SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------


                                   FORM 10-K/A

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

(Mark One)

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

For the fiscal year ended December 31, 1999
                          -----------------

                                       or

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

For the transition period from _______________ to ___________

                        Commission File Number 000-23147

                          OUTSOURCE INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

Florida                                                    65-0675628
-------                                                    ----------
(State or jurisdiction                                     (I.R.S. Employer
incorporation or organization)                             Identification No.)

1144 East Newport Center Drive, Deerfield Beach, Florida           33442
--------------------------------------------------------           -----
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code: (954) 418-6200

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par
value $.001 per share

         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 twelve months (or 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. [ ]

         The aggregate market value of voting and non-voting Common Stock held
by nonaffiliates as of March 31, 2000 was approximately $5.9 million (based upon
the closing sale price of $1.625 per share on the NASDAQ Stock Market(R) on
March 31, 2000).

         As of March 31, 2000, a total of 8,657,913 shares of the Registrant's
Common Stock were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Registrant's Definitive Proxy Statement for the 2000
Annual Meeting of Shareholders are incorporated by reference in Part III.

<PAGE>

PART IV

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


     (c) The following exhibits are filed herewith:

EXHIBIT
NUMBER                EXHIBIT DESCRIPTION

2.1      Amended and Restated Agreement Among Shareholders dated February 21,
         1997(1)
2.2      Articles of Share Exchange among Outsource International, Inc., Capital
         Staffing Fund, Inc., Outsource Franchising, Inc., Synadyne I, Inc.,
         Synadyne II, Inc., Synadyne III, Inc., Synadyne IV, Inc., Synadyne V,
         Inc., Employees Insurance Services, Inc. and Outsource International of
         America, Inc. dated February 21, 1997(1)
3.1      Amended and Restated Articles of Incorporation of the Company(2)
3.2      Amended and Restated Bylaws of the Company(3)
4.3      Shareholder Protection Rights Agreement(3)
4.6      Warrant Dated February 21, 1997 Issued to Triumph-Connecticut Limited
         Partnership(1)
4.7      Warrant Dated February 21, 1997 Issued to Bachow Investment Partners
         III, L.P.(1)
4.8      Warrant Dated February 21, 1997 Issued to State Street Bank and Trust
         Company of Connecticut, N.A., as Escrow Agent(1)
9        Voting Trust Agreement among Outsource International, Inc., Richard J.
         Williams and Paul M. Burrell, as Trustees, and certain shareholders of
         Outsource International, Inc. dated as of February 21, 1997(1)
10.1     Securities Purchase Agreement among Triumph-Connecticut Limited
         Partnership, Bachow Investment Partners III, L.P., Outsource
         International, Inc., Capital Staffing Fund, Inc., Outsource
         Franchising, Inc., Synadyne I, Inc., Synadyne II, Inc., Synadyne III,
         Inc., Synadyne IV, Inc., Synadyne V, Inc., Employees Insurance
         Services, Inc. and Outsource International of America, Inc. dated as of
         February 21, 1997(1)
10.2     Escrow Agreement Among State Street Bank and Trust Company of
         Connecticut, N.A., certain shareholders of Outsource International,
         Inc., and Outsource International, Inc. dated as of February 21,
         1997(1)


