INTERNATIONAL NURSING SERVICES INC
10QSB/A, 1997-05-22
HELP SUPPLY SERVICES
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                      
                                FORM 10-QSB/A



(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended   September 30,1996

Commission File Number:                 0-24768
                                      
                     INTERNATIONAL NURSING SERVICES INC.
           (Exact name of registrant as specified in its charter)


          Colorado                           84-1123311
(State or other jurisdiction of
incorporation or organization)        (I.R.S. Employer Identification No.)


 360 South Garfield St.  Suite 400, Denver, CO               80209
(Address of principal executive offices)                   (Zip Code)


                              (303) 393-1515
                    (Registrant's telephone number, including area code)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the
past 90 days.     [X] Yes           [  ] No

     Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of November 11, 1996.

          Common Stock, $0.001 par value                      5,190,181
                   Class                                    Number of Shares



                INTERNATIONAL NURSING SERVICES, INC.

                     CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                              September 30,      December 31,
                                                  1996               1995
<S>                                               <C>                <C>
                                Assets
Current Assets                                               
 Cash                                        $     128,000     $      19,000
 Accounts receivable, net                        3,886,000         2,098,000
 Subscriptions receivable                             -              300,000
 Other current assets                               10,000            20,000
  Total current assets                           4,024,000         2,437,000
                                                             
Property and equipment, net                        342,000           282,000
                                                             
Other Assets                                                 
Intangible assets, net                           4,311,000         1,553,000
                                                             
Total assets                                   $ 8,677,000     $   4,272,000
                                                             
                Liabilities and Stockholders' Equity
Current liabilities                                          
 Checks written in excess of book balance      $     -         $     244,000
 Accounts payable                                  640,000           520,000
 Accrued expenses                                  644,000           613,000
 Current portion of debt                           120,000           651,000
 Current portion of capital lease                   49,000            30,000
  obligation                                              
 Advances under financing agreement              2,656,000         1,178,000
  Total current liabilities                      4,109,000         3,236,000
                                                             
Long-term debt                                               
 Long-term portion of capital lease                 63,000            60,000
 Long-term portion of debt                              -            200,000
                                                             
Stockholders' equity                                         
 Preferred stock, 12% cumulative                              
  convertible, $1.00 par value, 2,500,000                      
  shares authorized, 469,900 issued and                 -            470,000
  outstanding                                               
 Preferred stock, 10% cumulative                              
  convertible, $10,000 par value, 488            2,440,000                -
  shares authorized, 244 issued and                           
  outstanding
 Common stock, $.001 par value; 15,000,000                    
  shares authorized, 4,629,411 and                             
  2,894,773 issued and outstanding at                          
  September 30, 1996 and December 31, 1995,         5,000             3,000
  respectively                                              
 Dividends payable with common stock                   -            441,000
 Additional paid-in capital                     7,797,000         5,879,000
 Accumulated deficit                           (5,737,000)       (6,017,000)
  Total stockholders' equity                    4,505,000           776,000
                                                             
Total liabilities and stockholders'           $ 8,677,000       $ 4,272,000
 equity                                                     
</TABLE>

                    The accompanying notes to financial statements
                are an integral part of these consolidated statements.

                INTERNATIONAL NURSING SERVICES, INC.

                CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                For the Three Months  For the Nine Months
                                Ended September 30,   Ended September 30,
                                  1996       1995       1996       1995
<S>                               <C>        <C>         <C>        <C>    
Net revenues                  $ 3,819,000  $2,929,000 $10,399,000 $10,052,000
                                                                 
Direct costs of services        2,906,000   2,228,000   7,751,000   8,013,000
                                                                 
Gross Margin                      913,000     701,000   2,648,000   2,039,000
                                                                 
Selling, general and              901,000     738,000   2,374,000   2,720,000
 administrative expenses                
                                                                 
Net income (loss) from             12,000     (37,000)    274,000    (681,000)
 operations                           
                                                                 
Interest expense, net            (134,000)   (116,000)   (391,000)   (441,000)
                                                                 
Net loss                         (122,000)   (153,000)   (117,000) (1,122,000)
                                                                 
Net loss per common share       $    (.42)   $   (.22)   $  (0.34)    $ (1.25)
 (Note 5)                     
                                                                 
Weighted average shares         4,567,952   1,363,779    4,347,771   1,363,779
 outstanding                             
</TABLE>

           The accompanying notes to financial statements
        are an integral part of these consolidated statements


                INTERNATIONAL NURSING SERVICES, INC.

                CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                               For the Nine Months Ended
                                                     September 30,
                                                  1996         1995
<S>                                               <C>            <C>
CASH FLOWS FROM (USED IN) OPERATING                        
ACTIVITIES
 Net loss                                     $ (117,000)   $ (1,122,000)
 Adjustments to reconcile net loss to net                   
  cash flows from (used in) operating
  activities-
 Depreciation and amortization                   293,000         173,000
 Net changes in current assets and                         
  current liabilities                         (1,185,000)            -
     Net cash flows from (used in)                         
      operating activities                    (1,009,000)      1,269,000
                                                           
CASH FLOWS USED IN INVESTING ACTIVITIES                    
 Purchase of property and equipment             (125,000)        (24,000)
 Increase in acquisition costs and                         
  deferred offering costs                     (1,990,000)         (4,000)
     Net cash flows used in investing                      
      activities                              (2,115,000)        (28,000)
                                                           
CASH FLOWS FROM (USED IN) FINANCING                        
ACTIVITIES
 Advances, net                                 1,478,000        (105,000)
 Net proceeds from issuance of stock           2,347,000            -
 Payments on debt and notes payable             (592,000)       (187,000)
     Net cash flows from (used in)                         
      financing activities                     3,233,000        (292,000)
                                                           
Net (decrease) increase in cash and cash                   
equivalents                                      109,000             -
                                                           
CASH AND CASH EQUIVALENTS, at beginning                    
 of period                                        19,000             -
                                                           
CASH AND CASH EQUIVALENTS, at end of            
 period                                        $ 128,000    $        -
</TABLE>

Non-cash investing and financing activities
 Preferred stock converted to 1,175,631 shares of common stock during
1996.

 Acquisition of accounts receivable and the business of Ellis Home
 Health Services, Inc. for 256,250 shares of common stock.

 Satisfaction of notes payable totaling approximately $140,000
 (including approximately $23,000 of accrued interest expense) by
 issuing approximately 70,000 shares of common stock.

 Acquisition of the business of STAT Health Care Services, Inc. for
 200,000 shares of common stock and cash.
                                  
 The accompanying notes to consolidated financial statements are an
           integral part of these consolidated statements.
                                  

                                  
                                  
                INTERNATIONAL NURSING SERVICES, INC.
                                  
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The  consolidated financial statements are unaudited  and
     reflect  all  adjustments  (consisting  only  of   normal
     recurring  adjustments)  which are,  in  the  opinion  of
     management,  necessary  for a fair  presentation  of  the
     financial position and operating results for the  interim
     periods.   The  consolidated financial statements  as  of
     December   31,  1995  have  been  derived  from   audited
     financial  statements, the report on  which  included  an
     explanatory paragraph describing uncertainties concerning
     the  Company's  ability to continue as a  going  concern.
     The  consolidated financial statements should be read  in
     conjunction  with  the  financial  statements  and  notes
     thereto  contained in the Company's Form 10-KSB  for  the
     fiscal  year  ended December 31, 1995.   The  results  of
     operations for the nine months ended September  30,  1996
     are  not  necessarily indicative of the results  for  the
     entire fiscal year ending December 29, 1996.
     
          

2.   EQUITY TRANSACTIONS

     On   July   17,  1996  the  Registrant  completed   the
     acquisition  of  certain assets  of  STAT  Health  Care
     Services, Inc. ("STAT") through the issuance of 200,000
     shares  of International Nursing Services, Inc. ("NURS"
     or  the  "Company") common stock valued  at  $1.88  per
     share, $1,550,000 cash and the issuance of a warrant to
     purchase  125,000 shares of the Company's common  stock
     at $1.88 per share.

     The  assets acquired consisted of approximately $10,000
     of  property  and  equipment.   The  remainder  of  the
     purchase price is allocated to the current value of the
     future cash flow of the operations of STAT.  STAT is  a
     home  health care provider and NURS intends to continue
     the business of STAT and to use the assets accordingly.
     The  funding  for  the cash portion of the  acquisition
     price  was provided by funds received from the  private
     placement described below.

