit                         -              -          2,784
                                                                      ------------------------------------------
   Income and assumed conversions from continuing operations          $    119,753   $     82,135   $     71,644
                                                                      ------------------------------------------
   Average common shares outstanding                                        96,675         96,268        108,518
   Incremental shares from assumed conversions:
      Convertible debt                                                           -              -          5,699
      Stock options                                                            864            842          2,665
                                                                      ------------------------------------------
   Diluted average common shares outstanding                                97,539         97,110        116,882
                                                                      ------------------------------------------
   Diluted income per common share from continuing
      operations                                                      $       1.23   $       0.85   $       0.61
                                                                      ==========================================
   Diluted income per common share from discontinued
      operations                                                                 -              -           0.26
                                                                      ==========================================
   Diluted income per common share from gain on sale of
      discontinued operations                                                    -           0.15           1.97
                                                                      ==========================================
   Diluted income per common share from extraordinary loss                       -              -          (0.05)
                                                                      ==========================================
   Diluted net income per common share                                $       1.23   $       1.00   $       2.79
                                                                      ==========================================

</TABLE>

     Options to purchase 12,783,433 shares of common stock that were outstanding
during 2000 were not included in the  computation of diluted  earnings per share
as the exercise  prices of these  options  were greater than the average  market
price of the common shares.
<PAGE>
11. CONCENTRATION OF CREDIT RISK:

     The Company's  financial  instruments that are exposed to concentrations of
credit risk  consist  primarily  of cash and  accounts  receivable.  The Company
places its cash and cash  equivalents  with what management  believes to be high
credit quality  institutions.  At times such investments may be in excess of the
FDIC insurance limit. The Company routinely  assesses the financial  strength of
its  customers  and, as a  consequence,  believes  that its accounts  receivable
credit risk exposure is limited.


12.   RESTRUCTURING OF OPERATIONS AND IMPAIRMENT CHARGE

     In December 1998, the Company's Board of Directors  approved an Integration
and  Strategic  Repositioning  Plan  (the  'Plan')  to  strengthen  the  overall
profitability of the Company by implementing a back office  integration  program
and branch  repositioning  plan in an effort to  consolidate  or close  branches
whose financial performance did not meet the Company's expectations. Pursuant to
the Plan, during the fourth quarter of 1998 the Company recorded a restructuring
and impairment  charge of $34,759.  The $24,823  restructuring  component of the
Plan was based,  in part, on the  evaluation  of objective  evidence of probable
obligations  to be  incurred  by  the  Company  or  impairment  of  specifically
identified  assets.  The $9,936  impairment  component  of the Plan was based on
costs to write down goodwill  associated with the acquisition of a subsidiary in
accordance with SFAS No. 121.

     The Plan called for the  consolidation or closing of 23 Prolianz  branches,
certain  organizational  improvements  and the  consolidation  of 15 Modis  back
office  operations.  The Plan was  completed in the third  quarter of 2000,  and
based on this completion,  management recaptured any balances remaining relating
to the components of the Plan.

     The  following  table  summarizes  the  restructuring   activity  from  the
origination of the reserve through December 31, 2000 (in thousands):
<TABLE>
<CAPTION>
                                Payments To        Write-Down Of        Payments On
                                 Employees       Certain Property,       Cancelled          Write-Down Of
                               Involuntarily         Plant and           Facility              Certain
                               Terminated (a)      Equipment (b)         Leases (a)        Receivables (b)         Total
                             -----------------   ------------------   ----------------   ------------------   ---------------
<S>                          <C>                 <C>                  <C>                <C>                  <C>
Balances as of
   December 31, 1998         $     7,494         $      2,476          $     8,035        $     6,818          $     24,823

1999 charges and
   write-downs                    (7,438)              (2,453)              (3,028)            (4,531)              (17,450)

Adjustment to estimated
   payments on cancelled
   facility leases                     -                    -               (3,250)(b)              -                (3,250)
                                  -------              -------              -------            -------               -------
Balances as of
   December 31, 1999                  56                   23                1,757              2,287                 4,123
                                  -------              -------              -------            -------               -------
2000 charges and
   write-downs                       (35)                 (23)              (1,091)            (2,221)               (3,370)