<PAGE>

EXHIBIT
NUMBER                EXHIBIT DESCRIPTION

10.3     Registration Rights Agreement among Outsource International, Inc.,
         Triumph-Connecticut Limited Partnership, Bachow Investment Partners
         III, L.P., and shareholders of Outsource International, Inc. dated as
         of February 21, 1997(1)
10.4     Agreement among Shareholders and Investors in Outsource International,
         Inc. dated as of February 21, 1997(1)
10.7     Asset Purchase Agreement among Standby Personnel of Colorado Springs,
         Inc., Adrian Walker and Outsource International, Inc. dated as of
         February 24, 1997(1)
10.8     Asset Purchase Agreement between Staff Management Services, Inc. and
         Outsource International, Inc. dated as of March 3, 1997(1)
10.9     Asset Purchase Agreement between Superior Temporaries, Inc. and
         Outsource International, Inc. dated as of March 3, 1997(1)
10.10    Asset Purchase Agreement among Stand-By, Inc., Carlene Walker and
         Outsource International of America, Inc. dated as of March 31, 1997(1)
10.11    Employment Agreement between Paul M. Burrell and the Company dated as
         of February 21, 1997(1)*
10.12    Employment Agreement between Robert A. Lefcort and the Company dated as
         of March 3, 1997(1)*
10.13    Employment Agreement between Robert E. Tomlinson and the Company dated
         as of March 3, 1997(1)*
10.14    Employment Agreement between Robert J. Mitchell and the Company dated
         as of March 3, 1997(1)*
10.15    Employment Agreement between Brian Nugent and the Company dated as of
         March 11, 1997(7)*
10.16    Employment Agreement between Carolyn Noonan and the Company dated as of
         July 22, 1999(8)*
10.17    Employment Agreement between Scott R. Francis and the Company dated as
         of April 1, 1998(6)*
10.18    Stock Option Plan, As Amended Effective May 8, 1998(6)*
10.19    Third Amended and Restated Credit Agreement among Outsource
         International, Inc., the banks from time to time parties hereto and
         BankBoston, N.A., successor by merger to Bank of Boston, Connecticut,
         as agent - Revolving Credit Facility dated as of July 27, 1998(6)
10.20    OI Pledge Agreement made by Outsource International, Inc. in favor of
         Bank of Boston Connecticut, as Agent, dated as of February 21, 1997(1)
10.21    OI Security Agreement made by Outsource International, Inc. in favor of
         Bank of Boston Connecticut, as Agent, dated as of February 21, 1997(1)
10.22    Subsidiary Security Agreement made by Capital Staffing Fund, Inc.,
         Outsource Franchising, Inc., Synadyne I, Inc., Synadyne II, Inc.,
         Synadyne III, Inc., Synadyne IV, Inc., Synadyne V, Inc., Employees
         Insurance Services, Inc. and Outsource International of America, Inc.
         in favor of Bank of Boston Connecticut, As Agent, dated as of February
         21, 1997(1)
10.23    Subsidiary Guarantee by Capital Staffing Fund, Inc., Outsource
         Franchising, Inc., Synadyne I, Inc., Synadyne II, Inc., Synadyne III,
         Inc., Synadyne IV, Inc., Synadyne V, Inc., Employees Insurance
         Services, Inc. and Outsource International of America, Inc. in favor of
         Bank of Boston Connecticut, As Agent, dated as of February 21, 1997(1)
10.24    Trademark Security Agreement made by Outsource International, Inc. and
         Outsource Franchising, Inc. in favor of Bank of Boston Connecticut
         dated as of February 21, 1997(1)
10.25    Interest Rate Collar Transaction between BankBoston, N.A. and Outsource
         International, Inc. dated as of February 20, 1998(5)
10.33    Form of Accumulated Adjustments Account Promissory Note dated February
         20, 1997 issued by Capital Staffing Fund, Inc., Outsource Franchising,
         Inc. and Outsource International of America, Inc. to the following
         shareholders of the Company and Schedule of Allocation of AAA
         Distribution to such shareholders: Lawrence H. Schubert Revocable
         Trust; Robert A. Lefcort Irrevocable Trust; Nadya I. Schubert Revocable
         Trust; Louis J. Morelli S Stock Trust; Margaret Ann Janisch S Stock
         Trust; Matthew Schubert Outsource Trust; Jason Schubert Outsource
         Trust; Alan E. Schubert; Louis A. Morelli; Louis J. Morelli; Raymond S.
         Morelli; Matthew B. Schubert; Mindi Wagner; Margaret Morelli Janisch;
         Robert A. Lefcort; and Paul M. Burrell(1)