     Concurrent  with the acquisition of  STAT, the  Company
     also closed a private placement of 189 units at $10,000
     per  unit, each unit consisting of  one share of a  new
     class   of   convertible  preferred  stock   which   is
     convertible  prior  to  the third  anniversary  of  the
     issuance  date  into  the  number  of  shares  of   the
     Company's common stock determined by dividing  $10,000,
     plus the amount of any accrued but unpaid dividends  by
     a  conversion  price equal to the lesser of  $1.25  per
     share or 75% of the then prior five day average closing
     sales  price and a warrant to purchase 8,000 shares  of
     the Company's common stock at $2.50 per share.  The new
     class  of  convertible preferred stock  carries  a  10%
     dividend payable quarterly (which may increase  to  18%
     in  certain circumstances) and a liquidation preference
     of $10,000 per share.  In September 1996, an additional
     55  units were sold in a private placement on identical
     terms.

     Investors  in  the private placement also  received  an
     option to purchase an equivalent number of units  until
     December  31,  1997 on equivalent terms.   The  private
     placement  raised  net  proceeds  to  the  Company   of
     approximately $2,322,000.

     In  connection with the Company's acquisition  of  Ellis
     Home Health Services, Inc. ("Ellis") in April 1996,  the
     Company issued 256,250 shares of its common stock to the
     former  owner  of  Ellis.   The Company guaranteed  that
     the  seller  of Ellis would receive at least  $4.00  per
     share  on  the sale of these shares, and if  the  shares
     were sold for less than the $4.00 per share, the Company
     agreed  to  either issue additional shares  or  pay  the
     shortfall  in cash.  Through the quarter ended September
     30,   1996,   the  former  owner  of  Ellis   has   sold
     approximately   216,000  shares  at  below   the   $4.00
     guaranteed  price  and therefore the  Company  has  paid
     $60,000  in  cash  to  the former  owner  of  Ellis  and
     recorded  a  liability of approximately $200,000.   This
     was  recorded as an adjustment to the previous  recorded
     stock value issued for the acquisition.
     

3.   STOCK OPTIONS

     In  July  1996, the Company granted options to  purchase
     250,000  shares  of  common stock to  employees  of  the
     Company, 200,000 of which were issued to officers of the
     Company,  under  an  employee stock option  plan  at  an
     exercise price of $1.88, which was the fair market value
     at  the  date  of the grant.  In addition,  the  Company
     canceled  an option to purchase 50,000 shares  at  $3.06
     which  was issued to an officer of the Company in  March
     1996 and replaced the canceled option with an option  to
     purchase  the same number of shares at $1.88, which  was
     the fair market value at the time of the issuance.


4.   LITIGATION SETTLEMENTS

     The  Company  was  named as a defendant  in  a  wrongful
     termination lawsuit filed in District Court, in  Denver,
     Colorado.   The plaintiff, Dick Jensen, alleged  damages
     of  $47,000.   The  plaintiff claimed that  the  Company
     wrongfully terminated him in violation of his employment
     contract.   The Company settled this claim in  September
     1996  by  paying  the former employee $17,000,  and  the
     lawsuit has been withdrawn.

     The  Company  was named as a defendant in  a  breach  of
     contract  lawsuit  filed in District Court,  in  Denver,
     Colorado.   The  plaintiff,  Lumiere  Securities,   Inc.
     ("LSI")  formerly known as LIK Securities, alleged  that
     the  Company owed LSI approximately $50,000 as a  merger
     and  acquisition  consulting fee.  The  Company  settled
     this  claim in October 1996 by issuing 20,133 shares  of
     common  stock valued at $2.63 pursuant to the  terms  of
     the  settlement  agreement which represented  the  prior
     four day average sales price prior to settlement.

     The  Company  was named as a defendant in  a  collection
     proceeding  lawsuit  filed in the U.S.  District  Court,
     Eastern  District of Tennessee, Southern Division.   The
     plaintiff,   Brentwood  Services  Group   ("Brentwood"),
     claims  that  the  Company owed Brentwood  approximately
     $130,000.   The  Company settled this claim  in  October
     1996  by  agreeing to pay Brentwood $50,000 by  November
     30, 1996 and an additional $25,000 by December 31, 1996.

