AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 8, 1996

REGISTRATION NO. 333-4276
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 3

FORM S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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

32122 CAMINO CAPISTRANO
SAN JUAN CAPISTRANO, CALIFORNIA 92675
(714) 661-1211
(Address, including zip code, and telephone number, including area code, of
Registrant's Principal Executive Offices)

CALIFORNIA 7363 95-2890471
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Code Identification No.)
Number)

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ROBERT E. MCDONOUGH, SR.
CHAIRMAN OF THE BOARD
REMEDYTEMP, INC.
32122 CAMINO CAPISTRANO
SAN JUAN CAPISTRANO, CALIFORNIA 92675
(714) 661-1211

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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COPIES TO:

WALTER L. SCHINDLER, ESQ.
BRIAN W. COPPLE, ESQ.
GIBSON, DUNN & CRUTCHER LLP
4 PARK PLAZA, SUITE 1700
IRVINE, CALIFORNIA 92714
(714) 451-3800

SCOTT F. SMITH, ESQ.
STEPHEN A. INFANTE, ESQ.
HOWARD, DARBY & LEVIN
1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 841-1000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(e)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration for the same
offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.

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EXPLANATORY NOTE

This Amendment No. 3 to Registration Statement is filed solely for the
purpose of filing certain required exhibits not previously filed.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) EXHIBITS.

Set forth below is a list of the exhibits included as part of this
Registration Statement:

EXHIBIT
NUMBER DESCRIPTION
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1.1 Form of Underwriting Agreement
3.1 Amended and Restated Articles of Incorporation of the Company
3.2 Amended and Restated Bylaws of the Company
4.1 Specimen Stock Certificate
4.2 Shareholder Rights Agreement
5.1 Opinion of Gibson, Dunn & Crutcher LLP
10.1 Robert E. McDonough, Sr. Amended and Restated Employment Agreement
10.2 Paul W. Mikos Employment Agreement
10.3 R. Emmett McDonough Employment Agreement(1)
10.4 Allocation Agreement with R. Emmett McDonough and Related Trusts(1)
10.5 Registration Rights Agreement with R. Emmett McDonough and Related Trusts(1)
10.6 Letter regarding terms of employment and potential severance of Alan M. Purdy(1)
10.7 Deferred Compensation Agreement for Alan M. Purdy(1)
10.8 Letter regarding potential severance of Jeffrey A. Elias(1)
10.9 Form of Indemnification Agreement(1)
10.10 Lease Agreement between RemedyTemp, Inc. and Robert E. McDonough, Sr.(1)
10.11 RemedyTemp, Inc. 1996 Stock Incentive Plan
10.12 RemedyTemp, Inc. 1996 Employee Stock Purchase Plan
10.13 Form of Franchising Agreement for Licensed Offices(1)
10.14 Form of Franchising Agreement for Franchised Offices(2)
10.15 Form of Licensing Agreement for IntellisearchSM(1)
10.16 Credit Agreement among Bank of America National Trust and Savings Association,
Union Bank and RemedyTemp, Inc., as amended(1)
10.17 Paul W. Mikos Promissory Note(1)
10.18 Registration Rights Agreement with Robert E. McDonough, Sr.
11.1 Statement Regarding Computation of Per Share Earnings(3)
23.1 Consent of Price Waterhouse LLP(3)
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5)
24.1 Powers of Attorney(1)
27.1 Financial Data Schedule(2)
99.1 Consent of James L. Doti, Ph.D.(2)

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* To be filed by amendment.

(1) Previously filed with this Registration Statement on May 1, 1996.

(2) Previously filed with Amendment No. 1 to this Registration Statement on June
7, 1996.

(3) Previously filed with Amendment No. 2 to this Registration Statement on June

17, 1996.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Juan Capistrano, State of California, on July 5, 1996.

REMEDYTEMP, INC.
(Registrant)

By: /s/ Paul W. Mikos
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Paul W. Mikos
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

NAME TITLE DATE
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/s/ Robert E. McDonough, Sr. Director, Chairman of the Board July 5, 1996
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Robert E. McDonough, Sr.

/s/ Paul W. Mikos Director, President and Chief July 5, 1996
- ------------------------------------- Executive Officer (Principal
Paul W. Mikos Executive Officer)

/s/ Alan M. Purdy Chief Financial Officer (Principal July 5, 1996
- ------------------------------------- Financial Officer and Principal
Alan M. Purdy Accounting Officer)

* Director July 5, 1996
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Susan McDonough Mikos

* Director July 5, 1996
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John P. Unroe

* Director July 5, 1996
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John Zaepfel

*By: /s/ Alan M. Purdy
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Alan M. Purdy
Attorney-in-Fact

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EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
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* To be filed by amendment.

(1) Previously filed with this Registration Statement on May 1, 1996.

(2) Previously filed with Amendment No. 1 to this Registration Statement on June
7, 1996.

(3) Previously filed with Amendment No. 2 to this Registration Statement on June
17, 1996.