<PAGE>

EXHIBIT
NUMBER                EXHIBIT DESCRIPTION

10.34    Receivables Purchase and Sale Agreement dated July 27, 1998 among
         Outsource International, Inc., Outsource Franchising, Inc., Capital
         Staffing Fund, Inc., Synadyne I, Inc., Synadyne II, Inc., Synadyne III,
         Inc., Synadyne IV, Inc., Synadyne V, Inc., and Outsource International
         of America, Inc., each as an originator, and Outsource Funding
         Corporation, as the buyer, and Outsource International, Inc., as the
         servicer(6)
10.35    Receivables Purchase Agreement dated July 27, 1998 among Outsource
         Funding Corporation, as the seller, and EagleFunding Capital
         Corporation, as the purchaser, and BancBoston Securities, Inc., as the
         deal agent and Outsource International, Inc., as the servicer(6)
10.36    Intercreditor Agreement dated July 27, 1998 by and among BankBoston,
         N.A., as lender agent; Outsource Funding Corporation, Outsource
         International, Inc., Outsource Franchising, Inc., Capital Staffing
         Fund, Inc., Synadyne I, Inc., Synadyne II, Inc., Synadyne III, Inc.,
         Synadyne IV, Inc., Synadyne V, Inc. and Outsource International of
         America, Inc., as originators; Outsource International, in its separate
         capacity as servicer; EagleFunding Capital Corporation, as purchaser;
         and BancBoston Securities Inc., individually and as purchaser agent(6)
10.50    First Amendment to Third Amended and Restated Credit Agreement among
         Outsource International, Inc., each of the banks party to the Credit
         Agreement and BankBoston, N.A., as agent for the banks, dated as of
         February 22, 1999(7)
10.51    Temporary Waiver and Second Amendment to Third Amended and Restated
         Credit Agreement among Outsource International, Inc., it subsidiaries,
         each of the banks party to the Credit Agreement and BankBoston, N.A.,
         as agent for the banks, dated June 30, 1999(8)
10.53    Third Temporary Waiver to Third Amended and Restated Credit Agreement
         among Outsource International, Inc., its subsidiaries, each of the
         banks party to the Credit Agreement and BankBoston, N.A., as agent for
         the banks, dated as of August 5, 1999(8)
10.55    Third Amendment to Third Amended and Restated Credit Agreement among
         Outsource International, Inc., Capital Staffing Fund, Inc., Outsource
         Franchising, Inc., Synadyne I, Inc., Synadyne II, Inc., Synadyne III,
         Inc., Synadyne IV, Inc., Synadyne V, Inc., Employees Insurance
         Services, Inc., Outsource International of America, Inc., Mass Staff,
         Inc., Staff All, Inc., Outsource of Nevada, Inc., Employment
         Consultants, Inc., X-tra Help, Inc., Co-Staff, Inc., Guardian Employer
         East, LLC, Guardian Employer West, LLC, each of the banks party to the
         Credit Agreement and BankBoston, N.A, as agent for the banks, dated as
         of October 1, 1999(9)
10.56    Revolving Credit Agreement among Outsource Funding Corporation, the
         banks from time to time parties thereto, and BankBoston, N.A., as agent
         for the banks, dated October 1, 1999(9)
10.57    Amended and Restated Receivables Purchase and Sale Agreement dated as
         of October 1, 1999 among Outsource International, Inc., Capital
         Staffing Fund, Inc., Outsource Franchising, Inc., Synadyne I, Inc.,
         Synadyne II, Inc., Synadyne III, Inc., Synadyne IV, Inc., Synadyne V,
         Inc. and Outsource International of America, Inc., each as an
         originator, and Outsource Funding Corporation, as the buyer, and
         Outsource International, Inc., as the servicer(9)
10.58    Fourth Amendment to Third Amended and Restated Credit Agreement among
         Outsource International, Inc., Capital Staffing Fund, Inc., Outsource
         Franchising, Inc., Synadyne I, Inc., Synadyne II, Inc., Synadyne III,
         Inc., Synadyne IV, Inc., Synadyne V, Inc., Employees Insurance
         Services, Inc., Outsource International of America, Inc., Mass Staff,
         Inc., Staff All, Inc., Outsource of Nevada, Inc., Employment
         Consultants, Inc., X-tra Help, Inc., Co-Staff, Inc., Guardian Employer
         East, LLC, Guardian Employer West, LLC, each of the banks party to the
         Credit Agreement and BankBoston, N.A, as agent for the banks, dated as
         of December 29, 1999(11)
10.59    First Amendment to Revolving Credit Agreement among Outsource Funding
         Corporation, the banks from time to time parties thereto, and
         BankBoston, N.A., as agent for the banks, dated December 29, 1999(11)
10.60    Second Amendment to Revolving Credit Agreement among Outsource Funding
         Corporation, the banks from time to time parties thereto, and
         BankBoston, N.A., as agent for the banks, dated January 31, 2000(11)
10.61    Fifth Amendment to Third Amended and Restated Credit Agreement among
         Outsource International, Inc., Capital Staffing Fund, Inc., Outsource
         Franchising, Inc., Synadyne I, Inc., Synadyne II, Inc., Synadyne III,
         Inc., Synadyne IV, Inc., Synadyne V, Inc., Employees Insurance
         Services, Inc., Outsource International of America, Inc., Mass Staff,
         Inc., Staff All, Inc., Outsource of Nevada, Inc., Employment
         Consultants, Inc., X-tra Help, Inc., Co-Staff, Inc., Guardian Employer
         East, LLC, Guardian Employer West, LLC, each of the banks party to the
         Credit Agreement and BankBoston, N.A, as agent for the banks, dated as
         of January 31, 2000(11)