Recapture of outstanding
   balances (b)                      (21)                   -                 (666)               (66)                 (753)
                                  -------              -------              -------            -------               -------
Balances as of
    December, 31, 2000       $         -          $         -          $         -       $          -         $           -
                                  =======              =======              =======            =======               =======
(a): Cash;  (b): Noncash
</TABLE>


13. FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying  amounts of cash and cash  equivalents,  accounts  receivable,
accounts payable and accrued expenses,  and notes payable to former shareholders
approximate  fair value due to the  short-term  maturities  of these  assets and
liabilities.  Borrowings under the revolving credit facility have variable rates
that reflect  currently  available  terms and  conditions  for similar debt. The
carrying  amount of this debt is  considered  by  management  to be a reasonable
estimate of its fair value. Management believes that these financial instruments
bear interest at rates which approximate prevailing market rates for instruments
with similar  characteristics  and,  accordingly,  that the carrying  values for
these instruments are reasonable estimates of fair value.
<PAGE>

14.  COMPREHENSIVE INCOME

     A summary of  comprehensive  income for the year ended  December  31, 2000,
1999 and 1998 is as follows:

<TABLE>
<CAPTION>
                                                            Foreign
                                                           Currency             Total
                                            Net           Translation       Comprehensive
For the Year Ended,                        Income         Adjustments          Income
----------------------------------------------------------------------------------------
<S>                                       <C>              <C>             <C>
December 31, 2000                         $  119,753       $ (3,953)       $  115,800
December 31, 1999                         $   97,090       $ (3,512)       $   93,578
December 31, 1998                         $  323,831       $    615        $  324,446

</TABLE>


     The foreign  currency  translation  adjustments are not adjusted for income
taxes as they relate to indefinite investments in non-U.S. subsidiaries.


15.  QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
                                                     For the Three Months Period Ended                  For the
                                       ----------------------------------------------------------     Year Ended
                                          Mar. 31,        June 30,       Sept. 30,       Dec. 31,       Dec. 31,
                                            2000            2000           2000           2000            2000
-------------------------------------------------------------------------------------------------   ---------------
<S>                                    <C>            <C>             <C>            <C>            <C>
Revenue                                 $   457,411   $    464,450    $    456,265   $    449,560   $  1,827,686
Gross profit                                127,511        136,116         137,505        129,720        530,852
Net income                                   13,018         12,395          86,894          7,446        119,753
Basic net income per common share              0.13           0.13            0.90           0.08           1.24
Diluted net income per common share            0.13           0.13            0.90           0.08           1.23
</TABLE>


<TABLE>
<CAPTION>
                                                     For the Three Months Period Ended                  For the
                                       ----------------------------------------------------------     Year Ended
                                          Mar. 31,        June 30,       Sept. 30,       Dec. 31,       Dec. 31,
                                            1999            1999           1999           1999            1999
-------------------------------------------------------------------------------------------------   ---------------
<S>                                    <C>            <C>             <C>            <C>            <C>
Revenue                                 $   482,866   $    501,679    $    500,062   $    457,042   $  1,941,649
Gross profit                                129,925        135,220         137,833        122,770        525,748
Income from continuing operations            24,228         25,961          15,737         16,209         82,135
Gain on sale of discontinued
   operations, net of taxes                       -              -          14,955              -         14,955
Net income                                   24,228         25,961          30,692         16,209         97,090
Basic income per common share from
   continuing operations                       0.25           0.27            0.16           0.17           0.85
Basic income per common share from
   gain on sale of discontinued
   operations                                     -              -            0.16              -           0.16
Basic net income per common share              0.25           0.27            0.32           0.17           1.01
Diluted income per common share from
   continuing operations                       0.25           0.27            0.16           0.17           0.85
Diluted income per common share from
   gain on sale of discontinued
   operations                                     -              -            0.15              -           0.15
Diluted net income per common share     $      0.25   $       0.27    $       0.31   $       0.17   $       1.00
</TABLE>

<PAGE>



16.   SEGMENT REPORTING

     The Company discloses segment  information in accordance with SFAS No. 131,
'Disclosure  About  Segments of an Enterprise  and Related  Information,'  which
requires  companies to report selected segment  information on a quarterly basis
and to report certain entity-wide disclosures about products and services, major
customers,  and the  material  countries  in which the entity  holds  assets and
reports revenues.

