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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
____________________
CORESTAFF, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0407849
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
4400 POST OAK PARKWAY, SUITE 1130
HOUSTON, TEXAS 77027-3413
(Address of principal executive offices) (Zip Code)
____________________
Securities to be registered
pursuant to Section 12(b) of the Act:
None
(Title of Class)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instructions A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
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_____% Convertible Subordinated NasdaqSmallCap Market
Notes due 2004
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The material set forth in the section captioned "Description of the
Notes" contained in the Registrant's Amendment No. 1 to Registration Statement
on Form S-3 (Registration No. 333-31509) filed with the Securities and Exchange
Commission (the "SEC") on July 23, 1997, is incorporated herein by reference.
ITEM 2. EXHIBITS.
The following Exhibit is filed with the Securities and Exchange
Commission and The Nasdaq SmallCap Market:
1. Form of Indenture between the Company and Trustee is
incorporated herein by reference from the Registrant's
Amendment No. 1 to Registration Statement on Form S-3
(Registration No. 333-31509) filed with the SEC on July 23,
1997.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
CORESTAFF, INC. (Registrant)
By \s\ PETER T. DAMERIS
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Name: Peter T. Dameris
Title: Senior Vice President, General
Counsel and Secretary
Date: August 1, 1997
