SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Greene Greg (Last) (First) (Middle) CROSS COUNTRY EDUCATION, INC. 1645 MURFREESBORO ROAD, SUITE J (Street) NASHVILLE TN 37217 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/16/2005	3. Issuer Name and Ticker or Trading Symbol CROSS COUNTRY HEALTHCARE INC [ CCRN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President, Cross Country Educa	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	43	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	02/14/2014	Common Stock	3,000	18.465	D
Employee Stock Option (right to buy)	(2)	02/16/2015	Common Stock	10,000	15.6	D

Explanation of Responses:

1. The option is subject to the vesting schedule set forth in the Amended and Restated Stock Option Plan of the Company. The option is currently exercisable as to 750 shares. The option will be exercisable as to 1,500 shares as of February 4, 2006, 2,250 as of February 4, 2007 and 3,000 as of February 4, 2008.

2. The option is subject to the vesting schedule set forth in the Amended and Restated Stock Option Plan of the Company. The option is not currently exercisable. The option will be exercisable as to 2,500 shares as of February 16, 2006, 5,000 as of February 16, 2007, 7,500 as of February 16, 2008 and 10,000 as of February 16, 2009.

	/s/Gregory Greene	02/25/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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