     The Company has three reportable segments:  Prolianz,  Idea Integration and
Modis.  The Company's  reportable  segments are strategic  divisions  that offer
different  services  and  are  managed  separately  as  each  division  requires
different  resources  and  marketing  strategies.   Prolianz,  the  professional
business solutions division, provides experienced expertise in a wide variety of
disciplines  including  accounting and finance,  law, engineering and technical,
science,  career management,  executive search,  and human resource  consulting.
Idea  Integration,   the  e-business  solutions  division,  provides  e-business
strategy  consulting,   design  and  branding,   application  development,   and
integration.  Modis, the information  technology resource  management  division,
offers   value-added   solutions  such  as  IT  project  support  and  staffing,
recruitment of full-time positions, project-based solutions, supplier management
solutions, and on-site recruiting support.

     The accounting policies of the segments are consistent with those described
in the summary of significant accounting policies in Note 2 and all intersegment
sales and transfers are eliminated.

     No one customer  represents more than 5% of the Company's  overall revenue.
Therefore,  the Company  does not believe it has a material  reliance on any one
customer as the Company is able to provide services to numerous Fortune 1000 and
other leading businesses.

     The Company evaluates segment  performance based on revenues,  gross margin
and pre-tax  income from  continuing  operations.  The Company does not allocate
income taxes or unusual items to the segments.  The following  table  summarizes
segment and geographic information:
<PAGE>
<TABLE>
<CAPTION>
                                                                           Fiscal
                                                    -------------------------------------------------
                                                          2000              1999              1998
-----------------------------------------------------------------------------------------------------
<S>                                                  <C>               <C>               <C>
Revenue
   Prolianz                                          $    652,626      $    592,455      $    537,973
   Idea Integration                                       241,092           168,158           114,411
   Modis                                                  933,968         1,181,036         1,049,729
                                                     ------------      ------------      ------------
         Total Revenue                               $  1,827,686      $  1,941,649      $  1,702,113
                                                     ============      ============      ============

Gross Profit
   Prolianz                                          $    217,464      $    194,993      $    165,760
   Idea Integration                                       104,925            70,209            49,531
   Modis                                                  208,463           260,546           252,285
                                                     ------------      ------------      ------------
         Total Gross Profit                          $    530,852      $    525,748      $    467,576
                                                     ============      ============      ============

Pre-tax Income from Continuing Operations
   Prolianz                                          $     61,699      $     54,390      $     50,334
   Idea Integration                                         5,842            26,540            17,775
   Modis                                                   30,399            81,032            97,811
                                                     ------------      ------------      ------------
                                                           97,940           161,962           165,920
   Charges (a)                                            (19,665)          (21,750)          (34,759)
   Corporate interest and other income                    (21,621)           (7,794)          (13,975)
                                                     ------------      ------------      ------------
   Total Pre-tax Income from Continuing Operations   $     56,654      $    132,418      $    117,186
                                                     ============      ============      ============
Geographic Areas
   Revenues
      United States                                  $  1,398,876      $  1,440,071      $  1,348,120
      U.K.                                                417,414           485,302           329,746
      Other                                                11,396            16,276            24,247
                                                     ------------      ------------      ------------
         Total                                       $  1,827,686      $  1,941,649      $  1,702,113
                                                     ============      ============      ============


                                                                          December 31,
                                                               -------------------------------
                                                                     2000              1999
----------------------------------------------------------------------------------------------