<PAGE>

EXHIBIT
NUMBER                     EXHIBIT DESCRIPTION

10.62    Sixth Amendment to Third Amended and Restated Credit Agreement among
         Outsource International, Inc., Capital Staffing Fund, Inc., Outsource
         Franchising, Inc., Synadyne I, Inc., Synadyne II, Inc., Synadyne III,
         Inc., Synadyne IV, Inc., Synadyne V, Inc., Employees Insurance
         Services, Inc., Outsource International of America, Inc., Mass Staff,
         Inc., Staff All, Inc., Outsource of Nevada, Inc., Employment
         Consultants, Inc., X-tra Help, Inc., Co-Staff, Inc., Guardian Employer
         East, LLC, Guardian Employer West, LLC, each of the banks party to the
         Credit Agreement and BankBoston, N.A, as agent for the banks, dated as
         of March 30, 2000(11)
10.63    Third Amendment to Revolving Credit Agreement among Outsource Funding
         Corporation, the banks from time to time parties thereto, and
         BankBoston, N.A., as agent for the banks, dated March 30, 2000(11)
10.80    Employment agreement between Jon Peterson and the Company dated as of
         February 14, 2000(11)
10.81    Employment agreement between Garry E. Meier and the Company dated as of
         February 7, 2000(11)
10.85    Asset Purchase Agreement by and between Team Staff, Inc., Teamstaff V,
         Inc. and Outsource International, Inc., Synadyne I, Inc., Synadyne II,
         Inc., Synadyne III, Inc., Synadyne IV, Inc., Synadyne V, Inc., Guardian
         Employer East LLC and Guardian Employer West LLC, dated as of April 7,
         2000(11)
10.86    Shared Services Agreement by and between Team Staff, Inc. and Outsource
         International, Inc., dated as of April 7, 2000(11)
10.90    Engagement Letter between Outsource International, Inc. and Crossroads
         Capital Partners LLC, dated as of May 7, 1999 and three addenda dated
         June 18, July 1 and August 2, 1999(8)
10.91    Finder Services Agreement between Outsource International, Inc. and
         Crossroads Capital Partners LLC, dated as of June 30, 1999(8)
21       Subsidiaries of the Company(10)
23       Consent of Deloitte & Touche LLP(10)
27       Financial Data Schedule(10)

------------------------

*        Compensatory plan or arrangement.
(1)      Incorporated by reference to the Exhibits to the Company's Registration
         Statement on Form S-1 (Registration Statement No. 333-33443) as filed
         with the Securities and Exchange Commission on August 12, 1997
(2)      Incorporated by reference to the Exhibits to Amendment No. 3 to the
         Company's Registration Statement on Form S-1 (Registration Statement
         No. 333-33443) as filed with the Securities and Exchange Commission on
         October 21, 1997
(3)      Incorporated by reference to the Exhibits to Amendment No. 1 to the
         Company's Registration Statement on Form S-1 (Registration Statement
         No. 333-33443) as filed with the Securities and Exchange Commission on
         September 23, 1997
(4)      Incorporated by reference to the Exhibits to the Company's Form 10-K
         for the year ended December 31, 1997 as filed with the Securities and
         Exchange Commission on March 31, 1998
(5)      Incorporated by reference to the Exhibits to the Company's Form 10-Q
         for the quarterly period ended March 31, 1998, as filed with the
         Securities and Exchange Commission on May 15, 1998
(6)      Incorporated by reference to the Exhibits to the Company's Form 10-Q
         for the quarterly period ended June 30, 1998, as filed with the
         Securities and Exchange Commission on August 14, 1998
(7)      Incorporated by reference to the Exhibits to the Company's Form 10-K
         for the year ended December 31, 1998 as filed with the
         Securities and Exchange Commission on March 30, 1999
(8)      Incorporated by reference to the Exhibits to the Company's Form 10-Q
         for the quarterly period ended June 30, 1999, as filed with the
         Securities and Exchange Commission on August 16, 1999
(9)      Incorporated by reference to the Exhibits to the Company's Form 8-K, as
         filed with the Securities and Exchange Commission on October 19, 1999
(10)     Previously filed
(11)     Filed herewith

<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
behalf of the undersigned, thereunto duly authorized.


                                       OUTSOURCE INTERNATIONAL, INC.


