AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 1997.

REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------

NORRELL CORPORATION
(Exact name of registrant as specified in its charter)
---------------------

GEORGIA 58-0953079
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

3535 PIEDMONT ROAD, N.E.
ATLANTA, GEORGIA 30305
(404) 240-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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

MARK H. HAIN, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
NORRELL CORPORATION
3535 PIEDMONT ROAD N.E.
ATLANTA, GEORGIA 30305
(404) 240-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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

COPIES TO:

JAMES L. SMITH, III, ESQ. GABRIEL DUMITRESCU, ESQ.
DANIEL T. FALSTAD, ESQ. MARK A. LOEFFLER, ESQ.
TROUTMAN SANDERS LLP POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
NATIONSBANK PLAZA, SUITE 5200 SIXTEENTH FLOOR
600 PEACHTREE STREET, N.E. 191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30308 ATLANTA, GEORGIA 30303
(404) 885-3000 (404) 572-6600

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please 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(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------

CALCULATION OF REGISTRATION FEE

======================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE AGGREGATE PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------

Common Stock, no par value............ 3,277,500 shares $34.19 $112,057,725 $33,957
======================================================================================================================

(1) Includes 427,500 shares that the Underwriters have the option to purchase
solely to cover over-allotments, if any.

(2) Estimated solely for the purpose of determining the registration fee and
calculated in accordance with Rule 457(c) under the Securities Act on the
basis of the average of the high and low sales prices of the Company's
Common Stock on June 16, 1997, as reported by the New York Stock Exchange.
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 THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JUNE 20, 1997

2,850,000 SHARES

NORRELL(R) CORPORATION

COMMON STOCK

Of the 2,850,000 shares of common stock, no par value (the "Common Stock"),
offered hereby, 2,500,000 shares are being offered by Norrell Corporation (the
"Company" or "Norrell") and 350,000 shares are being offered by the Selling
Shareholders. See "Principal and Selling Shareholders." The Company will not
receive any of the proceeds from the sale of shares by the Selling Shareholders.

The Common Stock is listed on the New York Stock Exchange under the symbol
"NRL." On June 17, 1997, the last reported sales price of the Common Stock on
the New York Stock Exchange was $34 1/2 per share. See "Price Range of Common
Stock and Dividend Policy."

FOR A DISCUSSION OF CERTAIN RISKS OF AN INVESTMENT IN THE SHARES OF COMMON
STOCK OFFERED HEREBY, SEE "RISK FACTORS" ON PAGES 7-9.
---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS* COMPANY+ SHAREHOLDERS

Per Share................................... $ $ $ $
Total++..................................... $ $ $ $

- ---------------
* The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). See "Underwriting."

+ Before deducting expenses of the offering payable by the Company estimated to
be $300,000.

++ The Company has granted to the Underwriters a 30-day option to purchase up to
427,500 additional shares of Common Stock on the same terms per share solely
to cover over-allotments, if any. If such option is exercised in full, the
total price to the public will be $ , the total underwriting
discounts and commissions will be $ and the total proceeds to the
Company will be $ . See "Underwriting."
-----------------------
The Common Stock is being offered by the Underwriters as set forth under
"Underwriting" herein. It is expected that the delivery of the certificates
therefor will be made at the offices of Dillon, Read & Co. Inc., New York, New
York on or about , 1997. The Underwriters include:

DILLON, READ & CO. INC.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

THE ROBINSON-HUMPHREY
COMPANY, INC.

The date of this Prospectus is , 1997
3

[SEE APPENDIX P. A-1 FOR GRAPHICAL MATERIAL OMITTED.]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK. SUCH
TRANSACTIONS MAY INCLUDE THE PURCHASE OF SHARES OF COMMON STOCK FOLLOWING THE
PRICING OF THE OFFERING TO COVER A SYNDICATE SHORT POSITION IN THE COMMON STOCK
OR FOR THE PURPOSE OF MAINTAINING THE PRICE OF THE COMMON STOCK, AND THE
IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."
4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in or incorporated by
reference into this Prospectus. Unless otherwise indicated, (i) all information
in this Prospectus assumes no exercise of the Underwriters' over-allotment
option, (ii) all share and per share data in this Prospectus have been adjusted
to reflect a two for one stock split effected on June 24, 1996, and (iii)
references to "Norrell" or the "Company" are to the operations of Norrell
Corporation and its subsidiaries and joint ventures. The references to fiscal
years by date refer to the Company's fiscal year ending in that particular
calendar year; for example, "fiscal 1996" refers to the Company's fiscal year
ended October 27, 1996.

THE COMPANY

The Company is a leading provider of staffing, outsourcing and professional
services. The Company is organized into three business groups: Staffing
Services, which provides temporary administrative, teleservices and light
industrial staffing; Outsourcing Services, which provides administrative
services and teleservices in which the Company assumes responsibility for the
results of a client process; and Professional Services, which provides
accounting staffing, information technology staffing, project management
services and systems integration consulting services. The Company's customers
are businesses, professional and service organizations, and government agencies
in the United States and Canada. Based upon revenues, the Company believes it is
one of the largest companies in the staffing industry in North America.

The Company provides a broad range of services through its national network
of 441 locations, including 145 Company-owned locations, 125 outsourcing
services locations, 134 franchised locations, and 37 professional services
offices as of April 27, 1997. In fiscal 1996, the Company supplied to
approximately 19,000 clients (including subsidiaries and affiliated companies)
in the United States and Canada over 225,000 staffing, outsourcing and
professional personnel ("employees"). The Company's employees possess a wide
variety of office, light industrial, information technology and other skills,
including secretarial, clerical, word processing, data entry, graphics,
telemarketing, assembly, picking, packing and sorting, shipping and receiving,
customer service, records management, administrative, human resources
(recruiting, interviewing, assessment and training), computer programming,
computer consulting, systems analysis, systems integration, accounting and
additional financial services.

Since its incorporation in Georgia in 1965, the Company's quality service
and customer focus have enabled it to compile a history of core business growth
and expansion. From its beginnings as a provider of short-term replacement or
fill-in personnel, often referred to as traditional temporary services, the
Company has expanded into long-term staffing, managed staffing, "Master Vendor
Partnering" and outsourcing. In addition, the Company has expanded
geographically from a base of locally owned and operated offices in Atlanta,
Georgia, to a national network of 441 locations. In the last several years, the
Company has supplemented this internal growth with six acquisitions and three
joint ventures which not only added to the Company's geographic markets, but
also increased revenues and expertise in desirable service offerings such as
information technology, financial services and teleservices. Since fiscal 1993,
net revenues and operating income have grown 20.7% and 62.6%, respectively, on a
compound annual basis, from $576.7 million and $10.2 million, respectively, to
$1,013.9 million and $43.8 million, respectively, in fiscal 1996.

BUSINESS STRATEGY

The Company's objective is to continue to be a leading national provider of
staffing, outsourcing, and professional services. The key components of the
Company's strategy are as follows:

tional effectiveness and flexibility. The Company partners with these
clients to diagnose workforce problems and design an integrated service
solution, ranging from short-term staff augmentation to comprehensive
workforce structures that include dedicated management teams. The Company
also believes that clients increasingly are seeking to reduce the number of
vendors for services and that those companies, like Norrell, that can offer
a broad array of services under one organization will benefit from this
trend.

