UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported) February 23, 2004 MEDICAL STAFFING NETWORK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31299 06-0865171 ______________________________ ______________________ ____________ (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 901 Yamato Road, Suite 110, Boca Raton, FL 33431 ________________________________________ (Address of principal executive offices) Registrant's telephone number, including area code: 561-322-1300 Item 7. Financial Statements and Exhibits (a) Not Applicable. (b) Not Applicable. (c) Exhibits: 99.1 Press Release dated February 23, 2004. Item 12. Results of Operations and Financial Condition. The registrant is attaching a copy of a press release dated February 23, 2004, as Exhibit 99.1. Limitation on Incorporation by Reference In accordance with General Instruction B.6 of Form 8-K, the information in this report (including the exhibit) is furnished pursuant to Item 12 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. The filing of this Current Report on Form 8-K is not an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD. 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 hereunto duly authorized. Date: February 23, 2004 MEDICAL STAFFING NETWORK HOLDINGS, INC. By: /s/ Kevin S. Little ______________________________ Kevin S. Little Chief Financial Officer EXHIBIT INDEX Exhibit No. Description 99.1 Press release dated February 23, 2004.