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):

                                November 3, 2004



                     MEDICAL STAFFING NETWORK HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)



         Delaware                       1-31299                  65-0865171
        ----------                     ---------                ------------
(State or other jurisdiction    (Commission File Number)        (IRS Employer
     of 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
                                                            ------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




Item 2.02. Results of Operations and Financial Condition.

     The registrant is attaching a copy of a press release dated November 3,
2004, as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

      (a)  Not Applicable.

      (b)  Not Applicable.

      (c)  Exhibits:

           99.1  Press release dated November 3, 2004.

Limitation on Incorporation by Reference

     In accordance with General Instruction B.2 of Form 8-K, the information in
this report (including the exhibit) is furnished pursuant to Item 2.02 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: November 3, 2004                               MEDICAL STAFFING NETWORK
                                                     HOLDINGS, INC.



                                                     By: /s/ Larry McPherson
                                                         -----------------------
                                                         Larry McPherson
                                                         Chief Financial Officer




                                  EXHIBIT INDEX

Exhibit No.       Description

99.1              Press Release dated November 3, 2004.