<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                  ------------
                                  FORM 10-Q/A

(Mark One)

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

        For the quarterly period ending July 2, 2000

                                       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 number 000-23147

                          OUTSOURCE INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<CAPTION>
                           FLORIDA                                                 65-0675628
                           -------                                                 ----------
<S>                                                                   <C>
(State or Other Jurisdiction of Incorporation or Organization)        (I.R.S. Employer Identification No.)
</TABLE>

              1690 South Congress Ave., Delray Beach, Florida 33445
              -----------------------------------------------------
               (Address of Principal Executive Offices, Zip Code)

Registrant's Telephone Number, Including Area Code:   (561) 454-3500

         Indicate 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 [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:

                  Class                       Outstanding at August 10, 2000
---------------------------------------       ------------------------------

Common Stock, par value $.001 per share                  8,657,913

<PAGE>   2

         This Form 10-Q/A amends the information in Item 5 of the Form 10-Q
         filed by the Registrant with the Commission on August 21, 2000 as
         follows.

         ITEM 5 - OTHER INFORMATION

         Item 5 is hereby amended in its entirety to read as follows:

         Effective April 8, 2000, the Company sold certain of the assets of its
         Synadyne division to Teamstaff V, Inc., a Florida corporation
         ("Teamstaff V") and an affiliate of Teamstaff, Inc., a New Jersey
         corporation for $3.5 million cash, with up to an additional $1.25
         million to be paid to the Company by Teamstaff on April 30, 2001 based
         on the total number of employees, at each of the customer accounts sold
         to Teamstaff V, who are still employed by Teamstaff V on September 30,
         2000 and April 30, 2001. The assets included all of the customer
         accounts relating to the Company's PEO business, the trade name
         "Synadyne," certain desktop computers and marketing materials relating
         to the Company's PEO business.

         In connection with the sale of the Synadyne division, the Company is
         obligated to provide certain support services to TeamStaff V through
         July 31, 2000, including accounting and information systems services.
         The Company is currently providing such services and it is negotiating
         with TeamStaff V to extend the support services agreement. The Company
         has also contracted with TeamStaff V to provide PEO services to the
         Company and its employees for an initial term expiring on December 31,
         2001.

         During the first week of May 2000, the Company moved its corporate
         headquarters to 1690 South Congress Avenue, Suite 210, Delray Beach,
         Florida 33445.

         Separation Agreement and Release

         The Company entered into a Separation Agreement and Release with Paul
         Burrell, its former Chief Executive Officer on February 21, 2000, with
         Robert Lefcort, the former President of its Synadyne division on April
         6, 2000 and with Brian Nugent, former Vice President, Secretary and
         General Counsel of the Company on April 21, 2000.


                                       2
<PAGE>   3


         Pursuant to the terms of the agreement with Mr. Burrell, Mr. Burrell
         resigned as President, Chief Executive Officer and Chairman of the
         Board of Directors of the Company and as an officer, director and/or
         manager of any affiliates of the Company effective February 14, 2000.
         The Company agreed to pay Mr. Burrell total severance compensation of
         $750,000, payable in equal bi-weekly installments of $14,423.07. Mr.
         Burrell was granted the right to exercise any stock option previously
         granted to him through February 13, 2003; however, certain restrictions
         were placed on the amount of profit Mr. Burrell can realize on the sale
         of the underlying stock.

         Pursuant to the terms of the agreement with Mr. Lefcort, Mr. Lefcort
         resigned as President of the Company's Synadyne division effective
         April 6, 2000. The Company agreed to pay Mr. Lefcort total severance
         compensation of $395,286, payable in equal bi-weekly installments of
         $7,601.64 and a retention bonus in the amount of $80,000, which was
         paid on April 15, 2000. In connection with Mr. Lefcort's severance
         agreement, the Company agreed to provide an advance on severance to Mr.
         Lefcort in the amount of $200,000 on June 1, 2000. Mr. Lefcort was
         granted the right to exercise any stock option previously granted to
         him through April 5, 2003.

