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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

               Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934



Date of Report (Date of earliest event reported): . . . . . . .  April 25, 1997



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



           Delaware                     0-20971                  71-0788538
(State or other jurisdiction    (Commission File Number)      (I.R.S. Employer
      of incorporation)                                      Identification No.)



        302 East Millsap Road
        Fayetteville, Arkansas                                72703
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code: . . . . . .  (501) 973-6000
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Item 2.  Acquisition or Disposition of Assets

         On April 25, 1997, StaffMark, Inc. (the "Company") completed the
purchase of substantially all of the assets of Lindenberg & Associates, Inc., a
Missouri corporation ("Lindenberg") through the Company's wholly-owned
subsidiary, StaffMark Acquisition Corporation Five, a Delaware corporation.
Lindenberg provides information technology staffing services and is
headquartered in St. Louis, Missouri.

         The assets purchased primarily consist of cash, accounts receivable,
general corporate assets, trade marks, trade names, customer contracts and
related information, and employee agreements. In addition, the Company assumed
certain liabilities of Lindenberg related to the assets. The total
consideration paid for the assets was $15.25 million, plus a contingent earnout
based upon future performance of Lindenberg. The purchase price was determined 
as a result of direct negotiations with Lindenberg.


Item 7.  Financial Statements and Exhibits

         (a)   Exhibits. The following exhibits are filed with this Form 8-K:

                 2.1      Asset Purchase Agreement, dated April 24, 1997, among
                          StaffMark, Inc., StaffMark Acquisition Corporation
                          Five, and Lindenberg & Associates, Inc., Earl
                          Lindenberg, and Mark Tiemann/1/

                 99.1     Press Release dated April 28, 1997.

         /1/     The Company will furnish supplementally a copy of any omitted
                 schedule to the Securities and Exchange Commission upon
                 request.


                                   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 hereunto duly authorized.


                                          STAFFMARK, INC.
                                          (Registrant)

Date: May 9, 1997                         By: /s/ Terry C. Bellora
                                             -------------------------------
                                                  Terry C. Bellora 
                                                  Chief Financial Officer
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                                 EXHIBIT INDEX


         2.1     Asset Purchase Agreement, dated April 24, 1997, among
                 StaffMark, Inc., StaffMark Acquisition Corporation Five, and
                 Lindenberg & Associates, Inc., Earl Lindenberg, and Mark
                 Tiemann/1/

         99.1    Press Release dated April 28, 1997.

         /1/     The Company will furnish supplementally a copy of any omitted
                 schedule to the Securities and Exchange Commission upon
                 request.





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