5.   LOSS PER COMMON SHARE

     In accordance with the SEC's position on preferred stock
     with  convertible features that are in the money at  the
     time  of  issuance,  the Company  has  imputed  a  value
     associated  with  such  conversion  features   and   has
     recorded the value as a discount on the preferred stock.
     The  Company  amortizes  the  imputed  discount  on  the
     preferred  stock  over the period from issuance  of  the
     preferred  stock becomes convertible.  As the  Company's
     1996   preferred   stock   issuances   are   immediately
     convertible the Company has amortized the entire imputed
     discount as a component of dividends on preferred stock.
     The  Company recorded additional dividends to  preferred
     stockholders of approximately $1,737,000 for the quarter
     ended  September  30, 1996, which merely  represents  an
     imputed  increase  to  the  dividend  yield  and  not  a
     contractual obligation on the part of the Company to pay
     such imputed dividends.

Loss  per common share applicable to common stockholders'  is
calculated as follows:

<TABLE>
<CAPTION>
                                               Three Months     Nine Months
                                                  Ended             Ended
                                               September 30,    September 30,
                                                   1996              1996
<S>                                                <C>              <C>
                                                           
Net loss                                     $  (122,000)     $ (117,000)
Preferred stock dividends - stated rate          (44,000)        (44,000)
Preferred   stock  dividends  -   imputed                  
 discount                                     (1,737,000)     (1,737,000)
Preferred stock dividends - recaptured               -           441,000
                                                           
Net loss applicable to common                 $(1,903,000)    $(1,457,000)
 stockholders                               
                                                           
Net loss per common share                     $      (.42)    $      (.34)
                                                           
Weighted average shares outstanding             4,567,952       4,347,771
</TABLE>



     
Item  2:  Management's Discussion and Analysis of Financial Condition
and Results of Operations

      This filing contains certain forward-looking statements
within  the meaning of Section 27A of the Securities  Act  of
1933  and Section 21E of the Securities Exchange Act of  1934
and  the Company intends that such forward-looking statements
be  subject  to  the  safe  harbors created  thereby.   These
forward-looking statements include the plans  and  objectives
of  the management for future operations, including plans and
objectives  relating  to  services  offered  by  and   future
economic performance of the Company.

     The forward-looking statements included herein are based
on  current expectations that involve a number of  risks  and
uncertainties.  These forward-looking statements are based on
assumptions  that the Company will continue  to  be  able  to
provide  on  a  cost-effective and competitive basis  quality
home  health  care  and interim staffing services,  that  the
regulatory environment governing the Company's industry  will
not change in ways that are materially adverse to the Company
and its operations, that the Company will be able to continue
to  fund  operations, that the Company will be able to  raise
additional equity capital if required to fund operations  and
acquisitions,  that  the  Company will  be  able  to  achieve
operating efficiencies resulting in cost reductions,  that  a
sufficient supply of qualified health care personnel will  be
available  to the Company for deployment in the  health  care
industry  on a competitive and cost-effective basis and  that
there  will  be no material adverse change in the demand  for
the  Company's  services  or in the Company's  operations  or
business.   Assumptions  relating to  the  foregoing  involve
judgments  with  respect  to,  among  other  things,   future
economic,  competitive  and  market  conditions,  and  future
business  decisions, all of which are difficult or impossible
to  predict  accurately  and many of  which  are  beyond  the
control  of  the Company.  Although the Company believes  the
assumptions  underlying  the forward-looking  statements  are
reasonable,  any  of the assumptions could prove  inaccurate,
and  therefore,  there can be no assurance that  the  results
contemplated  in  the  forward-looking  statements  will   be
realized.   In addition, the business and operations  of  the
Company  are subject to substantial risks which increase  the
uncertainty inherent in such forward-looking statements.

