ATC Restructures $8.2 Million in Debt to Equity

ATC Healthcare, Inc., (AMEX:AHN) a leader in medical
staffing, announced today that it has restructured $8.2 million in
debt into equity, through the issuance of shares of Series B
Convertible Preferred Stock of the Company. In connection with the
issuance of the shares, the remainder of the debt the Company issued
to acquire AllCare, which the Company sold this past April, was
retired. The Series B Convertible Preferred Stock, which is junior to
the Company's Series A Preferred Stock, accrues dividends at a rate of
5% per annum and has a liquidation preference of $8.2 million plus
unpaid cumulative dividends. It is convertible into Common Stock of
the Company at the option of the holder at a conversion price of $0.90
per share. As a result of this transaction, the company's Balance
Sheet will show stockholder equity in excess of $2 million.
   "I'm pleased that the company has been able to significantly
strengthen its balance sheet," said David Savitsky, Chief Executive
Officer. "We have been on an improving track in sales and operating
income and can now also demonstrate healthier financials as well. Our
strategic plan for ATC's growth and profitability are well under way."

   About ATC Healthcare, Inc.

   ATC is a national leader in medical staffing personnel to
hospitals, nursing homes, clinics, and other health care facilities
with 51 locations and conducts business in 31 states. ATC provides
supplemental staffing, outsourcing and human resources solutions to
hospitals, nursing homes, medical and research facilities and
industry. Drawing from a pool of over 15,000 healthcare professionals
spanning more than 50 specialties, the Company supplies both clinical
and non-clinical personnel for short-term, long-term, and "traveling"
contract assignments. To learn more about the company's services,
visit their web site at www.atchealthcare.com.

   This press release contains forward-looking statements. Actual
results could differ materially from those projected in the
forward-looking statements. Additional information concerning factors
that could cause actual results to differ materially from those in the
forward-looking statements is contained in ATC Healthcare, Inc. Annual
Report on Form 10-K/A for the year ended February 28, 2005 as filed
with the Securities and Exchange Commission on July 29, 2005.