UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                AMENDMENT NO. 1

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

for the fiscal year ended December 31, 2002

                                       OR

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

For the transition period from __________ to __________

Commission file no. 000-24484



                                 MPS GROUP, 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:

                                                       Name of Each Exchange
         Title of Each Class                            on Which Registered

Common Stock, Par Value $0.01 Per Share               New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

     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. [ ]

     Indicate by check mark whether the Registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).

Yes  X  No
    ---    ---

     The aggregate market value of the voting and non-voting  common equity held
by  nonaffiliates  based upon the closing  sale price of the Common  Stock,  Par
Value $0.01 Per Share,  as  reported by the New York Stock  Exchange on June 28,
2002, the last business day of the Registrant's  most recently  completed second
fiscal quarter, was approximately $861,464,571.

     As of March 12, 2003 the number of shares  outstanding of the  Registrant's
the Common Stock, Par Value $0.01 Per Share was 102,541,491.

<PAGE>

                                EXPLANATORY NOTE

     This  Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year
ended  December  31,  2002 of MPS Group,  Inc. is filed in response to a comment
from  the  staff  of  the  Securities  and  Exchange  Commission  to  correct  a
typographical  error in Exhibit 23,  'Consent of  Independent  Certified  Public
Accountants' to the original filing of this Report, filed on March 31, 2003. The
date of that  Consent  appeared as March 26,  2002,  rather than March 26, 2003,
which was the actual date of execution of the Consent.


                                     PART IV

Item 15. Exhibits, Financial Statements Schedules and Reports on Form 8-K

(a)      Documents Filed as Part of the Report.

         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 at December 31, 2002 and 2001

         *Consolidated Statements of Operations for the years ended
         December 31, 2002, 2001, and 2000

         *Consolidated Statements of Stockholders' Equity for the
         years ended December 31, 2002, 2001, and 2000

         *Consolidated Statements of Cash Flows for the years ended
         December 31, 2002, 2001, and 2000

         *Notes to Consolidated Financial Statements

* - Filed with the original filing of this Report.


         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.

         See (c) below.

(b)      Reports on Form 8-K.

     A report on Form 8-K dated  November 14, 2002 was  furnished by the Company
on  November  2002.  The  report  was  furnished  under  Item 9,  Regulation  FD
Disclosure.

(c)      Exhibits.

3.1     Amended and restated Articles of Incorporation. (10)

3.2     Bylaws of Modis Professional Services, Inc. (13)

10.1    Modis Professional Services, Inc. (now MPS Group, Inc.) 2001 Employee
        Stock Purchase Plan. (9)

10.2    AccuStaff   Incorporated  (now  MPS  Group,   Inc.)  amended  and
        restated Non-Employee Director Stock Plan. (4)

10.3    Form of Non-Employee Director Stock Option Award Agreement, as amended.
        (6)

10.4    Profit Sharing Plan. (1)

10.5    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)

10.5(a) Amendment  agreement  No.  1  to  revolving  credit  and  reimbursement
        agreement, dated October 27, 1999. (5)

10.5(b) Amendment  agreement  No.  3  to  revolving  credit  and  reimbursement
        agreement, dated October 25, 2000. (7)

10.6    Modis  Professional  Services,  Inc.  (now MPS  Group,  Inc.)  Amended
        and Restated Stock Option Plan. (9)

10.7    Form of Stock Option Agreement under Modis Professional Services, Inc.
        (now MPS Group, Inc.) amended and restated 1995 Stock Option Plan. (9)

10.8    Chairman Employment Agreement with Derek E. Dewan. (8)

10.8(a) Restricted Stock Agreement with Derek E. Dewan. (8)

10.9    Amended and Restated Executive  Employment Agreement with Timothy D.
        Payne. (8)

10.9(a) Restricted Stock Agreement with Timothy D. Payne. (12)

10.10   Amended and Restated Executive  Employment Agreement with Robert P.
        Crouch. (8)

10.10(a)Restricted Stock Agreement with Robert P. Crouch. (12)

10.11   Modis  Professional  Services,  Inc. (now MPS Group, Inc.) Executive
        Option Plan (3)

10.12   Senior Executive Annual Incentive Plan. (5)

10.13   Form of Director's Indemnification Agreement. (6)

10.14   Form of Officer's Indemnification Agreement. (6)

10.15   Form of Award  Notification  under the Modis  Professional  Services,
        Inc. (now MPS Group, Inc.) Senior Executive Annual Incentive Plan. (9)

10.16   Executive Deferred Compensation Plan. (11)

10.16(a)Amendment to Executive Deferred Compensation Plan. (13)

10.17   Form of Executive Employment Agreement. (13)

10.18   Form of Director's Indemnification Agreement. (13)

21*     Subsidiaries of the Registrant.

23**    Consent of PricewaterhouseCoopers LLP.

24*     Form of Power of Attorney.

31.1**  Certification of Timothy D. Payne pursuant to Rule 13a-14/15d-14.

31.2**  Certification of Robert P. Crouch pursuant to Rule 13a-14/15d-14.

32.1**  Certification of Timothy D. Payne pursuant to 18 U.S.C. Section 1350.

32.2**  Certification of Robert P. Crouch pursuant to 18 U.S.C. Section 1350.

99.1*   Report of the Audit Committee.

* - Filed with the original filing of this Report.
** - Filed herewith.

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

(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-8 (No.
     33-88329).

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

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

(6)  Incorporated by reference to the Company's Annual Report on Form 10-K filed
     March 30, 2000.

(7)  Incorporated by reference to the Company's Annual Report on Form 10-K filed
     April 2, 2001.

(8)  Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     filed May 16, 2001.

(9)  Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     filed August 8, 2001.

(10) Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     filed May 14, 2002.

(11) Incorporated by reference to the Company's Annual Report on Form 10-K filed
     March 26, 2002.

(12) Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     filed November 14, 2002.

(13) Incorporated by references to the Company's  Quarterly  Report on Form 10-Q
     filed May 15, 2003.

<PAGE>
                                   SIGNATURES

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

MPS GROUP, INC.

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

Date:  January 16, 2004

     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               January 16, 2004
Timothy D. Payne                 Executive Officer and
                                 Director


/s/ Robert P. Crouch             Senior Vice President, Chief   January 16, 2004
Robert P. Crouch                 Financial Officer, Treasurer,
                                 and Chief Accounting Officer


/s/ Derek E. Dewan *             Chairman of the Board          January 16, 2004
Derek E. Dewan


/s/ Michael D. Abney *           Director                       January 16, 2004
Michael D. Abney


/s/ T. Wayne Davis *             Director                       January 16, 2004
T. Wayne Davis


                                 Director
Richard J. Heckmann


/s/ Michael L. Huyghue *         Director                       January 16, 2004
Michael L. Huyghue


                                 Director
William M. Isaac


/s/ John R. Kennedy *            Director                       January 16, 2004
John R. Kennedy


/s/ Darla D. Moore *             Director                       January 16, 2004
Darla D. Moore


/s/ Peter J. Tanous *            Director                       January 16, 2004
Peter J. Tanous


                                 Director
Arthur B. Laffer


*By:/s/Timothy D. Payne
     Timothy D. Payne, as Attorney-in-Fact