         Pursuant to the terms of the agreement with Mr. Nugent, Mr. Nugent
         resigned as Vice President, Secretary and General Counsel of the
         Company and any affiliates of the Company effective April 21, 2000. The
         Company agreed to pay Mr. Nugent total severance compensation of
         $229,500, payable in equal bi-weekly installments of $12,736.11. Mr.
         Nugent was granted the right to exercise any stock option previously
         granted to him through April 20, 2002; however, certain restrictions
         were placed on the amount of profit Mr. Nugent can realize on the sale
         of the underlying stock.

         Pro Forma Financial Information

         Effective August 15, 2000, the Company entered into a three-year
         agreement with a syndicate of lenders led by Ableco Finance, LLC, as
         agent, an affiliate of Cerberus Capital Management, L.P. (the
         "Lenders") which replaced the Company's previous credit facilities with
         a $33.4 million Revolving Credit Facility and two term loans of $17.6
         million and $9.0 million, respectively, plus a four-year, $5.3 million
         term loan, provided by the Company's former syndicate of lenders, led
         by Fleet National Bank, subordinated to the borrowing facilities
         provided by the Lenders (the "Refinancing"). Simultaneously with the
         new arrangements, the Company renegotiated the payment schedules of its
         acquisition debt so that the defaults under those loans were cured.

         The following unaudited pro forma consolidated statements of operations
         for the year ended December 31, 1999 and the quarter ended July 2, 2000
         include the Company's historical results of operations adjusted to
         reflect (a) the Refinancing as if it had been consummated at the
         beginning of the periods presented and (b) the elimination of the
         revenues, costs of revenues, SG&A expenses and other items in
         connection with (i) the sale of the Company's Synadyne division
         effective April 8, 2000, (ii) the sale of the Company's clerical
         division, Office Ours, effective August 30, 1999, (iii) the
         discontinuance by the Company of PEO services offered to Tandem
         franchises as of December 31, 1999, (iv) the sale or pending sale of
         the assets of offices and (v) the corporate headquarters in connection
         with the Company's restructuring efforts (the "Disposed Operations").
         The unaudited pro forma results are not necessarily indicative of
         operating results that would have occurred had the aforementioned
         transactions been consummated as of the beginning of the periods
         presented. In addition, certain reclassifications have been made to the
         presentation of the historical results of operations for the year ended
         December 31, 1999 to conform to current presentation. These
         reclassifications had no effect on the previously reported results of
         operations or retained earnings. The unaudited pro forma balance sheet
         is presented as if the Company's Refinancing had been consummated on
         the balance sheet date of July 2, 2000. All amounts presented are in
         thousands:


                                       3
<PAGE>   4



                 OUTSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
                 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                               AS OF JULY 2, 2000

<TABLE>
<CAPTION>
                                                                                                  PRO FORMA
                                                                              HISTORICAL        ADJUSTMENTS(1)        PRO FORMA
                                                                              ----------        --------------        ---------
         <S>                                                                  <C>               <C>                   <C>
         ASSETS

         Current Assets
          Cash and cash equivalents                                           $   1,043           $     69           $   1,112
          Accounts receivable, net                                               38,314                 --              38,314
          Assets held for disposition                                               426                 --                 426
          Income tax receivable and other current assets                         12,929              2,302              15,231
                                                                              ---------           --------           ---------

          Total current assets                                                   52,712              2,371              55,083

         Property and equipment, net                                              7,890                 --               7,890
         Goodwill and other intangible assets, net                               45,049                 --              45,049
         Other assets                                                             2,148                 --               2,148
                                                                              ---------           --------           ---------

          Total assets                                                        $ 107,799           $  2,371           $ 110,170
                                                                              =========           ========           =========

         LIABILITIES AND SHAREHOLDERS' EQUITY

         Current Liabilities
          Accounts payable                                                    $   6,898           $     --           $   6,898
          Accrued expenses
           Payroll and related costs                                             13,514                 --              13,514
           Other                                                                  5,935               (761)              5,174
          Accrued restructuring charges                                           1,693                 --               1,693
          Other current liabilities                                                 805                 --                 805
          Current maturities of long-term debt                                    8,192                 --               8,192
          CIT Revolving Loan                                                     19,364             (2,949)             16,415
          Fleet receivable facility (old)                                        31,262            (31,262)                 --
                                                                              ---------           --------           ---------