Assets
   Prolianz                                                     $    454,127      $    443,862
   Idea Integration                                                  431,293           241,873
   Modis                                                             752,431           877,675
                                                                ------------      ------------
                                                                   1,637,851         1,563,410
      Corporate                                                       15,709            32,985
                                                                ------------      ------------
         Total Assets                                           $  1,653,560      $  1,596,395
                                                                ============      ============
Geographic Areas
   Identifiable Assets
      United States                                             $  1,223,932      $  1,193,021
      U.K.                                                           408,339           380,869
      Other                                                           21,289            22,505
                                                                ------------      ------------
         Total                                                  $  1,653,560      $  1,596,395
                                                                ============      ============
 </TABLE>
(a)  Charges  for the year ended  December  31, 2000  include (1) $13,122  asset
     write down related to the sale of discontinued Health Care operations,  (2)
     $7,296 of costs  related to the planned  separation  and spin-off of the IT
     Businesses which was cancelled and (3) $753 restructuring charge recapture.
     These charges were  recognized in third quarter 2000.  Charges for the year
     ended  December  31, 1999 include  $25,000  asset write down related to the
     sale of  discontinued  Health  Care  operations  and  $3,250  recapture  of
     restructuring charges.  Charges for the year ended December 31, 1998 relate
     to restructuring and impairment charges of $34,759.
<PAGE>
17.   DISCONTINUED OPERATIONS

     Effective  September  27, 1998 and March 30,  1998,  the  Company  sold its
Commercial operations and Teleservices  division, and the operations and certain
assets of its Health  Care  division,  respectively,  (jointly  the  "Commercial
Businesses").  As a result,  the Commercial  Businesses  have been reported as a
discontinued operation. The Commercial operations and Teleservices division were
sold with a final adjusted  purchase price of $826.2 million in cash to Randstad
U.S., L.P.  ('Randstad'),  the U.S.  operating company of Ranstad Holding nv, an
international  staffing company based in The Netherlands.  The after-tax gain on
the sale was $230.6  million.  The  operations  and certain assets of the Health
Care division were sold for  consideration  of $8.0 million,  consisting of $3.0
million in cash and $5.0 million in a note receivable. The after-tax gain on the
sale was $0.1 million.

     In connection  with the Company's sale of its health care  operations,  the
Company  entered into an agreement  with the purchaser of the health care assets
whereby the Company agreed to make advances to the purchaser to fund its working
capital  requirements.  These advances were  collateralized by the assets of the
sold  operations,  primarily  the accounts  receivable.  In the third quarter of
1999, the Company was informed by the purchaser that they would default on their
obligation to the Company.  The Company  believed it was probable that a portion
of the advances would not be repaid and  accordingly,  provided an allowance for
the advances  estimated to be uncollectible  of $25.0 million.  At September 30,
2000,  the total amount owed to the Company,  net of the $25.0 million  reserve,
was $13.1 million.  The Company reevaluated the total amount owed to the Company
and believed it was  probable  that the balance of the  purchaser's  debt to the
Company  of $13.1  million  would not be repaid  and  accordingly,  provided  an
additional allowance for the debt estimated to be uncollectible.  As of December
31, 2000,  the Company had fully  reserved all amounts owed to the Company under
this agreement.

     The sale of the Commercial  Businesses represents the disposal of a segment
of  the  Company's  business.  The  net  operating  results  of  the  Commercial
Businesses have been reported,  net of applicable  income taxes, as 'Income from
Discontinued  Operations'.  The net cash flows of the Commercial Businesses have
been reported as 'Net Cash Used In Discontinued Operations'.

     Summarized  financial  information for the discontinued  operations for the
year ended December 31, 1998 follows (in thousands):
<TABLE>
<CAPTION>
<S>                                                        <C>
      Revenue                                              $     919,400
      Cost of Revenue                                            708,930
      Operating Expense                                          156,180
           Operating Income                                       54,290
      Interest, net                                                4,200
      Provision for income taxes                                  20,070
           Income from discontinued operations                    30,020
</TABLE>

     Results of the discontinued  Commercial  Business include the allocation of
certain net common  expenses  for  corporate  support and back office  functions
totaling  approximately  $0.9  million  for the year ended  December  31,  1998.
Corporate  support  and back  office  allocations  are based on the ratio of the
Company's  consolidated  revenues,  operating  income  and assets to that of the
discontinued  Commercial  Business.  Additionally,  the results of  discontinued
operations  include  allocations of consolidated  interest expense totaling $4.2
million for fiscal 1998.  Interest  expense is  allocated  based on the historic
funding needs of the discontinued operations, using a rate that approximates the
weighted  average interest rate outstanding for the Company for each fiscal year
presented.  Historic funding needs include: the purchases of property, plant and
equipment,  acquisitions, current income tax liabilities and fluctuating working
capital needs.