Maintain High Quality Service Focus. The Company is dedicated to
providing high quality services and believes it is an industry leader in
its quality focus and related performance measurement systems. To maintain
a consistently high quality standard for all of its employees, the Company
uses a number of automated systems to screen and evaluate potential
employees, to make appropriate assignments, to evaluate and review
employees' performance, and to obtain and act upon client feedback. These
extensive, integrated and automated quality measurement and control systems
distinguish the Company from its competitors and help to attract and retain
customers seeking consistent results and a nationwide approach to their
staffing needs. To ensure that it is able to continue to grow while
maintaining its high quality and customer service standards, the Company
has invested over $38.1 million since the beginning of fiscal 1995 through
April 27, 1997, and will continue to invest in technology and information
related software and hardware. These investments have included integrating
the Company's personnel and client databases nationwide, automating many
tasks at the branch level, and enhancing back-office efficiency. The
Company believes these initiatives have enabled it to respond to its
customers' needs, increase productivity and support the Company's growth.

Develop and Expand Service Offerings. The Company plans to grow its
existing base of business by continuing to develop service offerings that
complement its core business. Services added in the last three years
through joint ventures, acquisitions and internal growth include
information technology staffing and consulting (including systems
integration), financial staffing, and outsourced call center management. By
cross-selling these new services to existing accounts, the Company believes
that it will increase the volume of business within its current base of
over 19,000 clients. The Company also anticipates that it will continue to
attract new clients based upon its comprehensive solutions approach. In
addition to expanding its existing service offerings, the Company
continually evaluates new service offerings which will enable it to better
meet its clients' needs.

Pursue Strategic Acquisitions. The Company will continue to pursue
strategic acquisition opportunities that allow the Company to develop new
services, support additional management expertise or enter key geographic
markets. Since July 1995, the Company has acquired three information
technology services, one accounting services and two staffing services
businesses. The Company believes that the professional services
acquisitions represent business opportunities with growth and profitability
potential in excess of the Company's core staffing business. In addition,
the Company believes that each of these acquired businesses will be
integrated quickly into the Company, will expand the Company's range of
services offered, and will offer future growth prospects.

The Company's principal executive offices are located at 3535 Piedmont
Road, NE, Atlanta, Georgia 30305, and its telephone number is (404) 240-3000.
4
6

THE OFFERING

Common Stock offered by the Company.................. 2,500,000 shares
Common Stock offered by Selling Shareholders......... 350,000 shares
-------------------
Total Common Stock offered................. 2,850,000 shares
===================
Common Stock to be outstanding after the offering.... 26,553,485(1)
Use of proceeds by the Company....................... To repay certain indebtedness. See "Use of
Proceeds."
New York Stock Exchange symbol....................... NRL

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

(1) Does not include 3,759,142 shares of Common Stock issuable upon the
exercise of stock options and stock purchase rights outstanding as of May 25,
1997.

RISK FACTORS

Prospective purchasers of the Common Stock offered hereby should carefully
consider all information set forth in this Prospectus, including the information
set forth in "Risk Factors" on pages 7-9, prior to making an investment
decision.
5
7

SUMMARY FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

FISCAL YEAR (1) SIX MONTHS ENDED
------------------------------------------------------------------- -------------------------
APRIL 28, APRIL 27,
1992 1993 1994 1995 1996 1996 1997
----------- ----------- ----------- ----------- ----------- ----------- -----------

STATEMENT OF INCOME DATA:
Revenues................. $ 412,071 $ 576,748 $ 701,921 $ 842,360 $ 1,013,877 $ 479,585 $ 599,177
Gross profit............. 107,644 140,461 158,591 185,843 218,864 102,757 130,800
Income from operations... 12,215 10,177 24,995 31,837 43,754 19,310 29,639
Income from continuing
operations before
income taxes........... 6,759 5,982 27,631 29,844 41,069 18,476 25,293
Net income from
continuing
operations............. 3,107 3,283 15,804 17,326 25,257 11,363 15,680
Earnings per common share
from continuing
operations............. $ 0.13 $ 0.13 $ 0.69 $ 0.71 $ 1.00 $ 0.46 $ 0.61
Weighted average number
of shares
outstanding............ 23,895,000 24,872,000 22,782,000 24,357,000 25,344,000 24,852,000 25,837,000
PRO FORMA STATEMENT OF
INCOME DATA(2):
Income from operations... $ 11,347 $ 18,801 $ 24,344 $ 31,837 $ 43,754 $ 19,310 $ 29,639
Income from continuing
operations before
income taxes........... 5,982 14,697 22,064 29,844 41,069 18,476 25,293
Net income from
continuing
operations............. 2,749 8,048 12,618 17,326 25,257 11,363 15,680
Earnings per common share
from continuing
operations............. $ 0.11 $ 0.32 $ 0.51 $ 0.71 $ 1.00 $ 0.46 $ 0.61
Weighted average number
of shares
outstanding............ 24,810,000 24,810,000 24,894,000 24,357,000 25,344,000 24,852,000 25,837,000
SERVICE LOCATIONS:
Company-owned staffing... 115 115 115 121 133 135 145
Franchised staffing(3)... 112 103 107 119 133 124 134
Outsourcing(4)........... 43 59 75 91 105 99 125
Professional............. 1 2 2 21 30 22 37
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total
locations...... 271 279 299 352 401 380 441
=========== =========== =========== =========== =========== =========== ===========

APRIL 27, 1997
--------------------------
ACTUAL AS ADJUSTED(5)
-------- --------------

BALANCE SHEET DATA:
Working capital............................................. $100,806 $
Total assets................................................ 411,753
Total debt.................................................. 132,259
Shareholders' equity........................................ 117,733

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

(1) Fiscal year 1992 ended November 1, 1992, fiscal year 1993 ended October
31, 1993, fiscal year 1994 ended October 30, 1994, fiscal year 1995 ended
October 29, 1995 and fiscal year 1996 ended October 27, 1996.

(2) The pro forma data excludes the effects in 1992, 1993 and 1994 of the
following unusual or nonrecurring items of income or expense: (i) excluding from
1994 a $5.4 million pre-tax gain on redemption of a preferred stock investment
and a $472,000 net pre-tax gain from settlement of interest rate swaps, (ii)
excluding from 1993 a $9.5 million pre-tax write-off of goodwill and software
development costs, and a provision for lease, legal and other costs primarily
related to a subsidiary of the Company that was sold in 1993, (iii) giving
effect to the 1994 redemption of 5,335,320 shares of the Company's Common Stock
as of the first day of the first period presented, and (iv) assuming the Company
was public on the first day of the first period presented (giving effect to
application of the proceeds of the Company's 1994 initial public offering to
reduce debt, and offset by costs of being a public company).

(3) Occasionally, the Company acquires a franchised office and operates it
as a Company-owned office until it is refranchised. Such offices are included in
franchised locations.

(4) Outsourcing services are generally performed at the clients' facilities.

