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 14, 2005



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



           Delaware                       1-31299               65-0865171
       ----------------          -----------------------  ---------------------
(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

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 7.01.  Regulation FD Disclosure

         The registrant is attaching a copy of a press release dated February
14, 2005, as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

               (a) Not Applicable.

               (b) Not Applicable.

               (c) Exhibits:

                    99.1   Press Release dated February 14, 2005.

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 7.01 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.



                                       2




                                    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 14, 2005          MEDICAL STAFFING NETWORK HOLDINGS, INC.



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


                                       3




                                  EXHIBIT INDEX



Exhibit No.       Description
- ----------        -----------
99.1              Press Release dated February 14, 2005

                                       4