<PAGE>

18. EXTRAORDINARY ITEM

     During  fiscal 1998,  the Company  recognized  an  extraordinary  after-tax
charge of $5.61 million as a result of the Company's early  retirement of $16.45
million  of 7%  Convertible  Senior  Notes Due 2002 and the  termination  of the
Company's  existing  credit facility  immediately  subsequent to the sale of the
Company's Commercial operations and Teleservices division.

     The Company paid a premium of $7.13 million on the early  extinguishment of
the 7% Senior  Convertible  Senior Notes and wrote off $0.37  million of related
unamortized  debt  issuance  costs.  Additionally,  the Company  wrote off $1.63
million of unamortized  debt financing  costs related to the  termination of the
credit facility.



19. SUBSEQUENT EVENT

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

     The Option Exchange Plan was approved by the Compensation Committee and the
non-employee  members of the Board of Directors.  The Company expects the Option
Exchange  Plan to be  completed  by  mid-August.  The Company does not expect to
incur any compensation  charges in connection with the Option Exchange Plan. For
further discussion on the Option Exchange Plan see Form 8-K filed by the Company
on January 25, 2001.

<PAGE>
 PART III

     Information  required  by Part  III is  incorporated  by  reference  to the
Registrant's  Definitive  Proxy Statement to be filed pursuant to Regulation 14A
("the Proxy Statement") not later than 120 days after the end of the fiscal year
covered by this report.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item is incorporated by reference from the
section entitled "Election of Directors," "Executive  Compensation" and "Section
16(a)  Beneficial  Ownership  Reporting   Compliance"  contained  in  the  proxy
statement.

ITEM 11. EXECUTIVE COMPENSATION

     The information required by this item is incorporated by reference from the
section entitled "Executive Compensation" contained in the Proxy Statement.

ITEM 12. SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is incorporated by reference from the
section entitled "Principal Shareholders and Securities Ownership of Management"
contained in the Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is incorporated by reference from the
sections  entitled  'Certain  Relationships  and  Related   Transactions';   and
'Compensation  Committee Interlocks and Insider Participation'  contained in the
Proxy Statement.


   PART IV

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

(a)

1.  Financial Statements

     The  following  consolidated  financial  statements  of the Company and its
subsidiaries are included in Item 8 of this report:

Report of Independent Certified Public Accountants

Consolidated  Balance Sheets as of December 31, 2000 and 1999

Consolidated  Statements  of Income  for each of the three  years in the  period
ended December 31, 2000

Consolidated  Statements of Cash Flows for each of the three years in the period
ended December 31, 2000

Consolidated  Statements of Stockholders'  Equity for each of the three years in
the period ended December 31, 2000

Notes to Consolidated Financial Statements.

2. Financial Statement Schedules

               Financial  statement  schedules  required  to be included in this
          report are either shown in the financial  statements and notes thereto
          included in Item 8 of this report or have been  omitted  because  they
          are not applicable.

3. Exhibits


3.1     Amended and restated Articles of Incorporation.(1)

3.2     Amended and Restated Bylaws.(2)

10.1    AccuStaff Incorporated Employee Stock Plan. (3)

10.2    AccuStaff Incorporated (now Modis Professional Services, Inc. amended
        and restated Non-Employee Director Stock Plan. (4)

10.3    Form of Employee Stock Option Award Agreement. (3)

10.4    Form of Non-Employee Director Stock Option Award Agreement,
        as amended.

10.5    Profit Sharing Plan. (3)

10.6    Revolving Credit and  Reimbursement  Agreement by and  between
        the  Company   and   NationsBank   National   Association   as
        Administration   Agent  and  certain  lenders  named  therein,
        dated October 30, 1998. (2)

10.6(a)  Amendment agreement No. 1 to revolving credit and reimbursement
         agreement, dated October 27, 1999. (1)

10.6(b)  364 day credit agreement by and between the Company and Bank of
         America. N.A. as administration agent and certain lenders named
         therein dated October 27, 1999. (1)

10.6(c)  Amendment agreement No. 2 to 364 day credit agreement, dated October
         25, 2000.

10.6(d)  Amendment agreement No. 3 to revolving credit and reimbursement
         agreement, dated October 25, 2000.

