As filed with the Securities and Exchange Commission on August 8, 2001
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 20-F/A

|_|      REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OF THE SECURITIES
         EXCHANGE ACT OF 1934
                                       OR
|X|      AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31,
         2001
                                       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 0-28662

                             PROFESSIONAL STAFF PLC
             (Exact name of Registrant as specified in its charter)

                                 Not applicable

                 (Translation of Registrant's name into English)

                                England and Wales
                 (Jurisdiction of incorporation or organization)

                                 Buckland House
                                 Waterside Drive
                              Langley Business Park
                                 Slough SL3 6EZ
                                     England

                    (Address of principal executive offices)

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

 Securities registered or to be registered pursuant to Section 12(b) of the Act:
                                      None

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

        American Depositary Shares, each representing one Ordinary Share
                          having a nominal value of 2p

        Securities for which there is a reporting obligation pursuant to
                         Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:

          8,678,131 Ordinary Shares, each having a nominal value of 2p
                             -----------------------

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 which financial statement item the registrant has elected
to follow:

                  Item 17 |_|    Item 18 |X|

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<PAGE>


The registrant hereby amends Item 6.E. Share Ownership commencing on page 24 and
Item 7.A. Major Shareholders commencing on page 26 of its Annual Report on Form
20-F for its fiscal year ended March 31, 2001 as follows:

6.E.     Share Ownership

The number of shares owned by the directors as of June 30, 2001 were as follows:

                           Ordinary 2p Shares       % of Class

B P Blackden                      801,500              9.2%
B R Culver                      1,029,800             11.9%
A R Dixey                          49,000              0.6%
J C Maynard                         2,000              0.0%
K A Worrall                        10,500              0.1%

Options over the Company's Ordinary 2p Shares have been granted to directors as
follows:
<TABLE>
<CAPTION>
                              At 1                                At 31                        Date from
                             April                                March         Exercise           which      Date of
                              2000      Granted   Exercised        2001            Price     exercisable       expiry
<S>                         <C>        <C>                <C>   <C>         <C>               <C>           <C>
J C Benjamin                20,000            -           -      20,000        US$16.875        May 2001     May 2005
                            10,000            -           -      10,000         US$6.625        May 2002     May 2006

B P Blackden                25,000            -           -      25,000         US$9.375        May 2000     May 2004
                            25,000            -           -      25,000        US$16.875        May 2001     May 2005
                            25,000            -           -      25,000         US$6.625        May 2002     May 2006

B R Culver                       -            -           -           -                -               -            -

A R Dixey                        -        9,000           -       9,000          US$5.03       Nov. 2003    Nov. 2010
                                 -      241,000           -     241,000         US$4.875       Oct. 2003    Oct. 2007

J C Maynard                 30,000            -           -      30,000      (pound)1.40       Feb. 1999    Feb. 2003

K A Worrall                 75,000            -           -      75,000      (pound)1.25       Oct. 1998    Oct. 2005
                            10,000            -           -      10,000         US$9.375        May 2000     May 2004
                            20,000            -           -      20,000        US$16.875        May 2001     May 2005
                            50,000            -           -      50,000          US$7.25       Oct. 2001    Oct. 2005
                                 -      100,000           -     100,000         US$4.875       Oct. 2003    Oct. 2007
</TABLE>

Option Plans

         The Company has two employee share option plans, the Professional Staff
Employee Share Plan (the "1992 Approved Option Plan") and the 1996 Professional
Staff Company Share Option Plan (the "1996 Option Plan").

1992 Approved Option Plan

         All of the options under the 1992 Approved Option Plan were granted
between March 6, 1992 and April 26, 1996. The 1992 Approved Option Plan is
approved by the U.K. Inland Revenue.

         Options granted under the 1992 Approved Option Plan entitle
participants to subscribe for Ordinary Shares at an exercise price which is not
less than the market value of an Ordinary Share at the date of grant as
determined by the Board and agreed with the U.K. Inland Revenue. Options are
non-transferable, except in the case of death of a participant, in which case
the personal representatives are entitled to exercise such option within 12
months of the participant's death. Options granted under the 1992 Approved
Option Plan are normally exercisable between three and ten years after the date
of grant. Options generally expire on the termination of employment of the
participant other than by reason of injury, disability, pregnancy, retirement or
the sale of the business or subsidiary for which the participant works. In those
circumstances the participant may exercise all options generally within a 6
month