(5) Adjusted to reflect the sale of 2,500,000 shares of Common Stock offered
by the Company hereby after deducting underwriting discounts and commissions and
estimated expenses of the offering, and the application of the estimated net
proceeds as described in "Use of Proceeds."
6
8

RISK FACTORS

Prospective purchasers of the Common Stock should carefully consider the
factors set forth below, as well as the other information contained in this
Prospectus, in evaluating an investment in the Common Stock offered hereby.

EFFECT OF FLUCTUATIONS IN THE GENERAL ECONOMY

Demand for temporary services is sensitive to the general level of economic
activity in the country. When economic activity slows, many companies reduce
their usage of temporary employees before undertaking layoffs of their full-time
employees. Therefore, a significant economic downturn could have a material
adverse effect on the Company's business.

INCREASED EMPLOYEE COSTS

As the labor market tightens, there is greater demand and competition for
skilled workers needed to fill client orders. In such labor markets, wages
generally increase. There can be no assurance that all such increased wage costs
can be passed on to clients through increased charges. The Company is also
responsible for and pays unemployment insurance premiums and workers'
compensation costs for its temporary employees. Unemployment insurance premiums
are set annually by the states in which employees perform services and may
increase as a result of, among other things, increased levels of unemployment
and the extension of periods for which unemployment benefits are available.
Workers' compensation costs may increase as a result of, among other things,
increases in benefit levels or the liberalization of allowable claims.
Furthermore, annual workers' compensation expenses and the related liability
accrual are based on various estimates, including estimates of the costs of
future benefits. The Company believes that its reserves for workers'
compensation claims are adequate, but there can be no assurance that such claims
will not exceed estimated reserves. There can be no assurance that the Company
will be able to increase the charges to its clients if expenses related to
workers' compensation and unemployment insurance increase or if the wages it
must pay to its employees generally increase.

COMPETITION

The temporary services industry is highly competitive with limited barriers
to entry. The Company competes in national, regional and local markets with full
service agencies and with specialized temporary services agencies. Several of
these competitors have greater marketing and financial resources than those of
the Company and could attempt to increase market share through decreased prices.
The Company also competes with numerous local and single office firms in
particular markets which are able to compete effectively on price because of
their lower overhead structures. In addition, large national companies that
presently operate in "niche" segments of the outsourcing and professional
services markets could expand their operations to compete with the outsourcing
and professional services provided by the Company. Strong competition from
companies with significantly greater financial resources than the Company could
have a material adverse effect on the Company's operations and profitability.

ABILITY TO CONTINUE COMPANY GROWTH; ACQUISITION STRATEGY

The Company has experienced significant growth over the past several years,
principally by increasing the volume of services provided through existing
offices and by adding new services. There can be no assurance that the Company
will continue to be able to maintain or expand its market presence, successfully
enter new markets, add new services or integrate acquired businesses into its
operations. The ability of the Company to continue its growth will depend on a
number of factors, including existing and emerging competition, the availability
of working capital to support such growth, and the Company's ability to (i)
maintain margins in the face of pricing pressures, (ii) manage its costs, (iii)
recruit and train additional qualified personnel, (iv) sell outsourcing and
professional

7
9

services to large corporate clients, (v) develop and expand its service
offerings, and (vi) find new qualified franchisees. Expansion through
acquisitions is also a component of the Company's growth strategy. Acquisitions
may result in unanticipated difficulties in integrating acquired businesses with
the Company's existing business and may absorb a disproportionate amount of
management time. Once integrated, acquisitions may not achieve levels of
revenue, profitability or productivity which are comparable to the Company's
existing operations or otherwise perform as expected. Moreover, the Company's
continued ability to make acquisitions is dependent upon, and may be limited by,
the availability of acquisition candidates at reasonable valuations and the
Company's ability to obtain acquisition financing on acceptable terms. See
"Business -- Business Strategy."

RELIANCE ON SIGNIFICANT CLIENTS

During fiscal 1995 and fiscal 1996, revenues generated by the Company from
contracts with International Business Machines Corporation ("IBM") equaled
$136.2 million and $158.6 million, respectively, representing 16.2% and 15.6%,
respectively, of the Company's consolidated revenues for such periods.
Approximately 31.0% and 21.4% of these revenues were received during fiscal 1995
and fiscal 1996, respectively, for services performed under a Management
Services Agreement. The balance of the Company's IBM-related revenues were
generated under multiple contracts with different purchasing units within IBM.
Also, during fiscal 1996, revenues generated by the Company from multiple
contracts with United Parcel Service, Inc. ("UPS") equaled $122.2 million,
representing 12.0% of the Company's consolidated revenues for fiscal 1996. The
loss of either IBM or UPS as a client would have a material adverse effect on
the Company's results of operations and financial condition.

EMPLOYER RISKS

The Company is in the business of employing people and placing them in the
workplace of other businesses. An attendant risk of such activities includes
possible claims of discrimination and harassment, employment of illegal aliens
and other similar claims. Although the Company has policies and guidelines in
place to reduce its exposure to these risks, a failure to follow these policies
and guidelines may result in negative publicity and the payment by the Company
of money damages or fines.

DEPENDENCE ON KEY PERSONNEL

The Company's operations are dependent on the continued efforts of its
executive officers and senior management as well as those of its field, office
and operations managers. If the Company is unable to attract and retain
qualified and skilled employees to perform these services for the Company, the
Company's business could be materially adversely affected.

INTANGIBLE ASSETS

As of April 27, 1997, approximately $123.4 million, or 30.0%, of the
Company's total assets were intangible assets. These intangible assets
substantially represent amounts attributable to goodwill recorded in connection
with the Company's acquisitions. Any impairment in the value of such assets
could have a material adverse effect on the Company's financial condition and
results of operations.

CONTROL BY PRINCIPAL SHAREHOLDER AND MANAGEMENT

As of May 25, 1997, the Company's Chairman of the Board, Guy W. Millner,
beneficially owned 9,263,676 shares of Common Stock, representing approximately
38.5% of the outstanding Common Stock. After this offering, Mr. Millner will
beneficially own approximately 34.9% of the outstanding Common Stock (34.3% if
the Underwriters' over-allotment option is exercised in full), and the directors
and executive officers of the Company, as a group, will beneficially own an
aggregate of 11,334,517 shares of Common Stock, representing approximately 41.0%
of the outstanding Common Stock (40.4% if the Underwriters' over-allotment
option is exercised in full). As a result, Mr. Millner and, if they should
determine to act together, the directors and executive officers of the Company
as a

8
10

group, will be able to exercise significant influence over the outcome of any
matters or block certain matters which might normally be submitted to the
shareholders of the Company for their approval, including the election of
directors and the authorization of other corporate actions requiring shareholder
approval. See "-- Anti-Takeover Considerations" and "Principal and Selling
Shareholders."

ANTI-TAKEOVER CONSIDERATIONS

The Company's Amended and Restated Articles of Incorporation (the
"Articles") and the Georgia Business Corporation Code contain certain provisions
that could have the effect of making it more difficult for a party to acquire,
or of discouraging a party from attempting to acquire, control of the Company
without approval of the Company's Board of Directors. In addition, a two-thirds
vote of the holders of the outstanding voting stock of the Company is required:
(i) by the Articles to approve certain mergers, consolidations and dispositions
of assets of the Company, unless approved by two-thirds of the Board of
Directors of the Company; (ii) by the Company's Amended and Restated Bylaws (the
"Bylaws") to remove members of the Board of Directors with or without cause; and
(iii) by the Articles to amend or rescind the provisions set forth in (i) and
(ii) above or to remove the provisions in the Bylaws establishing a classified
Board of Directors. The foregoing, together with the combined stock ownership of
the Company's Chairman of the Board and management, may discourage tender offers
or other bids for the Common Stock at a premium over its market price.