          Total current liabilities                                              87,663            (34,972)             52,691

         Non-Current Liabilities
          Deferred tax liability - Fleet facility                                    --              5,304               5,304
          Ableco term loans                                                          --             26,600              26,600
          Ableco term loan discount                                                  --             (9,000)             (9,000)
          Fleet term loan (new)                                                      --              5,343               5,343
          Other long-term debt, less current maturities                           2,006                 --               2,006
                                                                              ---------           --------           ---------

          Total liabilities                                                      89,669             (6,725)             82,944
                                                                              ---------           --------           ---------

         Shareholders' Equity
          Common stock, $.001 par value: 10,000,000 shares authorized                 9                 --                   9
           8,657,913 shares issued and outstanding                                   --
          Additional paid-in-capital                                             53,546                624              54,170
          Accumulated deficit                                                   (35,425)             8,472             (26,953)
                                                                              ---------           --------           ---------

          Total shareholders' equity                                             18,130              9,096              27,226
                                                                              ---------           --------           ---------

           Total liabilities and shareholders' equity                         $ 107,799           $  2,371           $ 110,170
                                                                              =========           ========           =========

         Total shareholders' equity                                           $  18,130           $  9,096           $  27,226
         Less:  Net goodwill as of July 2, 2000                                 (21,614)                --             (21,614)
                                                                              ---------           --------           ---------

         Net Tangible Assets (2)                                              $  (3,484)          $  9,096           $   5,612
                                                                              =========           ========           =========
</TABLE>


                                       4
<PAGE>   5



                 OUTSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
            UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                          DISPOSED
                                                                         OPERATIONS                     REFINANCING    PRO FORMA
                                                          HISTORICAL   ADJUSTMENTS (3)    PRO FORMA    ADJUSTMENTS(4)  AS ADJUSTED
                                                         -----------   ---------------   -----------   --------------  -----------
          <S>                                            <C>           <C>               <C>           <C>             <C>
          Net revenues                                   $   594,047     $  (306,718)    $   287,329       $     --     $  287,329
          Cost of revenues                                   513,266        (287,827)        225,439             --        225,439
                                                         -----------     -----------     -----------       --------     -----------

          Gross profit                                        80,781         (18,891)         61,890             --         61,890
          Selling, general and administrative expenses        85,589         (19,037)         66,552             --         66,552
          Restructuring and asset impairment charges          13,823              --          13,823             --         13,823
                                                         -----------     -----------     -----------       --------     ----------

          Operating (loss) income                            (18,631)            146         (18,485)            --        (18,485)
          Interest expense, net                                8,604          (1,568)          7,036          3,775         10,811
          Other (income) expense                                (479)             --            (479)            --           (479)
                                                         -----------     -----------     -----------       --------     ----------

          Loss before benefit for income taxes               (26,756)          1,714         (25,042)        (3,775)       (28,817)
          Provision (benefit) for income taxes                 4,123             643           4,766         (1,416)         3,350
                                                         -----------     -----------     -----------       --------     ----------

          Net loss from continuing operations            $   (30,879)    $     1,071     $   (29,808)      $ (2,359)    $  (32,167)
                                                         ===========     ===========     ===========       ========     ==========

          Loss per share:
             Basic and diluted
                Loss from continuing operations          $     (3.57)                    $     (3.44)                   $    (3.72)

          Weighted average common shares
              Basic                                        8,657,913                       8,657,913                     8,657,913
              Diluted                                      8,657,913                       8,657,913                     8,657,913
</TABLE>


                                       5
<PAGE>   6


                 OUTSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
            UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                    FOR THE THIRTEEN WEEKS ENDED JULY 2, 2000

<TABLE>
<CAPTION>
                                                                        DISPOSED
                                                                       OPERATIONS                   REFINANCING     PRO FORMA
                                                        HISTORICAL   ADJUSTMENTS (3)   PRO FORMA   ADJUSTMENTS(4)  AS ADJUSTED
                                                        ----------   ---------------  ----------   --------------  -----------
          <S>                                           <C>          <C>              <C>         <C>             <C>
          Net revenues                                  $   81,618       $(8,826)     $   72,792      $    --          $72,792
          Cost of revenues                                  65,432        (7,504)         57,928           --           57,928
                                                        ----------       -------      ----------      -------       ----------