10.7     Modis Professional Services, Inc., 1995 Stock Option Plan, as
         Amended and Restated.  (2)

10.8    Form  of  Stock  Option  Agreement  under  Modis  Professional
        Services, Inc. amended and restated 1995 Stock Option Plan. (2)

10.9    Executive Employment Agreement with Derek E. Dewan.  (4)

10.9(a) Award notification to Derek E. Dewan under the Senior Executive
        Annual Incentive Plan (1)

10.10   Executive Employment Agreement with Michael D. Abney.  (4)

10.10(a)Award notification to Michael D. Abney under Senior Executive
        Annual Incentive Plan. (1)

10.11   Executive Employment Agreement with Marc M. Mayo. (4)

10.11(a)Award notification to Marc M. Mayo under the Senior Executive
        Annual Incentive Plan.  (1)

10.12   Executive Employment Agreement with Timothy D. Payne. (4)

10.12(a)Award notification to Timothy D. Payne under the Senior Executive
        Annual Incentive Plan.  (1)

10.13   Executive Employment Agreement with George A. Bajalia. (4)

10.13(a)Amended and Restated Executive Employment Agreement with George A.
        Bajalia, effective November 1, 2000.

10.14   Executive Employment Agreement with Robert P. Crouch.  (4)

10.14(a)Award notification to Robert P. Crouch under the Senior
        Executive Annual Incentive Plan.  (1)

10.15   Senior Executive Annual Incentive Plan.  (1)

10.16   Form of Director's Indemnification Agreement.

10.17   Form of Officer's Indemnification Agreement.

21      Subsidiaries of the Registrant.

23      Consent of PricewaterhouseCoopers LLP.

27      Financial Data Schedule.

(1) Incorporated by reference to the Company's Quarterly Report on Form
10-Q filed November 15, 1999.

(2) Incorporated  by reference to the Company's  Annual Report on Form
10-K filed March 31, 1999.

(3) Incorporated by reference to the Company's Registration on Form S-1
(No. 33-78906).

(4) Incorporated by reference to the Company's Quarterly Report on Form
10-Q filed August 16, 1999.

(b)  reports on Form 8-K.  No  reports  on form 8-K were filed  during the final
quarter of fiscal 1999.

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.

MODIS PROFESSIONAL SERVICES, INC.


By:  /s/ Timothy D. Payne
     Timothy D. Payne
     President and Chief Executive Officer

Date:  March 29, 2001

Pursuant to the requirements of 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.

Signatures                          Title                             Date


/s/ Timothy D. Payne             President, Chief                March 29, 2001
Timothy D. Payne                 Executive Officer and
                                 Director


/s/ Robert P. Crouch             Senior Vice President, Chief    March 29, 2001
Robert P. Crouch                 Financial Officer, Treasurer,
                                 and Chief Accounting Officer


/s/ George A. Bajalia            Senior Vice President,          March 29, 2001
George A. Bajalia                Chief Operating Officer
                                 and Director


/s/ Derek E. Dewan               Chairman of the Board           March 29, 2001
Derek E. Dewan


/s/ Michael D. Abney             Director                        March 29, 2001
Michael D. Abney


/s/ T. Wayne Davis               Director                        March 29, 2001
T. Wayne Davis


/s/ Michael L. Huyghue           Director                        March 29, 2001
Michael L. Huyghue


/s/ William M. Isaac             Director                        March 29, 2001
William M. Isaac


/s/ John R. Kennedy              Director                        March 29, 2001
John R. Kennedy


/s/ George J. Mitchell           Director                        March 29, 2001
George J. Mitchell


/s/ Peter J. Tanous              Director                        March 29, 2001
Peter J. Tanous





EXHIBIT INDEX

10.6(c)         Amendment agreement No. 2 to 364 day credit agreement,
                dated October 25, 2000.

10.6(d)         Amendment agreement No. 3 to revolving credit and reimbursement
                agreement, dated October 25, 2000.

10.13(a)        Amended and Restated Executive Employment Agreement with George
                A. Bajalia, effective November 1, 2000.

21              Subsidiaries of the Registrant.

23              Consent of PricewaterhouseCoopers LLP.

27              Financial Data Schedule.