VOLATILITY OF STOCK PRICE

From time to time, there may be significant volatility in the market price
for the Common Stock. Quarterly operating results of the Company or of other
staffing companies, changes in general conditions in the economy, the financial
markets or the staffing industry, natural disasters or other developments could
cause the market price of the Common Stock to fluctuate substantially. In
addition, in recent years the stock market has experienced extreme price and
volume fluctuations. This volatility has had a significant effect on the market
prices of securities issued by many companies for reasons unrelated to their
operating performance. See "Price Range of Common Stock and Dividend Policy."

FORWARD-LOOKING INFORMATION

This Prospectus, including the information incorporated by reference
herein, contains various forward-looking statements and information that are
based on the Company's belief and assumptions, as well as information currently
available to the Company. When used in this Prospectus, the words "believe,"
"anticipate," "estimate," "expect," and similar expressions are intended to
identify forward-looking statements. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to be correct. Such
statements are subject to certain risks, uncertainties and assumptions. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated or expected. Among the key factors that may have a direct
bearing on the Company's operating results are fluctuations in the economy, the
degree and nature of competition, demand for the Company's services, the
Company's ability to complete acquisitions and integrate the operations of
acquired businesses, the Company's ability to recruit and place employees, the
Company's ability to expand into new markets, and the Company's ability to
maintain profit margins in the face of pricing pressures.

9
11

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 2,500,000 shares of
Common Stock offered hereby by the Company at an assumed public offering price
of $ per share are estimated to be approximately $
(approximately $ if the Underwriters' over-allotment option is
exercised in full), after deducting the underwriting discounts and commissions
and the estimated offering expenses. All of the net proceeds to the Company will
be used to repay indebtedness outstanding under its $150.0 million Committed
Revolving Credit Facility (the "Revolving Credit Facility") and other unsecured
bank lines of credit totaling $50.0 million. The Company believes that reducing
such indebtedness will provide it with increased flexibility and access to funds
for future acquisitions which may be considered by the Company. The Company will
not receive any proceeds from the sale of Common Stock offered hereby by the
Selling Shareholders.

The Revolving Credit Facility expires on September 30, 1999, and, at May
25, 1997, had an outstanding principal balance of $120.0 million with a weighted
average interest rate at May 25, 1997, of 6.35% per annum. The unsecured bank
lines of credit had an aggregate outstanding balance at May 25, 1997, of $23.8
million at a weighted average interest rate of 5.70%. This indebtedness was
incurred to finance the acquisitions of Comtex Information Systems, Inc. in
January 1997 and Analytical Technologies, Inc. and ANATEC Canada, Inc. in July
1996 and to fund working capital needs including accounts receivable.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Company's Common Stock is traded on the New York Stock Exchange (the
"NYSE") under the symbol "NRL." The following table sets forth for the fiscal
periods indicated the high and low sales prices of the Common Stock and
quarterly cash dividends per share.

PRICE RANGE
--------------- DIVIDENDS
HIGH LOW PAID
FISCAL 1995 -------- --- ---------

First Quarter............................................... $ 9 7/8 $7 3/4 $0.03
Second Quarter.............................................. 12 1/8 9 1/2 0.03
Third Quarter............................................... 12 1/8 9 1/2 0.03
Fourth Quarter.............................................. 17 11 3/4 0.03

FISCAL 1996
First Quarter............................................... $ 16 5/8 $13 1/4 $0.035
Second Quarter.............................................. 19 1/8 12 3/4 0.035
Third Quarter............................................... 28 3/4 18 3/8 0.035
Fourth Quarter.............................................. 33 26 5/8 0.035

FISCAL 1997
First Quarter............................................... $ 29 7/8 $22 $0.04
Second Quarter.............................................. 28 7/8 22 1/2 0.04
Third Quarter (through June 17, 1997)....................... 34 1/4 24 3/4 --

On June 17, 1997, the last reported sales price of the Common Stock on the
NYSE was $34 1/2. As of June 17, 1997, there were 221 holders of record of the
Common Stock.

The Company began paying a quarterly dividend in the first quarter of
fiscal 1995 and expects to continue paying a regular quarterly dividend. The
determination of the amount of future cash dividends, if any, to be declared and
paid, however, will depend upon, among other things, the Company's financial
condition, funds from operations, the level of its capital expenditures and its
future business prospects. The Revolving Credit Agreement contains certain
restrictions including certain limitations on the payment of dividends.

10
12

CAPITALIZATION

The following table sets forth the actual total capitalization of the
Company at April 27, 1997, and the total capitalization on an adjusted basis
giving effect to adjustments which reflect the sale of the shares of Common
Stock offered hereby (at an assumed public offering price of $ per
share) and the application of the estimated net proceeds therefrom as described
under "Use of Proceeds."

APRIL 27, 1997
-----------------------
ACTUAL AS ADJUSTED
-------- -----------
(DOLLARS IN THOUSANDS)

Notes payable............................................... $ 349 $
Bank lines of credit........................................ 11,670
-------- --------
Total current debt................................ 12,019
Long-term debt, less current maturities..................... 120,240
-------- --------
Total debt........................................ 132,259
Shareholders' equity:
Preferred stock, no par value; 10,000,000 shares
authorized, no shares issued and outstanding........... -- --
Common stock, stated value $.01 per share; 50,000,000
shares authorized, 23,999,360 shares issued and
outstanding (26,499,360 shares, as adjusted)(1)........ 240
Receivables from officers and employees................... (125)
Additional paid-in capital................................ 50,250
Treasury stock, at cost; 32,565 shares.................... (790)
Retained earnings......................................... 68,158
-------- --------
Total shareholders' equity........................ 117,733
-------- --------
Total capitalization.............................. $249,992 $
======== =========

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

(1) Does not include 3,817,597 shares of Common Stock issuable upon the
exercise of stock options and stock purchase rights outstanding as of April 27,
1997.

11
13

BUSINESS

The Company provides a broad range of services through its national network
of 441 locations, including 145 Company-owned locations, 125 outsourcing
services locations, 134 franchised locations, and 37 professional services
offices as of April 27, 1997. In fiscal 1996, the Company supplied to
approximately 19,000 clients (including subsidiaries and affiliated companies)
in the United States and Canada over 225,000 staffing, outsourcing and
professional personnel. The Company's employees possess a wide variety of
office, light industrial, information technology and other skills, including
secretarial, clerical, word processing, data entry, graphics, telemarketing,
assembly, picking, packing and sorting, shipping and receiving, customer
service, records management, administrative, human resources (recruiting,
interviewing, assessment and training), computer programming, computer
consulting, systems analysis, systems integration, accounting and additional
financial services.