          Gross profit                                      16,186        (1,322)         14,864           --           14,864
          Selling, general and administrative expenses      14,722        (1,201)         13,521           --           13,521
          Restructuring and asset impairment charges           878            --             878           --              878
                                                        ----------       -------      ----------      -------       ----------

          Operating (loss) income                              586          (121)            465           --              465
          Interest expense, net                              1,913          (120)          1,793          890            2,683
          Other (income) expense                              (724)           --            (724)          --             (724)
                                                        ----------       -------      ----------      -------       ----------

          Loss before benefit for income taxes                (603)           (1)           (604)        (890)          (1,494)
          Benefit for income taxes                          (7,689)           --          (7,689)        (334)          (8,023)
                                                        ----------       -------      ----------      -------       ----------

          Income from continuing operations             $    7,086       $    (1)     $    7,085      $  (556)      $    6,529
                                                        ==========       =======      ==========      =======       ==========


          Earnings per share:
              Basic
                 Income from continuing operations      $     0.82                    $     0.82                    $     0.75

              Diluted
                 Income from continuing operations      $     0.72                    $     0.72                    $     0.66

          Weighted average common shares
              Basic                                      8,657,913                     8,657,913                     8,657,913
              Diluted (5)                                9,857,385                     9,857,385                     9,857,385
</TABLE>

         NOTE 1

         The adjustments reflect issuance of two term loans by a syndicate of
         lenders led by Ableco Finance, LLC, as agent (the "Lenders") of $17.6
         million and $9.0 million, and a $33.4 million Revolving Credit
         Facility, of which $16.4 million would have been outstanding as of July
         2, 2000, and the discontinuance of the Revolving Credit and Receivable
         Facilities with a syndicate of lenders led by Fleet National Bank, as
         agent (the "Fleet Group"). The Fleet Group forgave $14.4 million of
         debt, of which $9.0 will be paid to Ableco, which is recorded as a
         discount on debt and will be amortized as interest expense in the
         Company's results of operations over a period of three years.

         In addition to the loans from the Lenders, a $5.3 million term loan,
         payable over four years, was issued to the Fleet Group (the
         "Subordinated Term Note"). In connection with the Subordinated Term
         Note, the Company issued 524,265 warrants to the Fleet Group,
         exercisable at $0.01 per share for a term of ten years, to purchase
         outstanding shares of the Company's common stock with a fair value of
         $0.6 million as of August 15, 2000. As a result of the above
         transactions, the Company recorded an extraordinary gain on
         extinguishment of debt, net of tax of $8.5 million ($13.8 million, less
         $5.3 million of income tax).

         As part of the Refinancing, the Company renegotiated its subordinated
         debt and paid accrued interest of $0.8 million at closing, which is
         included in Other Accrued Expenses.


                                       6
<PAGE>   7


         NOTE 2

         The Company's net tangible assets calculated in accordance with the
         Nasdaq National Market's listing requirements.

         NOTE 3

         Elimination of revenues, costs of revenues, SG&A expenses and other
         costs of the following disposed operations: (i) the Company's PEO
         division, Synadyne, which was sold effective April 8, 2000, (ii) the
         Company's clerical division, Office Ours, which was sold effective
         August 30, 1999, (iii) the discontinuance of PEO services offered to
         Tandem franchises after December 31, 1999, (iv) offices sold,
         franchised, closed, or held for sale as of July 2, 2000, and (v) the
         sale of the corporate headquarters building in connection with the
         Company's restructuring efforts.