      Important  factors to be considered in connection  with
forward-looking  statements include, without limitation,  (a)
the  fact that the Company reported net losses in fiscal 1994
and  fiscal 1995 and had an accumulated deficit and a working
capital deficit at December 31, 1995; (b) the Company's  lack
of   working  capital  may  require  the  Company  to   raise
additional  equity  or  debt  financing  in  order  to   fund
operations and the cash portion of purchase prices payable in
connection with acquisitions and the Company may be unable to
raise   such  debt  or  equity  financing;  (c)  the  current
uncertainty in the health care industry and government health
care  reform  proposals  considered from  time  to  time  may
adversely  affect  the regulatory environment  in  which  the
Company  operates  and specifically affect the  reimbursement
rate  payable under government programs such as Medicare  and
Medicaid,  potentially resulting in decreased  revenues  from
home  care services; (d) the Company's dependence on customer
relationships  makes the Company vulnerable to  consolidation
in  the  health care industry, changes in customer  personnel
and other factors that may impact customer relationships; (e)
the  Company's ability to obtain needed licenses, permits and
governmental  approvals will directly  affect  the  Company's
economic performance and operation; (f) the Company's ability
to  compete  in the highly competitive interim  staffing  and
home  care services market will directly impact the Company's
profitability and operations; (g) the Company depends on key-
management personnel, especially John P. Yeros, to manage and
direct  the  business  and operations  of  the  Company;  (h)
hospital   budgetary   cycles,  increased   competition   for
qualified  medical personnel, patient admission  fluctuations
and  seasonality  will also impact the profitability  of  the
Company  and  cash flow may fluctuate due to the adoption  by
hospitals   and  third  party  payors  of  new   or   revised
reimbursement policies; (j) the Company's operations would be
adversely affected by the extension of more favorable  credit
terms  in  order  to keep existing customers;  (k)  Company's
ability  to manage growth, particularly through acquisitions,
will   directly   impact  the  Company's  profitability   and
operations;  (l)  uninsured risks associated  with  providing
home care and interim staffing services will also impact  the
Company's profitability and operations; and (m) various other
factors may cause actual results to vary materially from  the
results   contemplated  in  any  forward-looking   statements
included in this filing.  No assurances can be given that the
foregoing  factors  will not result  in  a  material  adverse
effect on the Company and its operations.

      Any  of  these  important factors  discussed  above  or
elsewhere  in this filing could cause the Company's  revenues
or net income, or growth in revenues or net income, to differ
materially  from  prior  results.   In  addition,  growth  in
absolute  amounts  of  selling,  general  and  administrative
expenses  or  the  occurrence of extraordinary  events  could
cause  actual  results to vary materially  from  the  results
contemplated  by  the forward-looking statements.   Budgeting
and   other  management  decisions  are  subjective  in  many
respects and thus susceptible to interpretations and periodic
revisions   based   on   actual   experience   and   business
developments,  the impact of which may cause the  Company  to
alter  its marketing, capital expenditures or other  budgets,
which   may,  in  turn,  affect  the  Company's  results   of
operation.

      In  light of the significant uncertainties inherent  in
the   forward-looking   information  included   herein,   the
inclusion  of  such information should not be regarded  as  a
representation  by the Company or any other person  that  the
objectives or plans of the Company will be achieved.


Results of Operations

Comparison of three months ended September 30, 1996 and 1995

       The  Company  generated  approximately  $3,819,000  in
revenues from operations for the quarter ended September  30,
1996, compared to approximately $2,929,000 in revenue for the
third  quarter  of 1995, a 30% increase.    The  increase  in
sales for the quarter was due to the acquisition of STAT  and
Ellis  which provided additional third quarter 1996  revenues
of   approximately  $1,134,000  and  $296,000,  respectively,
offset by an approximately $540,000 decrease in revenues  due
to  an  increase  of  competition in the Texas  and  Colorado
markets  resulting from consolidating health  care  providers
which  caused employee turnover in administration  and  field
staff.

      The Company's gross margin percentage remained constant
at  24% for the quarter ended September 30, 1995 and for  the
quarter  ended  September 30, 1996. The addition  of  higher-
margin business in Colorado and New York partially offset  by
the  decreased  revenue  in Texas and Colorado  provided  the
Company with approximately $212,000 of increased gross margin
in  the  quarter ended September 30, 1996 versus the  quarter
ended September 30, 1995.

      Selling,  general and administrative expenses increased
for  the  quarter  ended September 30, 1996 by  approximately
$163,000  or  22% as compared to the $738,000 in the  quarter
ended   September  30,  1995.   The  increase  was  primarily
attributable to additional SG&A related to the STAT and Ellis
acquisitions.

      Net  loss improved from a $153,000 loss in the  quarter
ended  September  30, 1995 to a net loss of $122,000  in  the
quarter  ended  September 30, 1996.  The decreased  loss  was
attributable to the factors discussed above.