BUSINESS STRATEGY

The Company's objective is to continue to be a leading national provider of
staffing, outsourcing, and professional services. The key components of the
Company's strategy are as follows:

Offer a Seamless Spectrum of Strategic Workforce Management
Solutions. Through its national network of offices, the Company offers
strategic workforce management for clients committed to high quality,
value-added services which are customized to strengthen a specific client's
organizational effectiveness and flexibility. The Company partners with
these clients to diagnose workforce problems and design an integrated
service solution, ranging from short-term staff augmentation to
comprehensive workforce structures that include dedicated management teams.
The Company also believes that clients increasingly are seeking to reduce
the number of vendors for services and that those companies, like Norrell,
that can offer a broad array of services under one organization will
benefit from this trend.

12
14

seeking consistent results and a nationwide approach to their staffing
needs. To ensure that it is able to continue to grow while maintaining its
high quality and customer service standards, the Company has invested over
$38.1 million since the beginning of fiscal 1995 through April 27, 1997 and
will continue to invest in technology and information related software and
hardware. These investments have included integrating the Company's
personnel and client databases nationwide, automating many tasks at the
branch level, and enhancing back-office efficiency. The Company believes
these initiatives have enabled it to respond to its customers' needs,
increase productivity and support its growth.

Pursue Strategic Acquisitions. The Company will continue to pursue
strategic acquisition opportunities that allow the Company to develop new
services, acquire additional management expertise or enter key geographic
markets. Since July 1995, the Company has acquired three information
technology services, one accounting services and two staffing services
businesses. The Company believes that the professional services
acquisitions represent business opportunities with growth and profitability
potential in excess of the Company's core staffing business. In addition,
the Company believes that each of these acquired businesses will be
integrated quickly into the Company, will expand the Company's range of
services offered, and will offer future growth prospects.

BUSINESS GROUPS

The Company has classified its businesses into three business groups:
Staffing Services, Outsourcing Services, and Professional Services.

Staffing Services

Temporary Staffing. Employees may be assigned to work for a client for
either a specified or indefinite period of time as necessary to meet the needs
of clients. The expense and inconvenience to a client of recruiting workers,
including advertising, interviewing and testing, conducting reference and
background checks and drug testing are reduced when temporary personnel are
engaged. Use of these services also enables the client to eliminate or reduce
record keeping, expenses associated with fringe benefits, turnover and related
personnel costs usually associated with its workers. A client pays only for
actual hours worked by temporary personnel and may terminate the use of
temporary services without the adverse effects of layoffs. The Company also
offers short-term staffing, sometimes referred to as project or peak period
staffing, through which the Company can meet fluctuating staffing requirements
quickly and easily, helping clients maintain high levels of productivity without
the need to add permanent staff. The Company defines short-term staffing as an
assignment of less than six months that involves one-time, seasonal or recurring
use of at least five temporary employees. During fiscal 1996, the Company
generated $323.3 million in revenues from its temporary staffing services.

Long-Term Staffing. The Company offers long-term staffing options tailored
to specific client needs. Through long-term staffing, the Company provides and
supervises temporary employees for functions or departments on an extended
basis. The Company defines long-term staffing as the staffing

13
15

of specific positions for six months or more. During fiscal 1996, the Company
generated $191.5 million in revenues from its long-term staffing services.

Managed Staffing. The Company emphasizes managed staffing, which is the
staffing of positions with personnel on a planned and continuing basis, in most
cases with one of the Company's on-site managers who is trained to manage the
contingent workforce process. Managed staffing represents a cost-effective
solution for employers who spend a significant amount of administrative and
personnel department time managing employees whose jobs are generally routine
and are characterized by high turnover rates and also for employers in
industries with fluctuating personnel needs. Such employers use staffing
personnel as a valuable management tool to control overhead costs and enhance
profitability. Examples of managed staffing clients of the Company include
customer service centers, distribution centers, and various light manufacturing
and packaging businesses. The Company's managed staffing business grew 26.9%
during fiscal 1996 from $65.3 million in revenues in fiscal 1995 to $82.9
million in revenues in fiscal 1996.

Master Vendor Partnering ("MVP"). The Company offers its MVP program to
its clients in conjunction with its other service offerings. Through its MVP
program, the Company acts as a general manager for all of the client's external
staffing needs. The Company provides a broad spectrum of solutions from staffing
to call center services to information technology services to help the client
meet its changing needs. The MVP program enables the client to significantly
increase its organizational flexibility and effectiveness. During fiscal 1996,
revenues from the Company's MVP program increased 66.7% from $85.8 million in
fiscal 1995 to $143.0 million in fiscal 1996.

Outsourcing Services

The Company today provides a portfolio of outsourcing services including
administrative (secretarial, clerical, graphics, desktop publishing,
multimedia), corporate and general services (mail center management, courier
management, shipping/receiving, records retention), document processing
(imaging, personnel records management, electronic data interchange, accounts
payable, data entry, invoicing), and call center services. Typical outsourcing
arrangements have many of the following characteristics: the Company supplies
and manages the staff, the agreement contains specific service productivity and
quality measurements, extends a year or longer, covers a defined scope of work,
and has a gainsharing agreement. Outsourcing services are generally performed by
the Company's subsidiary, Tascor Incorporated ("Tascor"), and by its joint
venture entities CallTask Incorporated, NorCross Teleservices, Inc., and
HealthTask L.P. In fiscal 1996, the Company's outsourcing revenues were $208.1
million, an increase of 19.7% over fiscal 1995, which had $173.9 million in
outsourcing revenues.

Professional Services

The Company's Professional Services group includes the Company's
information technology services companies and Norrell Financial Staffing, a
division of the Company's Norrell Services, Inc. subsidiary.

Information technology services is the Company's newest product platform,
built with three acquisitions: Analytical Technologies, Inc. and ANATEC Canada,
Inc. (collectively referred to as "ANATEC") and American Technical Resources,
Inc. ("ATR"), which were acquired in fiscal 1996, and Comtex Information
Systems, Inc. ("Comtex"), which was acquired on January 2, 1997. Through its
information technology services, the Company delivers full life-cycle solutions
including technology consulting, project management, software development,
documentation services, and education and training. The Company also provides
systems planning and development, systems integration, organizational consulting
related to business transformation, and staff augmentation support. The Company
provides contract employees from its national database of information technology
professionals.

Norrell Financial Staffing is led by staffing consultants who are
experienced accounting and financial professionals with the ability to recruit,
screen and hire financial specialists ranging from a

14
16

chief financial officer to an accounting clerk. During fiscal 1996, the Company
experienced significant growth in financial staffing due to growth of existing
accounts and an increase in office locations. In addition, in November 1996, the
Company acquired Accounting Resources, Inc., a privately held financial
placement firm in Providence, Rhode Island, which provides staffing, permanent
placement and executive search services to clients in various industries.

QUALITY AND TECHNOLOGY

The Company is dedicated to providing high quality services and believes it
is an industry leader in its quality focus and technological approach including
related measurement systems. In order to maintain a consistently high quality
standard for all of its temporary and staffing employees, the Company uses
automated systems to screen and evaluate potential employees, to make
appropriate assignments, and to evaluate and review an employee's performance.
The Company's quality system, Qualisys, is comprised of three major components:
(i) Exact Match(TM), a screening and placement process which matches the
employee to the client's needs; (ii) B.O.S.S., its Branch Office Support System,
an extensive database of client and personnel information; and (iii)
I.R.I.S.(TM), or Integrated Research Information System, by which the Company
obtains direct client feedback and measures individual employee performance.
These automated services enable the Company to provide staffing services quickly
and efficiently, monitor client needs and utilization trends, measure the
Company's service quality and evaluate and train its employees. This extensive,
integrated and automated quality measurement and control system distinguishes
the Company from its competitors. With its outsourcing clients, the Company also
develops customized performance measurement benchmarks and systems for each
client contract as requested. These standards and systems are designed with
client input and take into account clients' quality needs and standards.