         The following table summarizes the results of operations before income
         taxes of the Company's Disposed Operations that are reflected in the
         Company's pro forma results of operations.
         Amounts are in thousands:


FOR THE YEAR ENDED DECEMBER 31, 1999:

<TABLE>
<CAPTION>
                                                                                             RESTRUCTURING          DISPOSED
                                                    OFFICE OURS           SYNADYNE              & OTHER             OPERATIONS
                                                    -----------          ----------          -------------         ----------
         <S>                                        <C>                  <C>                 <C>                   <C>
         Revenues                                    $   5,244           $  224,500            $  76,974           $  306,718
         Cost of revenues                                3,854              217,577               66,396              287,827
                                                     ---------           ----------            ---------           ----------

         Gross margin                                    1,390                6,923               10,578               18,891
         Selling, general and administrative             1,481                5,191               12,365               19,037
         Interest expense, net                              57                  338                1,173                1,568
                                                     ---------           ----------            ---------           ----------

         (Loss) income before taxes                  $    (148)          $    1,394            $  (2,960)          $   (1,714)
                                                     =========           ==========            =========           ==========
</TABLE>

FOR THE QUARTER ENDED JULY 2, 2000:

<TABLE>
<CAPTION>
                                                                                             RESTRUCTURING          DISPOSED
                                                    OFFICE OURS           SYNADYNE              & OTHER             OPERATIONS
                                                    -----------          ----------          -------------         ----------
         <S>                                        <C>                  <C>                 <C>                   <C>
          Revenues                                   $      --           $       71            $   8,755           $    8,826
          Cost of revenues                                  --                   83                7,421                7,504
                                                     ---------           ----------            ---------           ----------

          Gross margin                                      --                  (12)               1,334                1,322
          Selling, general and administrative               --                  172                1,029                1,201
          Interest expense, net                             --                   14                  106                  120
                                                     ---------           ----------            ---------           ----------

          (Loss) income before taxes                 $      --           $     (198)           $     199           $        1
                                                     =========           ==========            =========           ==========
</TABLE>


         NOTE 4

         Adjustments to reflect interest expense relating to (a) the
         Refinancing, and (b) debt extinguished as a result of the disposed
         operations, and (c) the sale of the Company's former corporate
         headquarters building during the fourth quarter of 1999.

         Interest expense was adjusted as follows, amounts are in thousands:


                                       7
<PAGE>   8


<TABLE>
<CAPTION>
                                                                                YEAR ENDED       QUARTER ENDED
                                                                            DECEMBER 31, 1999    JULY 2, 2000
                                                                            -----------------    ------------
         <S>                                                                <C>                  <C>
         Add:
                       Fleet Term Loan (at an effective rate of 11.5%)          $   613             $   169
                       Ableco Revolving Facility and Term Loans
                           (at an effective rate of 12.2%)                        5,301               1,329
                       Amortization of debt discount                              3,000                 750
                       Amortization of loan fees                                    767                 192
                                                                                -------             -------
                       Subtotal                                                   9,681               2,440
                                                                                -------             -------
         Less:
                       Fleet Revolver and Securitization Facilities              (5,192)             (1,646)
                       Amortization of loan fees                                 (1,887)                (24)
                       OSI corporate headquarters mortgage                         (286)                 --
                       Acquisition notes forgiven in connection with
                         the sale of certain restructured offices                  (109)                 --
                                                                                -------             -------
                       Subtotal                                                  (7,474)             (1,670)
                                                                                -------             -------

         Net change interest expense                                              2,207                 770
         Addback:  interest charged to disposed operations                        1,568                 120
                                                                                -------             -------
         Net interest expense change due to the refinancing                     $ 3,775             $   890
                                                                                =======             =======
</TABLE>

         NOTE 5

         Includes 8,657,913 outstanding common shares of the Company as of
         August 15, 2000, and the options and warrants to purchase common shares
         of the Company that would remain outstanding, and therefore be dilutive
         to the Company's earnings per share, after assumed repurchase using
         proceeds from the exercise of those options and warrants.


                                       8
<PAGE>   9
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS:

Number   Description
------   -----------

 3.1      Amended and Restated Articles of Incorporation of the Company (1)

 3.2      Amended and Restated Bylaws of the Company (2)

*10.68    Ninth 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 May 19, 2000.

*10.69    Sixth 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 May 19, 2000.

*10.70    Tenth 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 May 31, 2000.

*10.71    Seventh 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 May 31, 2000.

*10.72    Eleventh 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 June 26, 2000.

