UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 1, 2017

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Cross Country Healthcare, Inc.
(Exact name of registrant as specified in its charter)

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5201 Congress Avenue, Boca Raton, FL 33487
(Address of Principal Executive Office) (Zip Code)

(561) 998-2232
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02     Results of Operations and Financial Condition

(a)  On March 1, 2017, Cross Country Healthcare, Inc. (“the Company”) issued a press release announcing results for the fourth  quarter and full year ended December 31, 2016, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. This information is being furnished under Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.

Section 7 – Regulation FD

Item 7.01     Regulation FD Disclosure

Incorporated by reference is a press release issued by the Company on March 1, 2017, which is attached hereto as Exhibit 99.1. This information is being furnished under Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.

Section 9 – Financial Statements and Exhibits

Item 9.01     Financial Statements and Exhibits

(d) Exhibits

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, hereunto duly authorized.

Exhibit 99.1

Cross Country Healthcare Announces Fourth Quarter and Full Year 2016 Financial Results

BOCA RATON, Fla.--(BUSINESS WIRE)--March 1, 2017--Cross Country Healthcare, Inc. (NASDAQ: CCRN) today announced financial results for its fourth quarter and full year ended December 31, 2016.

FINANCIAL HIGHLIGHTS:

Amounts are in thousands, except percent and per share data.

* Refer to tables and discussion of Non-GAAP financial measures below.

“This quarter we grew revenue faster than anticipated due to strong demand from new and existing customers. In addition, were it not for higher healthcare and workers' compensation experience related to the fourth quarter, we would have exceeded our guidance for Adjusted EBITDA,” stated William J. Grubbs, President and Chief Executive Officer. “As a result of the significant number of business wins over the past year, we increased our level of investments in staff and candidate attraction in the fourth quarter and our outlook includes a continuation of these investments in the first quarter of 2017. By taking full advantage of these new business wins, we expect to grow revenue in our Nurse and Allied segment at double digits in 2017 and continue to improve the revenue trends of our other business segments.” Grubbs added, “Over the past few years, we have significantly improved Cross Country Healthcare’s operations which has given us revenue momentum that we believe is sustainable given the strong market conditions, a stable economy, and our improved execution.”

Fourth quarter consolidated revenue was $222.5 million, an increase of 15% year-over-year and 4% sequentially. Consolidated gross profit margin was 25.9%, down 20 basis points year-over-year and down 120 basis points sequentially as a result of increased healthcare and workers' compensation costs. Net loss attributable to common shareholders was $7.9 million compared to $6.1 million in the prior year. The 2016 fourth quarter included a loss on the derivative liability of $14.2 million compared to a $9.5 million loss in the prior year. Diluted EPS was a loss of $0.24 per share compared to a loss of $0.19 per share in the prior year. Adjusted EBITDA was $12.0 million or 5.4% of revenue, as compared with $10.9 million or 5.7% of revenue in the prior year. Adjusted EPS was $0.20 compared to $0.18 in the prior year.

For the year ended December 31, 2016, consolidated revenue was $833.5 million, an increase of 9% year-over-year. Consolidated gross profit margin was 26.6%, up 90 basis points year-over-year. Net income attributable to common shareholders was $8.0 million, or $0.15 per diluted share, compared to $4.4 million or $0.14 per diluted share in the prior year. Adjusted EBITDA was $44.7 million or 5.4% of revenue, as compared with $37.6 million or 4.9% of revenue in the prior year. Adjusted EPS was $0.69 compared to $0.54 in the prior year.

Quarterly Business Segment Highlights

Nurse and Allied Staffing

Revenue from Nurse and Allied Staffing increased 20% year-over-year and 4% sequentially. Contribution income was $18.1 million, up from $15.4 million in the prior year. The year-over-year increase in revenue and contribution income resulted predominantly from organic growth and improved pricing and, to a lesser extent, the impact of the Mediscan acquisition. Average field FTEs increased to 7,156 from 6,792 in the prior year. Revenue per FTE per day was $295 compared to $259 in the prior year, driven primarily by improved pricing.

Physician Staffing

Revenue from Physician Staffing decreased 9% year-over-year and 1% sequentially, primarily due to a decrease in volume. Contribution income was $2.3 million, down from $2.7 million in the prior year. Compared to the prior year, total days filled decreased to 14,521 from 18,131 and revenue per day filled increased to $1,599 from $1,392 due to improved pricing and mix of business.

Other Human Capital Management Services

Revenue from Other Human Capital Management Services was $3.7 million, a decrease of 3% year-over-year and an increase of 12% sequentially. The sequential increase was due to growth in our executive search business. Contribution income was a loss of $0.3 million, compared to income of $0.1 million in the prior year.

Cash Flow and Balance Sheet Highlights

Cash flow used in operating activities for the current quarter was $2.1 million compared to $0.6 million used in the same period of the prior year. Cash flow provided by operating activities for the full year was $30.1 million compared to $18.2 million in the prior year. At December 31, 2016, the Company had $20.6 million in cash and cash equivalents, $39.5 million of term loan and $25.0 million of convertible notes at par. There were no borrowings drawn on its $100.0 million revolving credit facility, and $22.2 million of letters of credit outstanding, leaving $77.8 million available for borrowings under the revolving credit facility.

