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

~~FEBRUARY~~March 811, 2002

Date of Filing of Form 8-K

~~JANUARY 31~~February 25, 2002

Date of Report (Date of earliest event reported)

OUTSOURCE INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

FLORIDA	000-23147	65-0675628
Florida	000-23147	65-0675628
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1690 SOUTH CONGRESS AVENUE
DELRAY BEACH, FLORIDA 33445

(Address of principal executive offices)

(561) 454-3500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

~~Item~~ITEM 25. ~~DISPOSITION~~OTHER ~~OF ASSETS~~EVENTS

As previously reported, Outsource International, Inc., a Florida corporation (the “Company”), together with all of its operating subsidiaries ~~(collectively~~, ~~the “Company”),~~ filed voluntary Petitions for Relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Central District of ~~California~~ California (“Bankruptcy Court”), Case Nos. LA-01-28160-BB, LA-01-28173-BB, LA-01-28179-BB, LA-01-28185-BB, LA-01-28191-BB, LA-01-28197-BB and LA-01-28201-BB Jointly Administered, on June 11, 2001. ~~Therefore,~~The ~~the~~ Company ~~retained~~ retains control of its assets and ~~operated~~is authorized to operate its business as ~~debtors~~a indebtor in possession under the jurisdiction of the Bankruptcy Court.

OnAs ~~January 8, 2002, the Bankruptcy Court issued~~ a ~~Sale~~result ~~Order~~of ~~approving, among~~the ~~other~~Chapter 11 ~~things~~proceeding, the ~~sale,~~Company ~~free~~is ~~and~~filing ~~clear of liens, claims and encumbrances,~~with ofthe ~~substantially~~Office ~~all~~ of the ~~assets~~U.S. ofBankruptcy Trustee the Company’s ~~pursuant~~Monthly toOperating ~~an Asset Purchase~~Report ~~Agreement~~ (the “~~Agreement~~Monthly Operating Report”) ~~dated~~and asInterim ofStatement ~~December 18, 2001 between~~ (the ~~Company~~“Interim ~~and~~Statement”). ~~Cerberus~~The ~~Outsource~~Company ~~SPV~~intends ~~LLC,~~to afile ~~Delaware~~with ~~limited~~the ~~liability~~Securities ~~company~~and Exchange Commission (the “~~Purchaser~~SEC”)., Aeach ~~copy~~under of the ~~Agreement~~cover ~~was~~of ~~filed~~a ~~as Exhibit 2.1 to the Company’s~~ Form 8-K, ~~filed~~the Monthly ~~with~~Operating Report and the ~~Securities~~Interim ~~and~~Statement ~~Exchange~~filed ~~Commission~~with onthe ~~December 27,~~Bankruptcy ~~2001~~Trustee.

On ~~January~~February 3125, 2002, the Company ~~completed~~filed with the ~~sale~~Bankruptcy ofTrustee ~~substantially~~its ~~all~~Monthly ofOperating ~~its~~Report ~~assets~~and toInterim Statement for the ~~Purchaser~~period ~~pursuant~~from December 31, 2001 to ~~the~~January 27, ~~Agreement.~~2002 ~~The~~in ~~effective~~connection ~~date of~~with the ~~closing~~Company’s ongoing proceeding under Chapter 11 of the ~~transaction~~U.S. ~~was~~Bankruptcy ~~12:01~~Code. Exhibit a99.m.1 to this Current Report on ~~January~~Form ~~28,~~8-K ~~2002.~~contains ~~The Purchaser~~the istext ~~affiliated~~of ~~with~~the ~~Cerberus~~Monthly ~~Capital~~Operating ~~Management~~Report and ~~Ableco Finance LLC,~~Interim ~~one~~Statement offiled with the ~~Company’s~~Bankruptcy ~~principal senior secured lenders~~Trustee.

The ~~aggregate~~Company ~~purchase~~cautions ~~price~~investors ~~consisted of: (a) the refinancing~~ and ~~assumption~~ bypotential ~~Purchaser~~investors ofnot up to ~~$39.5 million of the outstanding indebtedness~~place ~~due~~undue ~~under~~reliance upon the ~~Company’s~~information ~~Credit~~contained ~~Facilities;~~in ~~and (b)~~ the ~~assumption~~Monthly ofOperating ~~certain~~Report ~~other~~and ~~specified~~Interim ~~liabilities~~Statement. ofThe ~~the~~Monthly ~~Company~~Operating ~~set~~Report ~~forth~~and inInterim ~~the~~Statement contain ~~Agreement~~unaudited information. ~~The Purchaser~~There ~~contributed~~can ~~$6 million~~be inno ~~new~~assurance ~~capital~~that, tofrom the ~~transaction,~~ ~~approximately~~perspective ~~$5.0 million~~ of ~~which~~an isinvestor ~~currently~~or ~~available~~potential ~~for~~investor ~~working~~in ~~capital. The~~the Company’s ~~available~~securities, the ~~cash~~Monthly ~~after~~Operating ~~giving~~Report ~~effect~~or toInterim ~~the~~Statement ~~transaction~~are ~~was approximately $1~~complete.~~1 million,~~ ~~net~~The ofMonthly Operating ~~reserves~~Report ~~for~~and ~~retention~~Interim ~~payments~~Statement ~~and~~also ~~certain professional~~contain ~~fees,~~information for periods which ~~will~~may be ~~used~~shorter toor ~~pay~~otherwise ~~the~~different ~~Company’s~~from ~~administrative~~those ~~fees and~~required toin ~~pay~~ the Company’s reports ~~creditors~~pursuant ~~under~~to the ~~oversight~~Securities ~~and~~Exchange ~~procedures~~Act of ~~the~~1934, as amended (“Exchange ~~Bankruptcy~~Act”). ~~Court~~Such ~~and~~information may not be indicative of the Company’s ~~Estate~~financial condition ~~Representative.~~or Nooperating ~~amounts~~results ~~will ultimately~~for bethe ~~available~~periods ~~for~~which ~~distribution~~would tobe ~~the~~reflected in the Company’s ~~common~~financial ~~shareholders~~statements or in its reports pursuant to the Exchange Act.

In connection with the transaction, The Company’s senior lenders, The CIT Group/Business Credit, Inc., Ableco Finance LLC, A2 Funding LP and Ableco Holding LLC, executed termination and release agreements in favor of the Company releasing it from, among other things, any liability relating to the Company’s Credit Facilities.

The transaction was implemented through a sale under section 363 of the Bankruptcy Code, and was subject to higher and better offers as a result of a Bankruptcy Court-authorized bidding process.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

EXHIBIT NO.		DESCRIPTION
Exhibit No		Description
2.1*		Asset Purchase Agreement, dated as of December 18, 2001
99.1		Monthly Operating Report and Interim Statement for the period from December 31, 2001 to January 27, 2002 filed with the Bankruptcy Trustee on February 25, 2002
99.1		Press Release dated February 4, 2002

* Incorporated by reference to the Form 8-K filed by the Company with the Securities and Exchange Commission on December 27, 2001.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		OUTSOURCE INTERNATIONAL, INC.
		By: /s/ CAROLYN H. NOONAN
		Name: Carolyn H. Noonan Title: Estate Representative
Date:	February 6, 2002


		OUTSOURCE INTERNATIONAL, INC.





		By: /s/ Carolyn H. Noonan

		Name: Carolyn H. Noonan Title: Estate Representative

Date: March 11, 2002

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