1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1998

REGISTRATION NO. 33-97134
=============================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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

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

FLORIDA 59-3264661
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)

120 WEST HYDE PARK PLACE, SUITE 150
TAMPA, FLORIDA 33606
(Address of principal executive offices) (Zip code)

ROMAC INTERNATIONAL, INC. STOCK INCENTIVE PLAN(1)
(Full title of the plan)

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

THOMAS M. CALCATERRA
CHIEF FINANCIAL OFFICER AND SECRETARY
ROMAC INTERNATIONAL, INC.
120 WEST HYDE PARK PLACE, SUITE 150
TAMPA, FLORIDA 33606
(Name and address of agent for service)

(813) 251-1700
(Telephone number, including area code, of agent for service)

Copies of all communications to:

MICHAEL L. JAMIESON, ESQ.
HOLLAND & KNIGHT LLP
400 NORTH ASHLEY DRIVE
SUITE 2300
TAMPA, FLORIDA 33602

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, check the following box. |X|

CALCULATION OF REGISTRATION FEE
- - ---------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered Registered unit(2) price(2) registration fee
- - ---------------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share............. 5,930,000 shares $25.375 $150,473,750 $44,390.00
- - ---------------------------------------------------------------------------------------------------------------------------

(1) The Romac International, Inc. Stock Incentive Plan is a continuation,
in the form of an amendment and restatement, of an existing plan
previously known as the Romac International, Inc. Incentive Stock
Option Plan.

(2) Estimated solely for the purpose of calculating the registration fee.
The fee for the additional 5,930,000 shares registered hereby is
calculated upon the basis of the average between the high and low sales
price for shares of common stock of the registrant as reported on The
Nasdaq Stock Market's National Market on April 15, 1998.

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

INTRODUCTION

On September 20, 1995, Romac International, Inc. (the "Registrant")
filed Registration Statement No. 33-97134 on Form S-8 (the "Registration
Statement"), which registered 3,070,000 shares of the common stock, par value
$.01, of the Registrant for issuance under the Romac International, Inc. Amended
and Restated Incentive Stock Option Plan (the "Plan"). As part of an amendment
and restatement of the Plan in October, 1996, the Registrant changed the name of
the Plan to the Romac International, Inc. Stock Incentive Plan. By this
Post-Effective Amendment No. 1, the Registrant increases the number of shares
registered under the Plan to 9,000,000. In addition, the Registrant files the
amendment and restatement of the Plan as an exhibit to the Registration
Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Commission by the Registrant,
Romac International, Inc., a Florida corporation (the "Registrant"), pursuant to
the Exchange Act, Commission File No. 0-20658, are incorporated by reference in
this Registration Statement:

(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1997.

(b) (i) Current Report on Form 8-K, filed February 2, 1998.

(ii) Current Report on Form 8-K/A, filed February 19, 1998.

(iii) The description of the Common Stock, par value $.01
per share, of the Registrant (the "Common Stock")
contained in the Registrant's Registration Statement
on Form S-4, filed March 19, 1998, and as amended by
amendment filed March 26, 1998.

(c) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment that indicates
that all securities offered hereby have been sold or that
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of
such documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant is a Florida corporation. The Florida Business
Corporation Act, as amended (the "Florida Act"), provides that, in general, a
business corporation may indemnify any person who is or was a party to any
proceeding (other than an action by, or in the right of, the corporation) by
reason of the fact that he is or was a director or officer of the corporation,
against liability incurred in connection with such proceeding, including any
appeal thereof, provided certain standards are met, including that such officer
or director acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the corporation, and provided, further
that, with respect to any criminal action or proceeding, the officer or director
had no reasonable cause to believe his conduct was unlawful. In the case of
proceedings by or in the right of the corporation, the Florida Act provides
that, in general, a corporation may indemnify any person who was or is a party
to any such proceeding by reason of the fact that he is or was a director or
officer of the corporation against expenses and amounts paid in settlement
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including any appeal thereof, provided that such person acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, except that no indemnification shall
be made in

