SC TO-I/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(Rule 14d-100)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of The Securities Exchange Act of 1934

(Amendment No. 4)

Spherion Corporation
(Name of Subject Company (Issuer))

SPHERION CORPORATION
(Name of Filing Person (Offeror))

Options to Purchase Common Stock, Par Value $.01 Per Share, under the Spherion Corporation 2000 Stock Incentive Plan (formerly the Interim Services Inc. 2000 Stock Incentive Plan), the Interim Services Inc. Amended and Restated 1998 Stock Incentive Plan, the Interim Services Inc. 1998 Stock Incentive Plan, the Interim Services Inc. 1997 Long-Term Executive Compensation and Outside Director Stock Option Plan, the Interim Services Inc. 1993 Long-Term Executive Compensation Plan and the Norrell Corporation 1994 Stock Incentive Plan

(Title of Class of Securities)

848420105
(CUSIP Number of Class of Securities)

Lisa G. Iglesias
Vice President, General Counsel and Secretary
Spherion Corporation
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309
(954) 938-7600
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing person)

Copy to:
Jonathan L. Awner, Esq.
Akerman, Senterfitt & Eidson, P.A.
One S.E. 3^rd Avenue, 28^th Floor
Miami, Florida 33131
(305) 374-5600

Calculation of Filing Fee

Transaction valuation*		Amount of filing fee
$	19,438,652	$	3,888

* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 2,961,719 shares of common stock of Spherion Corporation having an aggregate value of $19,438,652 will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes Option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction.

/x/Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $3,888.

Form or Registration No.: Schedule TO.

Filing party: Spherion Corporation.

Date filed: December 21, 2001.

/ /Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

/ /third party tender offer subject to Rule 14d-1. /x/ issuer tender offer subject to Rule 13e-4. / / going-private transaction subject to Rule 13e-3. / / amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. /x/

This final Amendment to the Tender Offer Statement on Schedule TO is being filed by Spherion Corporation, a Delaware corporation ("Spherion"), pursuant to Section 13(e) of the Securities Exchange Act of 1934 in connection with its offer to exchange all of its currently outstanding options to purchase common stock having an exercise price equal to or greater than $18.00 per share that were issued under the Spherion Corporation 2000 Stock Incentive Plan (formerly the Interim Services Inc. 2000 Stock Incentive Plan), the Interim Services Inc. Amended and Restated 1998 Stock Incentive Plan, the Interim Services Inc. 1998 Stock Incentive Plan, the Interim Services Inc. 1997 Long-Term Executive Compensation and Outside Director Stock Option Plan, the Interim Services Inc. 1993 Long-Term Executive Compensation Plan and the Norrell Corporation 1994 Stock Incentive Plan for replacement options to purchase common stock that will be issued under the 2000 Stock Incentive Plan on August 9, 2002, or a later date if the offer is extended. Options that vest (or whose vesting accelerates) based on something other than the passage of time (e.g., based on revenue targets or targeted stock trading prices), or that would ordinarily expire before the date that the new options are issued, are excluded from this offer. This offer was made subject to the terms and conditions set forth in the Offer to Exchange that was attached to this Schedule TO as Exhibit (a)(1).

Item 4.    Terms of the Transaction.

        Item 4 of the Schedule TO is hereby amended and supplemented as follows:

        The Offer to Exchange expired at 5:00 p.m. Eastern Standard Time on Thursday, January 31, 2002. Pursuant to the Offer to Exchange, Spherion accepted for exchange options to purchase an aggregate of 2,223,578 shares of common stock. Upon the terms and subject to the conditions set forth in the Offer to Exchange, on August 9, 2002 Spherion will issue replacement options to purchase up to an aggregate of 889,431 shares of common stock in exchange for the options surrendered pursuant to the Offer to Exchange.

Item 12.    Exhibits

        Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibits:

        (a)(16)    Press Release issued by Spherion Corporation on February 1, 2002.
        (a)(17) Form of e-mail to eligible option holders confirming acceptance of tendered options.

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 to Schedule TO is true, complete and correct.