 Comparison of nine months ended September 30, 1996 and 1995

      The  Company  generated  approximately  $10,399,000  in
revenues  from operations for the nine months ended September
30,  1996,  compared to approximately $10,052,000 in  revenue
for  1995,  a  3% increase.  The increase in  sales  for  the
period  was  due to the acquisition of STAT and  Ellis  which
provided additional 1996 revenues of approximately $1,134,000
and  $874,000, respectively, partially offset by  a  loss  of
revenues  in  Colorado and Texas of approximately  $1,661,000
due  to an increase of competition in the Colorado and  Texas
markets  from  consolidating  health  care  providers   which
resulted  in  employee turnover in administration  and  field
staff.

      The  Company  has  implemented a  sales  and  marketing
program  in Texas and Colorado which is intended to recapture
some  of the business lost to the competition and intends  to
offset  the lost low-margin business in Colorado with  higher
margin sales from its new rehabilitation consulting division.
There  can be no assurance given that these initiatives  will
be successful in increasing its revenue.

     The Company's gross margin percentage increased from 20%
for  the nine months ended September 30, 1995 to 25% for  the
nine  months ended September 30, 1996.  The increase was  due
to  approximately  32% gross margins achieved  by  its  newly
acquired  Ellis Home Care division, a 26% gross  margin  from
STAT  and  a  new  rehabilitation consulting  division  which
provided gross margins of over 50%.

      Selling,  general and administrative expenses decreased
for the nine months ended September 30, 1996 by approximately
$346,000  or  13%  as  compared  to  the  nine  months  ended
September  30, 1995.  The decrease was primarily attributable
to  the  effort  by  management to reduce corporate  overhead
during  late  1995 by installing a new computer system  which
was  fully  implemented in 1996, reducing employee  headcount
and  terminating  certain highly paid  management  personnel.
Selling,  general and administrative expenses as a percentage
of  revenue  decreased  from 27% for the  nine  months  ended
September 30, 1995 to 23% for the nine months ended September
30,  1996.   In  addition, the Company reduced its  bad  debt
reserve  by  approximately $129,000 in the nine months  ended
September  30,  1996  from  December  31,  1995.   Management
anticipates   that  this  trend  of  selling,   general   and
administrative  expenses as a percentage of sales  decreasing
will continue throughout the remainder of 1996 as the Company
sees  economies of scale result from its acquisition activity
and  its integration strategy of centralizing the general and
administrative functions of each branch in Colorado.

      Net  loss improved from a $1,122,000 loss in  the  nine
months ended September 30, 1995 to a net loss of $117,000  in
the  nine  months ended September 30, 1996.  The  improvement
was attributable to the factors discussed above.


Liquidity and Capital Resources

      The Company's current liabilities at September 30, 1996
aggregated  approximately $4,113,000 and  current  assets  at
September 30, 1996 aggregated approximately $4,028,000.   The
Company  successfully reduced its working capital  deficiency
from  approximately $799,000 at December 31, 1995 to  $85,000
at  September  30,  1996 and reduced its  checks  written  in
excess  of  bank balances by $244,000 to zero.   The  Company
benefited  from its acquisition of Ellis in April 1996  which
increased  its  receivables by approximately  $407,000  while
only  increasing  its advances under financing  agreement  by
approximately $300,000.  In addition, the Company converted a
note  payable due the former owners of Paxxon to common stock
which   reduced  its  current  liabilities  by  approximately
$500,000.

     The Company is currently in default in payment of a note
payable  with  a  principal  balance  of  $120,000  and  will
continue  to  be in default unless and until the  Company  is
able  to raise additional debt or equity funds.  The note  is
personally guaranteed by a stockholder, officer and  director
of  the  Company  and the note is collateralized  by  certain
intangibles.   In  addition, the note  may  be  converted  to
common stock of the Company at $3.00 per share.  On July  26,
1996,  the  note holder filed a lawsuit against  the  Company
demanding  payment  of the entire outstanding  principal  and
accrued  interest  totaling  approximately  $156,000.     The
Company  intends to make payment as funds are  available  and
has   adequately  accrued  for  the  amounts  owing  in   the
accompanying  financial statements.   See Part  II,  Item  1.
Legal Proceedings

     In order to continue the Company's stated goal of growth
via   acquisition,  management  believes  that  it  will   be
necessary for the Company to raise additional equity or  debt
capital.