*10.73    Eighth 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 June 26, 2000.

*10.74    Twelfth 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 July 14, 2000.

*10.75    Ninth 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 July 14, 2000.

*10.76    Thirteenth 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 July 31, 2000.

*10.77    Tenth 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 July 31, 2000.

*10.78    Fourteenth 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 August 2, 2000.

*10.92(a) Financing Agreement, dated as of August 15, 2000, among Outsource
          International, Inc., Outsource International of America, Inc.,
          Outsource Franchising, Inc., Guardian Employer East, LLC and Guardian
          Employer West, LLC, as Borrowers, the other subsidiaries of Outsource
          International, Inc., as Guarantors, Ableco Finance, LLC, as agent for
          certain Lenders, and The CIT Group/Business Credit, Inc.

*10.92(b) Term A Note, dated August 15, 2000, in the amount of $8,800,000, made
          by Outsource International, Inc., Outsource International of America,
          Inc., Outsource Franchising, Inc., Guardian Employer East, LLC and
          Guardian Employer West, LLC, as Borrowers, to the order of Ableco
          Finance, LLC.

*10.92(c) Term A Note, dated August 15, 2000, in the amount of $8,800,000, made
          by Outsource International, Inc., Outsource International of America,
          Inc., Outsource Franchising, Inc., Guardian Employer East, LLC and
          Guardian Employer West, LLC, as Borrowers, to the order of A2 Funding
          LP.

*10.92(d) Term B Note, dated August 15, 2000, in the amount of $9,000,000, made
          by Outsource International, Inc., Outsource International of America,
          Inc., Outsource Franchising, Inc., Guardian Employer East, LLC and
          Guardian Employer West, LLC, as Borrowers, to the order of Ableco
          Holding LLC.

*10.92(e) Revolving Credit Note, dated August 15, 2000, in the amount of
          $33,400,000, made by Outsource International, Inc., Outsource
          International of America, Inc., Outsource Franchising, Inc., Guardian
          Employer East, LLC and Guardian Employer West, LLC, as Borrowers, to
          the order of The CIT Group/Business Credit, Inc.

*10.92(f) Warrant, dated August 15, 2000, issued to Ableco Holding LLC.

*10.92(g) Registration Rights Agreement, dated as of August 15, 2000, between
          Outsource International, Inc. and Ableco Holding LLC.

*10.93(a) Restructuring Agreement, dated as of August 15, 2000, among Outsource
          International, Inc., Fleet National Bank, as agent, and each of the
          banks party thereto.

*10.93(b) Notes, each dated August 15, 2000, totaling $5,343,262, made by
          Outsource International, Inc., as Borrower, to the order of Fleet
          National Bank ($2,200,168.28); LaSalle Bank National Association
          ($1,257,237.49); Comerica Bank ($1,257,237.49), and SunTrust Bank
          ($628,618.74).

*10.93(c) Warrant Purchase Agreement, dated as of August 15, 2000, among
          Outsource International, Inc., Fleet National Bank, Comerica Bank,
          LaSalle Bank National Association and SunTrust Bank.

*10.93(d) Form of Warrant, dated August 15, 2000, issued to Fleet National Bank
          (215,874 shares), Comerica Bank (123,356), LaSalle Bank National
          Association (123,356) and SunTrust Bank (61,679).

*27       Financial Data Schedule

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 *   Previously filed with Form 10-Q on August 21, 2000.

(1)  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.

(2)  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.

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(b)  REPORTS ON FORM 8-K:

No reports were filed on Form 8-K during the fiscal quarter ended July 2, 2000.



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                                   SIGNATURES

         Pursuant to the requirements 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.

                                   OUTSOURCE INTERNATIONAL, INC.

         Date: September 1, 2000   By:  /s/ Garry E. Meier
                                      -----------------------------------------

                                      Garry E. Meier
                                      Chairman of the Board of Directors,
                                      President and Chief Executive Officer

         Date: September 1, 2000   By:  /s/ Scott R. Francis
                                      -----------------------------------------

                                      Scott R. Francis
                                      Vice President and Chief Financial Officer
                                      (Principal Financial Officer)


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