February 1, 2002	SPHERION CORPORATION
	By:	/s/  ROY KRAUSE
	Title:	Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Description
(a)(1)	Offer to Exchange, dated December 21, 2001.*
(a)(2)	Form of Election Form.*
(a)(3)	Form of Withdrawal Form.*
(a)(4)	Form of e-mail letter to eligible option holders.*
(a)(5)	Form of letter to eligible option holders.*
(a)(6)	Spherion Corporation Annual Report on Form 10-K for its fiscal year ended December 29, 2000, filed with the SEC on March 16, 2001, which is incorporated herein by reference.
(a)(7)	Spherion Corporation Quarterly Report on Form 10-Q for its fiscal quarter ended September 28, 2001, filed with the SEC on November 13, 2001, which is incorporated herein by reference.
(a)(8)	Question and answer memo sent to eligible option holders.*
(a)(9)	Form of Personnel Option Status Report.*
(a)(10)	Press Release issued by Spherion Corporation on December 21, 2001.*
(a)(11)	Revised Press Release issued by Spherion Corporation on December 21, 2001.*
(a)(12)	Voicemail communication from Bob Livonius, Chief Operating Officer and Executive Vice President on December 21, 2001.*
(a)(13)	Form of e-mail to eligible option holders confirming receipt of Election Form.*
(a)(14)	Form of e-mail to eligible option holders regarding conference call.*
(a)(15)	Form of e-mail reminder to eligible option holders.*
(a)(16)	Press Release issued by Spherion Corporation on February 1, 2002.
(a)(17)	Form of e-mail to eligible option holders confirming acceptance of tendered options.
(d)(1)	Spherion Corporation 2000 Stock Incentive Plan (formerly the Interim Services Inc. 2000 Stock Incentive Plan), filed as Exhibit 10.22 to Spherion Corporation's Annual Report on Form 10-K for its fiscal year ended December 29, 2000, filed with the SEC on March 16, 2001, which is incorporated herein by reference.
(d)(2)	Interim Services Inc. Amended and Restated 1998 Stock Incentive Plan, filed as Exhibit A to Spherion Corporation's Proxy Statement, filed with the SEC on April 2, 1999, which is incorporated herein by reference.
(d)(3)	Interim Services Inc. 1998 Stock Incentive Plan, filed as Exhibit B to Spherion Corporation's Proxy Statement, filed with the SEC on March 12, 1998, which is incorporated herein by reference.
(d)(4)	Interim Services Inc. 1997 Long-Term Executive Compensation and Outside Director Stock Option Plan, filed as Exhibit I to Spherion Corporation's Proxy Statement, filed with the SEC on April 10, 1997, which is incorporated herein by reference.
(d)(5)	Interim Services Inc. 1993 Long-Term Executive Compensation Plan, filed as Exhibit A to Spherion Corporation's Proxy Statement, filed with the SEC on March 28, 1996, which is incorporated herein by reference.
(d)(6)	Norrell Corporation 1994 Stock Incentive Plan, filed as Exhibit 10.27 to Norrell Corporation's Registration Statement on Form S-1, filed with the SEC on June 10, 1994, which is incorporated herein by reference.
(d)(7)	Form of Option Agreement issued pursuant to the Spherion Corporation 2000 Stock Incentive Plan.*

*

Previously filed as an exhibit to the Schedule TO.

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Item 4. Terms of the Transaction.
Item 12. Exhibits

SIGNATURE
INDEX TO EXHIBITS

EX-99.(A)(16)

Investor Contact: Teri Miller
(954) 351-8216
terilmiller@spherion.com

Media Contact: Patricia Johnson
(954) 938-7661

FOR IMMEDIATE RELEASE
patriciajohnson@spherion.com

SPHERION ANNOUNCES EXPIRATION OF STOCK OPTION EXCHANGE OFFER

        FT. LAUDERDALE, Fla., February 1, 2002—Spherion Corporation (NYSE: SFN) today announced the expiration of its stock option exchange offer on January 31, 2002. Spherion employees tendered options to purchase a total of 2,223,578 shares of the company's common stock in response to the exchange offer. All of the options tendered were accepted for exchange and cancelled effective January 31, 2002.

        On August 9, 2002, for every 2¹/2 options cancelled, Spherion will grant 1 new option to each person who tendered options for exchange and who remains a Spherion employee through that date. In the aggregate, Spherion will issue options to purchase up to 889,431 shares of Spherion common stock. The new options will have an exercise price equal to the market value of Spherion common stock on August 9, 2002, and will vest over a two year period from that date.

        The terms and conditions of the exchange offer are set forth in a Tender Offer Statement on Schedule TO that Spherion filed with the Securities and Exchange Commission on December 21, 2001, as amended to date.

        Spherion Corporation provides Recruitment, Outsourcing and Technology services. Founded in 1946, with operations in the U.S., Europe and Asia/Pacific, Spherion helps companies efficiently plan, acquire and optimize talent to improve their bottom line. Visit the Company's web site at www.spherion.com.

EX-99.(A)(17)

FORM OF E-MAIL ACCEPTING OPTIONS FOR EXCHANGE

Subject: Your Options Accepted for Exchange

Our option exchange offer expired at 5:00 p.m., Eastern time on January 31, 2002. Prior to the expiration of the exchange offer, you tendered the following option grant(s) for exchange:

Original Grant Date Number of Options Granted

Spherion has accepted for exchange, and has cancelled, each of such options.

Subject to the terms and conditions set forth in the Offer to Exchange Outstanding Options Under Eligible Stock Option Plans dated December 21, 2001 and the Election Form, as each may have been amended, we will grant to you, on August 9, 2002, new options to purchase ____ shares of Spherion common stock.

If you have any questions regarding the stock option exchange program, please contact Lisa Iglesias, Vice President, General Counsel and Secretary, by e-mail at lisaiglesias@spherion.com or by telephone at (954) 351-8370.