HOUSTON, July 17 /PRNewswire/ -- CORESTAFF, Inc. (Nasdaq: CSTF), one of
the largest national providers of information technology and staffing
services, today announced that it filed a registration statement with the
Securities and Exchange Commission relating to a proposed public offering of
$180 million of Convertible Subordinated Notes due 2004.  The net proceeds to
CORESTAFF from the sale of the notes will be used to retire outstanding debt.
    Concurrently with the notes offering, certain selling stockholders of the
company are offering to sell 6 million shares of common stock.
    The notes offering will be underwritten by Morgan Stanley Dean Witter,
Goldman, Sachs & Co., Alex. Brown & Sons Incorporated, Donaldson, Lufkin &
Jenrette Securities Corporation, Montgomery Securities and The Robinson-
Humphrey Company, Inc.  The common stock offering will be comprised of an
offering in the United States and Canada managed by the same underwriters as
the notes offering and an international offering managed by Morgan Stanley
Dean Witter, Goldman Sachs International, Alex. Brown & Sons Incorporated,
Donaldson, Lufkin & Jenrette International, Montgomery Securities and the
Robinson-Humphrey Company, Inc.  When available, copies of the preliminary
prospectuses may be obtained from Morgan Stanley Dean Witter, 1585 Broadway,
New York, N.Y., 10036.
    Established in 1993, CORESTAFF, Inc. has become one of the largest
national providers of information technology (IT) services and staffing
services through its two business groups:  the IT Services Group, which is
comprised of COMSYS Information Technology Services and the IT Solutions unit,
and the Staffing Services Group, which operates under the name CORESTAFF
Services.  The Company, with pro forma revenues in excess of $925 million,
operates 147 branches in 28 states, the District of Columbia, the United
Kingdom and India.
    A registration statement relating to these securities has been filed with
the Securities and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement become effective.  This press release
shall not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.

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