SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A
                                 AMENDMENT NO. 2

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



                        DATE OF REPORT: DECEMBER 6, 2002
                        (Date of earliest event reported)


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



             OHIO                          0-21533               31-1209872
(State or other jurisdiction of          (Commission          (I.R.S. Employer
 incorporation or organization)          File Number)        Identification No.)


                           110 EAST WILSON BRIDGE ROAD
                             WORTHINGTON, OHIO 43085
                                 (614) 848-3995
     (Address including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)



         (Former name or former address, if changed since last report.)







ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(i)      The Registrant received a letter dated December 6, 2002 from Ernst &
         Young LLP stating that the client-auditor relationship between the
         parties has ceased. As a result, Ernst & Young has resigned as the
         Registrant's independent accountant effective December 6, 2002.

(ii)     Ernst & Young did not issue a report on the Registrant's financial
         statements for the past two fiscal years. The report by the prior
         principal accountant, Arthur Andersen LLP, for the past two fiscal
         years did not contain an adverse opinion or a disclaimer of opinion,
         nor were such reports qualified or modified as to uncertainty, audit
         scope or accounting principles.

(iii)    The Audit Committee was informed of this letter from Ernst & Young.

(iv)     The Registrant had no disagreements with Ernst & Young on any matter of
         accounting principles or practices, financial statement disclosure, or
         auditing scope or procedure.

(v)      The disclosures required by Item 304(a)(1)(v) of Regulation S-K are
         not applicable.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

16       Letter from Ernst & Young LLP regarding the information contained
         herein.











                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                        TEAM AMERICA, INC.
                                                            Registrant

                                                      /s/ S. Cash Nickerson
                                                   ---------------------------
                                                         S. Cash Nickerson
                                                         Chairman and CEO


Date: January 2, 2003








                                  EXHIBIT INDEX

           Exhibit No.     Description

              16           Letter from Ernst & Young LLP regarding the
                           information contained herein.