respect of any claim as to which such person is adjudged liable unless a court
of competent jurisdiction determines upon application that such person is fairly
and reasonably entitled to indemnity. To the extent that any officers or
directors are successful on the merits or otherwise in the defense of any of the
proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the Florida Act further
provides that, in general, indemnification or advancement of expenses shall not
be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director or officer had reasonable cause to believe his
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a
transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the
Florida Act or the corporation's articles of incorporation; or (iv) willful
misconduct or a conscious disregard for the best interests of the corporation in
a proceeding by or in the right of the corporation to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder. Article V of the
Registrant's Bylaws provides that the Registrant shall indemnify any director,
officer, employee or agent or any former director, officer, employee or agent.

The Registrant has purchased insurance with respect to, among other
things, any liabilities that may arise under the statutory provisions referred
to above.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

4.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1, filed April
28, 1995, and as amended by amendments filed May 12, 1995,
June 26, 1995, and July 19, 1995 (Commission File No.
33-91738)).

4.2 Amended and Restated By-Laws of the Registrant (incorporated
by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1, filed April 28, 1995, and as amended by
amendments filed May 12, 1995, June 26, 1995, and July 19,
1995 (Commission File No. 33-91738)).

4.3 Form of Stock Certificate for the Common Stock of the
Registrant (incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement on Form S-1, filed April
28, 1995, and as amended by amendments filed May 12, 1995,
June 26, 1995, and July 19, 1995 (Commission File No.
33-91738)).

4.4 Romac International, Inc. Stock Incentive Plan.

5.1 Opinion of Holland & Knight LLP re legality of the Common
Stock.

23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1)

23.2 Consent of Price Waterhouse LLP.

24.1 Powers of Attorney (included on signature page).

ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

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

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) 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.

(c) 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 (see Item 6) or
otherwise, the registrant has been advised that in the opinion of the 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.

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-8 and has duly caused this Post
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Tampa,
State of Florida, on April 20, 1998.

ROMAC INTERNATIONAL, INC.

By: /s/ David L. Dunkel
---------------------------------
David L. Dunkel
Chief Executive Officer

KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David L. Dunkel, Thomas M.
Calcaterra, James D. Swartz, and Peter Dominici, jointly and severally, his
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any and all amendments to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the date indicated.

Signatures Title Date
---------- ----- ----

/s/ David L. Dunkel Chief Executive Officer and Director April 20, 1998
- - --------------------------------------- (principal executive officer)
David L. Dunkel

/s/ James D. Swartz President, Chief Operating Officer and April 20, 1998
- - --------------------------------------- Director
James D. Swartz

/s/ Thomas M. Calcaterra Chief Financial Officer and Secretary April 20, 1998
- - --------------------------------------- (principal financial officer and
Thomas M. Calcaterra principal accounting officer)

/s/ John N. Allred
- - --------------------------------------- Director April 20, 1998
John N. Allred

/s/ William R. Carey, Jr.
- - --------------------------------------- Director April 20, 1998
William R. Carey, Jr.

/s/ Richard M. Cocchiaro
- - --------------------------------------- Director April 20, 1998
Richard M. Cocchiaro

/s/ Wayne D. Emigh
- - --------------------------------------- Director April 20, 1998
Wayne D. Emigh

/s/ Todd W. Mansfield
- - --------------------------------------- Director April 20, 1998
Todd W. Mansfield

/s/ Howard W. Sutter
- - --------------------------------------- Director April 20, 1998
Howard W. Sutter

/s/ Gordon Tunstall
- - --------------------------------------- Director April 20, 1998
Gordon Tunstall

/s/ Karl A. Vogeler
- - --------------------------------------- Director April 20, 1998
Karl A. Vogeler

INDEX TO EXHIBITS

4.4 Romac International, Inc. Stock Incentive Plan.

5.1 Opinion of Holland & Knight LLP re legality of the Common
Stock.

23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1)

23.2 Consent of Price Waterhouse LLP.

24.1 Powers of Attorney (included on signature page).