In 1995 the Company began an initiative to install state-of-the-art systems
in order to support the substantial growth of the Company, provide better
support for the Company's national accounts, and facilitate the integration of
newly acquired companies. These systems will complete the Company's transition
to a client/server system architecture. In 1997 and beyond, the Company will
leverage this new platform to introduce system extensions intended to enhance
productivity and further its competitive edge. The Company believes that its
B.O.S.S., I.R.I.S.(TM), Exact Match(TM) and payroll systems give the Company a
competitive edge in service delivery over its competitors, in that selected
client and temporary employee information, including client satisfaction survey
results, are available electronically in each office and at the corporate
headquarters.

ORGANIZATIONAL STRUCTURE

The Company provides its services through a national network of 441
Company-owned locations, franchised locations, outsourcing locations, and
professional services locations.

Company-Owned Operations. The Company owns and operates staffing services
offices in major markets, each of which is managed by a Norrell manager who is
responsible for most aspects of the Company's business within that market. These
responsibilities include sales and client development, recruitment and retention
of employees and the implementation of Norrell's marketing strategies. The
Company provides extensive training to field managers, sales representatives and
operations personnel in all of these areas. A substantial portion of field
employees' compensation is based on financial performance, including the
attainment of profit objectives. Company-owned offices operating in "middle
markets" (generally markets with populations between 500,000 and 1.5 million
people) are operated under special incentive arrangements by managers who
receive lower salaries and higher incentive compensation relative to managers of
other Company-owned offices.

Franchised Operations. The Company currently operates franchised offices
throughout the United States and in Canada and Puerto Rico. The Company
developed its initial franchise strategy in the mid-1960s as an important
element of its overall growth plans. Franchising provides the opportunity to
enter targeted markets with substantially less capital than would be required to
establish Company-

15
17

owned offices. The Company's primary franchise target markets are cities with
populations between 50,000 and 500,000 people. The Company also establishes
franchised offices under its trade name Dynamic People(SM) to increase market
penetration in major markets in which the Company may also operate Company-owned
offices.

Outsourcing Operations. The Company currently has operations at sites
throughout the United States responsible for the delivery of outsourcing
services. The majority of the Company's outsourcing operations are located on
site at its customers' facilities, and the remaining outsourcing sites are
located in leased offices. Other than regional offices and its corporate offices
in the Company's headquarters building, the Company's outsourcing subsidiary
does not maintain sales or administrative offices separate from the locations at
which client services are performed, allowing the Company to control the growth
of overhead costs. Outsourcing services are delivered by employees who are hired
by the Company to perform services during the term of an outsourcing contract.
These employees and related field operations are managed by the Company's site
managers and area managers who are responsible for service delivery, customer
satisfaction, and sales of additional services to current customers through both
expansion of existing contracts as well as the addition of new contracts.

Professional Services Operations. The Company operates 37 professional
services offices in the principal markets it currently serves. Norrell Financial
Staffing served its clients from 25 locations as of April 27, 1997, up from 17
at the end of fiscal 1995. Information technology clients are served from 12
locations. Each location is managed by a financial or information technology
professional responsible for its marketing strategies.

16
18

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information known to the Company
regarding beneficial ownership of the Company's Common Stock as of May 25, 1997,
except as noted below, and as adjusted to reflect the sale of the Common Stock
in this offering, by: (i) each shareholder who is known by the Company to own
beneficially more than 5% of the Common Stock; (ii) the executive officers and
directors of the Company as a group; and (iii) the Selling Shareholders.

SHARES BENEFICIALLY SHARES
OWNED PRIOR TO BENEFICIALLY OWNED
OFFERING(1) NUMBER OF AFTER OFFERING(1)
5% SHAREHOLDERS AND EXECUTIVE --------------------- SHARES BEING -------------------
OFFICERS AND DIRECTORS NUMBER PERCENT OFFERED NUMBER PERCENT
----------------------------- ---------- ------- ------------ --------- -------

Guy W. Millner.................................. 9,263,676(2) 38.5% -- 9,263,676 34.9%
3535 Piedmont Road, N.E.
Atlanta, Georgia 30305
MI Holdings, Inc................................ 2,252,844(2) 9.4 -- 2,252,844 8.5
3108 Piedmont Road, N.E.
Suite 105
Atlanta, Georgia 30305
Warburg, Pincus Counsellors, Inc................ 1,204,300(3) 5.0 -- 1,204,300 4.5
466 Lexington Avenue
New York, New York 10017
C. Douglas Miller............................... 688,558(4) 2.8 150,000 538,558 2.0
Larry J. Bryan.................................. 355,389(5) 1.5 100,000 255,389 *
Charles E. Phillips............................. 178,000(6) * 20,000 158,000 *
Michael C. Mullins.............................. 101,956(7) * 80,000 21,956 *
All executive officers and directors as a group
(25 persons).................................. 11,684,517(8) 46.5 350,000 11,334,517 41.0

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

* Represents less than one percent of total shares outstanding.

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "Commission") and includes voting and
investment power with respect to shares of Common Stock and the right to acquire
beneficial ownership of Common Stock within 60 days pursuant to stock options or
otherwise.

(2) Of Mr. Millner's shares, 2,252,844 are held by MI Holdings, Inc., a
corporation of which Mr. Millner owns a majority of the voting stock. Mr.
Millner's shares also includes 30,146 shares issuable upon the exercise of stock
purchase rights acquired under the Company's nonqualified deferred compensation
plan and 90,056 shares held in the Company's profit sharing plan. Mr. Millner is
currently Chairman of the Board of Directors of the Company.

(3) Consists of shares held by various accounts for which Warburg, Pincus
Counsellors, Inc. ("WPCI") acts as investment advisor. WPCI has the sole power
to vote 751,100 of such shares and has shared power to vote 210,000 of such
shares. WPCI has sole dispositive power with respect to 1,201,400 of such
shares. The number of shares beneficially owned and the related information is
as of January 9, 1997 and is based solely on information contained in filings
made by WPCI with the Commission pursuant to Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

(4) Includes 321,773 shares subject to currently exercisable options,
17,078 shares issuable upon the exercise of stock purchase rights acquired under
the Company's nonqualified deferred compensation plan and 26,892 shares held in
the Company's profit sharing plan. Mr. Miller is currently Chief Executive
Officer and President of the Company and is also a director of the Company.

(5) Includes 181,365 shares subject to currently exercisable options,
28,623 shares issuable upon the exercise of stock purchase rights acquired under
the Company's nonqualified deferred compensation plan, 3,250 shares held in the
Company's profit sharing plan and 1,406 shares held in the Company's

17
19

Employee Stock Purchase Plan. Mr. Bryan is currently Executive Vice President of
the Company and is also a director of the Company.