Outlook for First Quarter 2017

The estimates above are based on current management expectations and, as such, are forward-looking and actual results may differ materially. These ranges do not include the potential impact of any future divestitures, mergers, acquisitions or other business combinations, any impairment charges or valuation allowances, any acquisition-related measurement period adjustments, changes in debt structure, or any material legal or restructuring charges.

INVITATION TO CONFERENCE CALL

The Company will hold its quarterly conference call on Thursday, March 2, 2017, at 9:00 A.M. Eastern Time to discuss its fourth quarter and full year 2016 financial results. This call will be webcast live and can be accessed at the Company's website at www.crosscountryhealthcare.com or by dialing 800-857-6331 from anywhere in the U.S. or by dialing 517-623-4781 from non-U.S. locations - Passcode: Cross Country. A replay of the webcast will be available from March 2nd through March 16th at the Company's website and a replay of the conference call will be available by telephone by calling 800-391-9854 from anywhere in the U.S. or 402-220-9828 from non-U.S. locations - Passcode: 2017.

ABOUT CROSS COUNTRY HEALTHCARE

Cross Country Healthcare is a national leader in providing innovative healthcare workforce solutions and staffing services. Our solutions leverage our nearly 40 years of expertise and insight to assist clients in solving complex labor-related challenges while maintaining high quality outcomes. We are dedicated to recruiting and placing highly qualified healthcare professionals in virtually every specialty and area of expertise. With more than 9,500 active contracts, our diverse client base includes both clinical and nonclinical settings, servicing acute care hospitals, physician practice groups, outpatient and ambulatory-care centers, nursing facilities, both public schools and charter schools, rehabilitation and sports medicine clinics, government facilities, and homecare. Through our national staffing teams and network of 74 office locations, we are able to place clinicians on travel and per diem assignments, local short-term contracts and permanent positions. We are a market leader in providing flexible workforce management solutions, which include managed services programs (MSP), internal resource pool consulting and development, electronic medical record (EMR) transition staffing, recruitment process outsourcing, predictive modeling, and other outsourcing and consultative services. In addition, we provide both retained and contingent placement services for healthcare executives, physicians, and other healthcare professionals.

Copies of this and other news releases as well as additional information about Cross Country Healthcare can be obtained online at www.crosscountryhealthcare.com. Shareholders and prospective investors can also register to automatically receive the Company's press releases, SEC filings and other notices by e-mail.

NON-GAAP FINANCIAL MEASURES

This press release and accompanying financial statement tables reference non-GAAP financial measures. Such non-GAAP financial measures are provided as additional information and should not be considered substitutes for, or superior to, financial measures calculated in accordance with U.S. GAAP. Such non-GAAP financial measures are provided for consistency and comparability to prior year results; furthermore, management believes they are useful to investors when evaluating the Company's performance as they exclude certain items that management believes are not indicative of the Company's operating performance. Pro forma measures are adjusted to include the results of our acquisitions, and exclude the results of divestments, as if the transactions occurred in the beginning of the periods mentioned. Such non-GAAP financial measures may differ materially from the non-GAAP financial measures used by other companies. The financial statement tables that accompany this press release include a reconciliation of each non-GAAP financial measure to the most directly comparable U.S. GAAP financial measure and a more detailed discussion of each financial measure; as such, the financial statement tables should be read in conjunction with the presentation of these non-GAAP financial measures.

FORWARD LOOKING STATEMENT

In addition to historical information, this press release contains statements relating to our future results (including certain projections and business trends) that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the “safe harbor” created by those sections. Forward-looking statements consist of statements that are predictive in nature, depend upon or refer to future events. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, “suggests”, “appears”, “seeks”, “will”, and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. These factors include, but are not limited to, the following: our ability to attract and retain qualified nurses, physicians and other healthcare personnel, costs and availability of short-term housing for our travel healthcare professionals, demand for the healthcare services we provide, both nationally and in the regions in which we operate, the functioning of our information systems, the effect of cyber security risks and cyber incidents on our business, the effect of existing or future government regulation and federal and state legislative and enforcement initiatives on our business, our clients' ability to pay us for our services, our ability to successfully implement our acquisition and development strategies, including our ability to successfully integrate acquired businesses and realize synergies from such acquisitions, the effect of liabilities and other claims asserted against us, the effect of competition in the markets we serve, our ability to successfully defend the Company, its subsidiaries, and its officers and directors on the merits of any lawsuit or determine its potential liability, if any, and other factors set forth in Item 1A. “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2015, and our other Securities and Exchange Commission filings made prior to the date hereof.

Although we believe that these statements are based upon reasonable assumptions, we cannot guarantee future results and readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date of this press release. There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors' likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) our strategy, which is based in part on this analysis, will be successful. The Company undertakes no obligation to update or revise forward-looking statements. All references to “we”, “us”, “our”, or “Cross Country” in this press release mean Cross Country Healthcare, Inc. and its subsidiaries.

CONTACT:
Cross Country Healthcare, Inc.
William J. Grubbs, 561-237-6202
President and Chief Executive Officer
wgrubbs@crosscountry.com