                                       2
<PAGE>


period after the third anniversary of the date of grant. If the participant's
employment terminates by reason of redundancy or resignation, options may be
exercised in accordance with a vesting schedule as follows. Options lapse if the
redundancy or resignation takes place within 12 months of the date of grant.
Thereafter, 25% of the Ordinary Shares under option may be exercised if the
redundancy or resignation occurs more than 12 but less than 13 months from the
date of grant with an additional 3.125% becoming exercisable for each complete
month of employment over 13 but less than 36 months from the date of grant.
Exercise is allowed in the event of an amalgamation, re-construction or takeover
of the Company; alternatively, options may, with the agreement of the acquiring
company, be exchanged for options over shares in the acquiring company or a
company associated with the acquiring company. In the event of any increase or
variation in the issued ordinary share capital of the Company by way of
re-capitalization or otherwise, the number of Ordinary Shares subject to any
option and the price payable upon the exercise of any option may be adjusted by
the Board provided that the adjustment is fair and reasonable and subject to the
prior approval of the U.K. Inland Revenue.

1996 Option Plan

         The 1996 Option Plan comprises two parts, Part A, which has been
approved by the U.K. Inland Revenue and Part B, which, not being eligible, will
not be so approved.

         Other than as set out below, the terms of Part A of the 1996 Option
Plan are in all material respects identical to those of the 1992 Approved Option
Plan. The market value of an Ordinary Share at the date of grant will generally
be the NASDAQ market value (as agreed with the U.K. Inland Revenue). Each
individual's participation will be limited so that the aggregate market value
(as at their relevant dates of grant) of Ordinary Shares under Part A of the
1996 Option Plan and under any other approved discretionary share plan
established by the Company (including the 1992 Approved Option Plan), in any ten
year period will not exceed (pound)30,000.

         The exercise of options granted under Part A of the Option Plan may be
made subject to the attainment of objective performance targets set by the
Compensation Committee of the Board of Directors at the date of grant linked to
the underlying performance of the Company.

         As to the exercise of options, the vesting schedule referred to above
in respect of the 1992 Approved Option Plan will apply to termination of
employment of the participant by reason of death, injury, disability, pregnancy,
redundancy, retirement, the sale of the business or subsidiary for which the
employee works or (at the discretion of the Compensation Committee) if the
employee ceases to be employed in any other circumstances. Options will lapse if
a participant ceases employment otherwise than in the circumstances referred to
above.

         Other than as set out below, the terms of Part B of the 1996 Option
Plan are in all material respects identical to those of Part A of the 1996
Option Plan. If options are not exercised within seven years of their grant,
they will generally lapse. Each individual's participation will be limited so
that the aggregate market value (as at their relevant dates of grant) of Shares
under option under Part B of the 1996 Option Plan and under any other
discretionary share plan established by the Company, excluding options granted
under the 1992 Approved Option Plan and non-approved option arrangements, in any
10 year period will not exceed four times the annual remuneration of such
individual or (pound)100,000, if greater (excluding options which have been
exercised).

Grants of Non-Approved Options

         In addition to the options granted under the 1992 Approved Option Plan
and options granted under the 1996 Option Plan, the Company granted certain
employees and directors non-approved options to purchase Ordinary Shares in the
Company by deed.

7.A.     Major Shareholders

         The following table sets forth information regarding the beneficial
ownership of shares as of June 30, 2001 by each person known by the Company to
own beneficially more than 10% of the outstanding shares and by all directors as
a group.
<TABLE>
<CAPTION>
Title of Class           Identity of Person or Group             Amount Owned         Percent of Class
--------------           ---------------------------             ------------         ----------------
<S>                      <C>                                       <C>                      <C>
Ordinary Shares          Bruce R. Culver                           1,029,800                11.9%
Ordinary Shares          Benjamin P. Blackden                        801,500                 9.2%
Ordinary Shares          Michael A. Ashcroft                       1,615,400                18.6%
Ordinary Shares          Board of Directors as a group             1,892,800                21.7%
</TABLE>

                                       3
<PAGE>


         The only significant change in percentage ownership known to the
Company during the past three years is the ownership of Michael A. Ashcroft.

         Major shareholders do not have any different voting rights.

         As far as known to the Company, the Company is not directly or
indirectly owned or controlled by another corporation or by any government nor
are there any arrangements which may result in a change of control of the
Company.

                                       4
<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of Section 12 of the Securities and
Exchange Act 1934, the registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and has duly caused and authorized the
undersigned to sign this Amendment No. 1 to its Annual Report on its behalf.




                                           PROFESSIONAL STAFF PLC




                                           By:/s/ Kevin Worrall
                                              ----------------------------------
                                              Kevin Worrall
                                              Group Finance Director




Date:  August 8, 2001