      Until  August  1996, the Company utilized  an  accounts
receivable factoring arrangement whereby approximately 85% of
its  billings were advanced to the Company on a weekly basis.
The  financing agency then collected the accounts  receivable
on  behalf of the Company and charged back to the Company any
receivables which exceed 90 days outstanding (120 days in New
York).   This arrangement has allowed the company to  receive
approximately  68% of its receivables in  cash  as  they  are
billed.   This  arrangement  has  resulted  in  an  effective
interest cost to the Company of approximately 25%.

     In August 1996, the Company renegotiated its arrangement
with its financing agency whereby the effective interest rate
was  reduced to approximately 12% (with the exception of STAT
which  will  continue  to  have  an  additional  2%  purchase
discount  until  December 31, 1996) and the  availability  of
advances  outstanding under the arrangement was increased  to
$5,000,000.   With  its  acquisition of   STAT,  the  Company
expects  to  use  approximately $3,000,000  of  the  line  of
credit.  The additional credit limit is available to be  used
for future acquisitions or internal sales growth.

      Management  of the Company believes that  it  generates
sufficient cash from operations to continue the business as a
going  concern.  However, the Company's ability  to  pay  the
note  payable  which is in default, discussed above,  and  to
pursue further acquisitions is dependent upon the raising  of
additional debt or equity capital. There can be no  assurance
given that the Company will be successful in raising debt  or
equity  capital  on  terms  which  are  satisfactory  to  the
Company.
                                  
                                  
                                  
                                  
                                  
                     PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

           See Item 3 - "Legal Proceedings" in the Company's
     Form  10-KSB as of December 31, 1995 and for  the  year
     then ended.

           On  July 26, 1996, Staff Builders, Inc.  filed  a
     civil  action against the Company in the U.S.  District
     Court  for  the Southern District of New York demanding
     payment  of an outstanding note payable.  The plaintiff
     alleges  that the principal balance due under the  note
     is   $145,000  plus  accrued  interest  outstanding  of
     $11,606.48.   The Company has referred this  litigation
     to  its  outside counsel for review.  The  Company  has
     adequately  accrued for the amounts in the accompanying
     financial  statements.   The  second  paragraph   under
     "Management's  Discussion  and  Analysis  of  Financial
     Condition  and  Results of Operations -  Liquidity  and
     Capital  Resources"  is  hereby  incorporated  by  this
     reference.




Item 6.  Exhibits and Reports on Form 8-K

       a.      Exhibits

          See Index to Exhibits

       b. Reports on Form 8-K
          
          During the quarter for which this report is filed, the
          Company filed the following reports on Form 8-K:
          
          Form 8-K dated July 17, 1996 (reporting items 2, 5 and 7)
          Form 8-K/A dated July 17, 1996 (reporting items 2 and 7)
          
                                  
                                  
                                  
                          INDEX TO EXHIBITS
          
          
          3.1  Certificate of Designation of 1996 Convertible
          Preferred Stock. *
          
          3.2  Articles of Amendment to Articles of Incorporation. *
          
          4.1  Form of Unit Warrant. *
          
          10.1 Form of Registration Rights/Purchase Agreement
          relating to Unit Offering. *
          
          27   Financial Data Schedule.
          
          
          *    Incorporated by reference to the same exhibit
               number of the Company's Registration Statement
               on Form S-3 (Reg. No. 333-12241)
                    
                    
SIGNATURES

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.


Dated:  May 21, 1997


                                   INTERNATIONAL NURSING SERVICES, INC.
                                   (Registrant)







                                   /s/ John P. Yeros
                                   John P. Yeros
                                   Chairman and Chief Executive Officer
                                   (Principal Executive Officer)







                                   Robin M. Bradbury
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)




















                                  

SIGNATURES

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.


                      Dated:  May 21, 1997




                                   INTERNATIONAL NURSING SERVICES, INC.
                                   (Registrant)







                                   /s/ John P. Yeros
                                   John P. Yeros
                                   Chairman and Chief Executive Officer
                                   (Principal Executive Officer)






                                   /s/ Robin M. Bradbury
                                   Robin M. Bradbury
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)










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<S>                             <C>                     <C>
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<INCOME-PRETAX>                                      0                       0
<INCOME-TAX>                                 (122,000)               (117,000)
<INCOME-CONTINUING>                          (122,000)               (117,000)
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