(6) At the time of the Company's acquisition of ATR, Mr. Phillips was the
President of ATR. Since the acquisition, ATR has been operated as a subsidiary
of the Company and Mr. Phillips continues to hold the position of President of
ATR.

(7) Includes 15,000 shares subject to forfeiture in the event that Mr.
Mullins leaves the Company under certain circumstances. At the time of the
Company's acquisition of Comtex, Mr. Mullins was the President and Chief
Executive Officer of Comtex. Since the acquisition, Comtex has been operated as
a subsidiary of the Company and Mr. Mullins continues to hold the positions of
President and Chief Executive Officer of Comtex.

(8) Includes 938,314 shares subject to currently exercisable options,
152,733 shares issuable upon the exercise of stock purchase rights acquired
under the Company's nonqualified deferred compensation plan, 157,883 shares held
in the Company's profit sharing plan and 8,899 shares held in the Company's
Employee Stock Purchase Plan.

18
20

UNDERWRITING

The names of the Underwriters of the shares of Common Stock offered hereby
and the aggregate number of shares which each has severally agreed to purchase
from the Company and the Selling Shareholders, subject to the terms and
conditions specified in the Underwriting Agreement, are as follows:

NUMBER
UNDERWRITERS OF SHARES
------------ ---------

Dillon, Read & Co. Inc......................................
Donaldson, Lufkin & Jenrette Securities Corporation.........
The Robinson-Humphrey Company, Inc..........................

---------
Total............................................. 2,850,000
=========

The Managing Underwriters are Dillon, Read & Co. Inc., Donaldson, Lufkin &
Jenrette Securities Corporation and The Robinson-Humphrey Company, Inc.

The Underwriters are committed to purchase all of the shares of Common
Stock, if any are so purchased. The Underwriting Agreement contains certain
provisions whereby, if any Underwriter defaults in its obligation to purchase
such shares, and the aggregate obligations of the Underwriters so defaulting do
not exceed 10% of the shares offered hereby, some or all of the remaining
Underwriters must assume such obligations.

The Underwriters propose to offer the shares of Common Stock to the public
initially at the offering price per share set forth on the cover page of this
Prospectus and to certain dealers at such price less a concession not in excess
of $ per share. The Underwriters may allow, and such dealers may
re-allow, concessions not in excess of $ per share on sales to certain
other dealers. The offering of the shares is made for delivery when, as and if
accepted by the Underwriters and subject to prior sale and withdrawal,
cancellation or modification of this offer without notice. The Underwriters
reserve the right to reject any order for the purchase of the shares. After the
public offering of the Common Stock, the public offering price and the
concessions may be changed by the Managing Underwriters.

The Company has granted to the Underwriters an option for 30 days from the
date of this Prospectus, to purchase up to 427,500 additional shares of Common
Stock to cover over-allotments, if any, on the same terms per share. To the
extent the Underwriters exercise this option, each Underwriter will be
obligated, subject to certain conditions, to purchase the number of additional
shares of Common Stock proportionate to such Underwriter's initial commitment.

The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities under the Securities Act, or to
contribute to payments the Underwriters may be required to make in respect
thereof.

The Company, the Selling Shareholders, and all of the directors and
executive officers of the Company have agreed, subject to certain exceptions,
that they will not offer, sell, contract to sell, transfer or otherwise
encumber, or dispose of any shares of Common Stock, or securities convertible
into or exchangeable for Common Stock, or exercise demand registration rights,
for a period of 90 days from the date of this Prospectus, without the prior
written consent of Dillon, Read & Co. Inc.

19
21

The Underwriters do not intend to confirm sales to accounts over which they
exercise discretionary authority.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company and the Selling Shareholders by Troutman Sanders LLP,
Atlanta, Georgia. Certain legal matters relating to the offering will be passed
upon for the Underwriters by Powell, Goldstein, Frazer & Murphy LLP, Atlanta,
Georgia. Carl E. Sanders, a partner in Troutman Sanders LLP, is a director of
the Company and the beneficial owner of 69,432 shares of Common Stock.

EXPERTS

The audited consolidated financial statements of the Company incorporated
by reference in this Prospectus and elsewhere in the Registration Statement on
Form S-3 (the "Registration Statement") filed by the Company with the Commission
under the Securities Act with respect to the shares of Common Stock offered
hereby have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports. The
audited consolidated financial statements of Comtex incorporated by reference in
this Prospectus and elsewhere in the Registration Statement have been audited by
Grant Thornton LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed by the Company with the Commission can be inspected and copied
at the offices of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at its regional offices located at Seven World Trade
Center, 13th Floor, New York, New York, 10048, and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
can be obtained at prescribed rates from the Public Reference Section of the
Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549. Such reports,
proxy statements and other information can also be obtained from the World Wide
Web site that the Commission maintains at http://www.sec.gov. In addition,
reports, proxy statements and other information concerning the Company (Symbol:
NRL) can be inspected and copied at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005, on which the Common Stock is listed.

This Prospectus constitutes a part of the Registration Statement. This
Prospectus omits certain of the information contained in the Registration
Statement as permitted by the rules and regulations of the Commission, and
reference is hereby made to the Registration Statement and related exhibits for
further information with respect to the Company and the securities offered
hereby. Any statements contained herein concerning the provisions of any
document are not necessarily complete, and in each instance reference is made to
the copy of such document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference.

20
22

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents have been previously filed by the Company with the
Commission and are hereby incorporated by reference in this Prospectus as of
their respective dates:

(a) Annual Report on Form 10-K for the year ended October 27, 1996;

(b) Quarterly Reports on Form 10-Q for the quarters ended January 26,
1997 and April 27, 1997;

(d) Amendment No. 1 on Form 8-K/A to Current Report on Form 8-K filed
with the Commission on February 19, 1997; and

(e) Registration Statement on Form 8-A filed on October 19, 1995
registering the Company's Common Stock under Section 12(b) of the Exchange
Act.

Additionally, all documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the termination of the offering of the
securities made hereby shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statements contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

The Company will provide, upon request, without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, on the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (other than certain exhibits to such documents
which are not specifically incorporated by reference in such documents).
Requests for such copies should be directed to: Norrell Corporation, 3535
Piedmont Road, N.E., Atlanta, Georgia 30305, Attention: Mark H. Hain, Esq., Vice
President and General Counsel (404) 240-3000.

21
23

[SEE APPENDIX P. A-2 FOR GRAPHICAL MATERIAL OMITTED]

22
24

======================================================

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, SHARES OF
COMMON STOCK IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE
ANY SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE COMMON STOCK MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

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

TABLE OF CONTENTS

PAGE
----

Prospectus Summary.................... 3
Risk Factors.......................... 7
Use of Proceeds
Price Range of Common Stock and
Dividend Policy..................... 10
Capitalization........................ 11
Business.............................. 12
Principal and Selling Shareholders.... 17
Underwriting.......................... 19
Legal Matters......................... 20
Experts............................... 20
Available Information................. 20
Incorporation of Certain Documents by
Reference........................... 21

======================================================
======================================================
NORRELL(R) CORPORATION
---------------------

2,850,000 SHARES

COMMON STOCK

PROSPECTUS

, 1997
---------------------
DILLON, READ & CO. INC.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

THE ROBINSON-HUMPHREY
COMPANY, INC.
======================================================
25

PART II.

