UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
PROFESSIONAL STAFF PLC
(Name of Issuer)
American Depositary Receipts
(Title of Class of Securities)
74315R105
(CUSIP Number)
Donald S. Scherer
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 23, 1997
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 5<PAGE>
CUSIP NO. 74315R105 SCHEDULE 13D Page 2 of 5
1 Name of Reporting Person EDMUND H. SHEA, JR.
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds PF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
7 Sole Voting Power 355,000
NUMBER OF 8 Shared Voting Power -0-
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 355,000
REPORTING
PERSON WITH
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 355,000
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 6.1%
14 Type of Reporting Person IN <PAGE>
CUSIP NO. 74315R105 SCHEDULE 13D Page 3 of 5
Item 1. Security and Issuer
This Schedule 13D relates to American Depositary
Receipts ("ADRs") of Professional Staff PLC (the "Issuer"),
with each ADR representing one common share. The principal
executive office and mailing address of the Issuer is
Buckland House, Waterside Drive, Langley Business Park,
Slough SL3 6EZ, England.
Item 2. Identity and Background
(a) This Schedule 13D is filed by Edmund H. Shea,
Jr., the trustor and trustee of the E&M RP Trust, a revocable
trust which acquired the ADRs described in this Schedule 13D
(the "Reporting Person").
(b) The Reporting Person's business address is 655
Brea Canyon Road, Walnut, CA 91789.
(c) The Reporting Person's principal occupation is
Vice President of J.F. Shea Co., Inc., a construction, land
development and venture capital firm whose address is 655
Brea Canyon Road, Walnut, CA 91789.
(d) During the past five years, the Reporting Person
has not been convicted of any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, the Reporting Person
has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted
in being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
which found any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the purchases of securities
was the personal funds of the Reporting Person.
Item 4. Purpose of Transaction
The Reporting Person acquired the securities for
investment. Depending upon market conditions and other
factors, the Reporting Person may acquire additional
securities of the Issuer, in the open market, in privately
negotiated transactions or otherwise. Alternatively,
depending upon market conditions and other factors, the
Reporting Person may, from time to time, dispose of some or
all of the securities of the Issuer.
The Reporting Person does not have any present plans
or proposals that relate to or would result in any of the<PAGE>
CUSIP NO. 74315R105 SCHEDULE 13D Page 4 of 5
consequences listed in paragraphs (a)-(j) of Item 4 of
Schedule 13D, or any agreement regarding such matters,
although the Reporting Person may in the future take actions
that would have such consequences.
Item 5. Interest in Securities of the Issuer
(a), (b) According to information furnished to the
Reporting Person by the Issuer, there were 5,842,168 common
shares issued and outstanding as of a recent date. Based on
such information, after taking into account the transactions
described in Item 5(c) below, the Reporting Person reports
ownership of 355,000 ADRs, which represents 6.1% of the
outstanding common shares.
(c) During the last 60 days, the Reporting Person
purchased the following ADRs on the open market:
Trade Date ADRs Price/Share
10/02/97 20,000 $15.500
11/26/97 15,000 $17.125
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
The Reporting Person is not a party to any contract,
arrangement, understanding or relationship with respect to
any securities of the Issuer, including but not limited to
the transfer or voting of any securities of the Issuer,
finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
No Exhibits.<PAGE>
CUSIP NO. 74315R105 SCHEDULE 13D Page 5 of 5
Signatures
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
DATED: December 12, 1997
/s/EDMUND H. SHEA, JR.
______________________________
EDMUND H. SHEA, JR.
Trustee and Trustor of the
E&M RP Trust, a revocable trust<PAGE>