                                       By: /s/ GARRY E. MEIER
                                           ----------------------
                                           Garry E. Meier
                                           Chairman of the Board of Directors,
                                           President and Chief Executive Officer

                                       Date:  April 20, 2000

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

<TABLE>
<CAPTION>
              Signature                                      Title                           Date
              ---------                                      -----                           ----
<S>                                             <C>                                     <C>
/s/ GARRY E. MEIER                                President, Chief Executive           April 20, 2000
------------------------------------           Officer and Chairman of the Board
           Garry E. Meier                                of Directors
                                                 (Principal Executive Officer)

                                                      Vice President,
/s/ SCOTT R. FRANCIS                               Chief Financial Officer,            April 20, 2000
------------------------------------                     and Director
          Scott R. Francis                           (Principal Financial
                                                          Officer)

/s/ PAUL M. BURRELL                                       Director                     April 20, 2000
------------------------------------
     Paul M. Burrell

/s/ DAVID S. HERSHBERG                                    Director                     April 20, 2000
------------------------------------
     David S. Hershberg

/s/ LAWRENCE CHIMERINE                                    Director                     April 20, 2000
------------------------------------
     Lawrence Chimerine

/s/ JAY D. SEID                                           Director                     April 20, 2000
-----------------------------------
     Jay D. Seid

/s/ CAROLYN H. NOONAN                            Vice President and Controller         April 20, 2000
------------------------------------             (Principal Accounting Officer)
      Carolyn H. Noonan

</TABLE>



<PAGE>
                                INDEX TO EXHIBITS




EXHIBIT
NUMBER                EXHIBIT DESCRIPTION
------                -------------------

10.58    Fourth Amendment to Third Amended and Restated Credit Agreement among
         Outsource International, Inc., Capital Staffing Fund, Inc., Outsource
         Franchising, Inc., Synadyne I, Inc., Synadyne II, Inc., Synadyne III,
         Inc., Synadyne IV, Inc., Synadyne V, Inc., Employees Insurance
         Services, Inc., Outsource International of America, Inc., Mass Staff,
         Inc., Staff All, Inc., Outsource of Nevada, Inc., Employment
         Consultants, Inc., X-tra Help, Inc., Co-Staff, Inc., Guardian Employer
         East, LLC, Guardian Employer West, LLC, each of the banks party to the
         Credit Agreement and BankBoston, N.A, as agent for the banks, dated as
         of December 29, 1999

10.59    First Amendment to Revolving Credit Agreement among Outsource Funding
         Corporation, the banks from time to time parties thereto, and
         BankBoston, N.A., as agent for the banks, dated December 29, 1999

10.60    Second Amendment to Revolving Credit Agreement among Outsource Funding
         Corporation, the banks from time to time parties thereto, and
         BankBoston, N.A., as agent for the banks, dated January 31, 2000

10.61    Fifth Amendment to Third Amended and Restated Credit Agreement among
         Outsource International, Inc., Capital Staffing Fund, Inc., Outsource
         Franchising, Inc., Synadyne I, Inc., Synadyne II, Inc., Synadyne III,
         Inc., Synadyne IV, Inc., Synadyne V, Inc., Employees Insurance
         Services, Inc., Outsource International of America, Inc., Mass Staff,
         Inc., Staff All, Inc., Outsource of Nevada, Inc., Employment
         Consultants, Inc., X-tra Help, Inc., Co-Staff, Inc., Guardian Employer
         East, LLC, Guardian Employer West, LLC, each of the banks party to the
         Credit Agreement and BankBoston, N.A, as agent for the banks, dated as
         of January 31, 2000

10.62    Sixth Amendment to Third Amended and Restated Credit Agreement among
         Outsource International, Inc., Capital Staffing Fund, Inc., Outsource
         Franchising, Inc., Synadyne I, Inc., Synadyne II, Inc., Synadyne III,
         Inc., Synadyne IV, Inc., Synadyne V, Inc., Employees Insurance
         Services, Inc., Outsource International of America, Inc., Mass Staff,
         Inc., Staff All, Inc., Outsource of Nevada, Inc., Employment
         Consultants, Inc., X-tra Help, Inc., Co-Staff, Inc., Guardian Employer
         East, LLC, Guardian Employer West, LLC, each of the banks party to the
         Credit Agreement and BankBoston, N.A, as agent for the banks, dated as
         of March 30, 2000

10.63    Third Amendment to Revolving Credit Agreement among Outsource Funding
         Corporation, the banks from time to time parties thereto, and
         BankBoston, N.A., as agent for the banks, dated March 30, 2000

10.80    Employment agreement between Jon Peterson and the Company dated as of
         February 14, 2000

10.81    Employment agreement between Garry E. Meier and the Company dated as
         of February 7, 2000

10.85    Asset Purchase Agreement by and between Teamstaff, Inc., Teamstaff V,
         Inc. and Outsource International, Inc., Synadyne I, Inc., Synadyne II,
         Inc., Synadyne III, Inc., Synadyne IV, Inc., Synadyne V, Inc., Guardian
         Employer East LLC and Guardian Employer West LLC dated as of April 7,
         2000

10.86    Shared Services Agreement by and between Teamstaff, Inc. and Outsource
         International, Inc. dated as of April 7, 2000

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