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following are the expenses of the issuance and distribution of the
securities being registered, other than underwriting discounts and commissions,
expected to be incurred by the Registrant. All amounts shown are estimates,
except the Commission registration fee.

Commission registration fee................................. $ 33,957
NYSE filing fees............................................ 11,500
NASD filing fee............................................. 11,706
Blue Sky fees and expenses.................................. 2,500
Printing and engraving expenses............................. 60,000
Legal fees and expenses..................................... 80,000
Accounting fees and expenses................................ 50,000
Transfer Agent and Registrar fees and expenses.............. 3,500
Miscellaneous............................................... 46,837
--------
Total............................................. $300,000
========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Pursuant to Sections 14-2-851 through 14-2-857 of the Georgia Business
Corporation Code, as amended, directors, officers, employees and agents of the
Company may, and in some cases must, be indemnified by the Company under certain
circumstances against expenses and liabilities incurred by or imposed upon them
as a result of actions, suits or proceedings brought against them as directors,
officers, employees and agents of the Company (including actions, suits or
proceedings brought against them for violations of the federal securities laws).
Directors, officers, employees and agents of the Company may be indemnified
against expenses if they acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action, if they had no reasonable cause to believe their
conduct was unlawful. A director, officer, employee or agent may be indemnified
against expenses incurred in connection with a derivative suit if such person
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation, except that no indemnification may be
made without court approval if such person was adjudged liable for negligence or
misconduct in the performance of his or her duty to the corporation. This
statutory indemnification is not exclusive of any rights provided by any by-law,
agreement, vote of shareholders or disinterested directors or otherwise.

Article Nine of the Bylaws sets forth the extent to which the Company's
directors, officers, employees and agents shall and may be indemnified against
liabilities which they may incur while serving in such capacities. Pursuant to
these provisions, the directors and officers of the Company will be indemnified
against any losses incurred in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the Company or served with another corporation,
partnership, joint venture, trust or other enterprise at the request of the
Company. The Company will provide advances for expenses incurred in defending
any such action, suit or proceeding, upon receipt of an undertaking by or on
behalf of such director, officer, employee or agent to repay such advances if it
is ultimately determined that such person is not entitled to indemnification by
the Company.

The Company currently maintains a policy of directors and officers
liability insurance and presently intends to continue such insurance so long as
it is available at a reasonable cost.

II-1
26

ITEM 16. EXHIBITS

(A) EXHIBIT INDEX

1.1 -- Form of Underwriting Agreement
4.1 -- Amended and Restated Articles of Incorporation of the
Company, incorporated by reference to Exhibit 3.1 of the
Company's Amendment No. 1 to Registration Statement on Form
S-1, as filed with the Securities and Exchange Commission on
June 22, 1994.
4.2 -- Amended and Restated Bylaws of the Company, incorporated by
reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-1, as filed with the Securities and
Exchange Commission on June 10, 1994.
5.1 -- Opinion of Troutman Sanders LLP
23.1 -- Consent of Troutman Sanders LLP (included in Exhibit 5.1).
23.2 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Grant Thornton LLP
24 -- Powers of Attorney (included in the signature page to the
Registration Statement)

(B) FINANCIAL STATEMENT SCHEDULES

None.

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-2
27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on June 20, 1997.

NORRELL CORPORATION

By: /s/ C. DOUGLAS MILLER
------------------------------------
C. Douglas Miller
Chief Executive Officer and
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Norrell Corporation, hereby
severally constitute and appoint C. Kent Garner and Mark H. Hain, and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-3 filed herewith and any and all
pre-effective and post-effective amendments to said Registration Statement, and
generally to do all such things in our names and on our behalf in our capacities
as officers and directors to enable Norrell Corporation to comply with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys or any of them, to said Registration
Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on June 20, 1997 by the following
persons in the capacities indicated.

SIGNATURE CAPACITY

/s/ C. DOUGLAS MILLER Director, Chief Executive Officer and
- ----------------------------------------------------- President (Principal Executive Officer)
C. Douglas Miller

/s/ C. KENT GARNER Vice President and Chief Financial Officer
- ----------------------------------------------------- (Principal Financial and Accounting Officer)
C. Kent Garner

/s/ GUY W. MILLNER Chairman of the Board
- -----------------------------------------------------
Guy W. Millner

/s/ THOMAS A. VADNAIS Director, President and Chief Operating
- ----------------------------------------------------- Officer, Tascor Incorporated
Thomas A. Vadnais

/s/ LARRY J. BRYAN Director and Executive Vice President
- -----------------------------------------------------
Larry J. Bryan

/s/ LUCIUS E. BURCH, III Director
- -----------------------------------------------------
Lucius E. Burch, III

/s/ KAAREN JOHNSON-STREET Director
- -----------------------------------------------------
Kaaren Johnson-Street

II-3
28

SIGNATURE CAPACITY

/s/ DONALD A. MCMAHON Director
- -----------------------------------------------------
Donald A. McMahon

/s/ FRANK A. METZ, JR. Director
- -----------------------------------------------------
Frank A. Metz, Jr.

/s/ NANCY CLARK REYNOLDS Director
- -----------------------------------------------------
Nancy Clark Reynolds

/s/ CARL E. SANDERS Director
- -----------------------------------------------------
Carl E. Sanders

II-4
29
NORRELL(R) CORPORATION OFFERING A FULL SPECTRUM OF SERVICES

Omitted Graphic Material

The following is a narrative description of graphic material contained
in the printed version of the prospectus which has been omitted from the
version of the prospectus filed electronically.

On the top half of the page, a chart consisting of (i) on the left
side of the page, a box containing the heading "Staffing Services," under which
are listed the following logos: "Norrell Services, Inc.(R)" and Norrell(R)
Franchise;" (ii) in the center of the page, a box containing the heading
"Outsourcing Services," under which are listed the following logos: "Tascor(R) A
Norrell Outsourcing Service," "Norrell(R) Human Resource Services" and
"NorCross(TM) Total Call Center Operations Resources and Expertise in Customer
Service from Cross Country and Norrell(R);" and (iii) on the right side of the
page, a box containing the heading "Professional Services," under which are
listed the following logos: "Norrell(R) Financial Staffing," "ANATEC A
Norrell(R) Information Technology Service," "ATR A Norrell(R) Information
Technology Service" and "Comtex Systems A Norrell(R) Information Technology
Service."

On the bottom half of the page, a pie chart entitled "Revenue by
Business Group First Six Months FY 1997" and depicting by percentage the
following breakdown: (i) Staffing Services - broken down into Temporary
Staffing - 29.4% and MVP, Managed and Long-term Staffing - 38.8%; (ii)
Outsourcing Services - 19.3% and (iii) Professional Services - 12.5%.

A - 1

30
NORRELL(R) CORPORATION

Omitted Graphic Material

The following is a narrative description of graphic material contained
in the printed version of the prospectus which has been omitted from the
version of the prospectus filed electronically.

A map of the United States of America indicating by geographic plot
points the Company's locations broken down by business group type and number of
offices.

NATIONAL NETWORK

A - 2