SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -----------------------

                                    FORM 10-Q


 X         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---        EXCHANGE ACT OF 1934


For the quarterly period ended         March 31, 1997
                              -------------------------------------------------

                                       OR

           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---        EXCHANGE ACT OF 1934

For the transition period from                   to
                               -----------------    ---------------------------

                         Commission file number 0-11876
                                                -------

                         Uniforce Services, Inc.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            New York                                   13-1996648
--------------------------------               --------------------------------
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                    Identification No.)

415 Crossways Park Drive, Woodbury, NY                  11797
---------------------------------------        --------------------------------
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code    (516) 437-3300
                                                      -------------------------

           Indicate  by check  mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
Yes    X     No        
    ------       ------

           APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the
latest practical date.  3,033,543 (as of May 2, 1997).
<PAGE>
                             UNIFORCE SERVICES, INC.
                           -------------------------

                                      INDEX
                                      -----

                                                                       Page No.
Part I Financial Information:                                          -------
----------------------------
Item 1.    Consolidated Condensed Financial Statements

           Consolidated condensed statements of - 
             earnings three months ended March 31, 1997
             and 1996 (unaudited)                                         1

           Consolidated condensed balance sheets -
              March 31, 1997 (unaudited) and December
              31, 1996                                                    2

           Consolidated  condensed  statements  of 
              cash flows - three  months
              ended March 31, 1997 and 1996
              (unaudited)                                                 3

           Notes to consolidated condensed financial
              statements (unaudited)                                      4


Item 2.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations                         5

Part II Other Information:

Item 1. Legal Proceedings                                                 9

Item 6. Exhibits and Reports on Form 8-K                                  9
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                    UNIFORCE SERVICES, INC. AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                               March 31,
                                                                              -----------------------------------------

                                                                                  1997                         1996
                                                                                  ----                         ----
<S>                                                                           <C>                           <C>        
Sales of supplemental staffing
 services                                                                     $39,590,105                   $30,763,328
Service revenues and fees                                                       1,614,915                     1,716,005
                                                                              -----------                   -----------
  Total revenues                                                               41,205,020                    32,479,333
                                                                              -----------                   -----------

Costs and expenses:
  Cost of supplemental staffing
    services                                                                   31,552,078                    24,113,367
  Licensees' share of gross
    margin                                                                      2,105,407                     1,810,375
  General and administrative                                                    5,389,920                     4,851,348
  Depreciation and amortization                                                   294,554                       211,784
                                                                              -----------                   -----------

  Total costs and expenses                                                     39,341,959                    30,986,874
                                                                              -----------                   -----------

Earnings from operations                                                        1,863,061                     1,492,459

Other income (expense):
  Interest - net                                                                 (533,091)                     (435,587)
  Other income                                                                      4,993                         1,956
                                                                              -----------                   -----------

Earnings before provision for
 income taxes                                                                   1,334,963                     1,058,828

Provision for income taxes                                                        507,000                       402,000
                                                                              -----------                   -----------


NET EARNINGS                                                                  $   827,963                   $   656,828
                                                                              ===========                   ===========

Weighted average number
 of shares outstanding                                                          3,200,657                     3,353,338

NET EARNINGS PER SHARE                                                        $       .26                   $       .20
                                                                              ===========                   ===========

</TABLE>
See accompanying notes to consolidated condensed financial statements.

                                        1
<PAGE>
                    UNIFORCE SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                                    March 31,         December 31,
                                                                                                       1997               1996
                                                                                                    ---------          -----------

                                                                                                   (Unaudited)

                                     ASSETS
                                     ------

<S>                                                                                                <C>                 <C>         
CURRENT ASSETS:
  Cash and cash equivalents                                                                        $  4,900,059        $  5,283,422
  Accounts receivable - net                                                                          18,644,994          17,224,885
  Funding and service fees
    receivable - net                                                                                 18,671,753          18,759,814
  Prepaid expenses and other
    current assets                                                                                      967,057           1,798,020
  Deferred income taxes                                                                                 201,149             201,149
                                                                                                   ------------        ------------

  Total current assets                                                                               43,385,012          43,267,290
                                                                                                   ------------        ------------

Fixed assets - net                                                                                    4,170,028           3,775,661
Deferred costs and other assets - net                                                                 1,383,710           1,538,189
Cost in excess of fair value of net
 assets acquired                                                                                      6,299,556           6,388,240
                                                                                                   ------------        ------------

                                                                                                   $ 55,238,306        $ 54,969,380
                                                                                                   ============        ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES:
  Loan payable                                                                                     $  1,062,500        $  1,000,000
  Payroll and related taxes payable                                                                   8,930,123           6,372,319
  Payable to licensees and clients                                                                    1,565,998           1,484,238
  Income taxes payable                                                                                  212,437                --
  Accrued expenses and
    other liabilities                                                                                 3,524,694           5,408,070
                                                                                                   ------------        ------------

  Total current liabilities                                                                          15,295,752          14,264,627
                                                                                                   ------------        ------------

Loan payable - non-current                                                                           24,187,500          25,750,000
Capital lease obligation - non-current                                                                  681,970             732,658

STOCKHOLDERS' EQUITY:
  Common stock $.01 par value                                                                            51,178              51,098
  Additional paid-in capital                                                                          8,939,080           8,825,128
  Retained earnings                                                                                  28,033,420          27,296,463
                                                                                                   ------------        ------------
                                                                                                     37,023,678          36,172,689

  Treasury stock, at cost, 2,084,245
           shares in 1997 and 1996                                                                  (21,950,594)        (21,950,594)
                                                                                                   ------------        ------------

         Total stockholders' equity                                                                  15,073,084          14,222,095
                                                                                                   ------------        ------------

                                                                                                   $ 55,238,306        $ 54,969,380
                                                                                                   ============        ============
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        2
<PAGE>
                    UNIFORCE SERVICES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                Three Months Ended March 31,
                                                                                                ----------------------------
                                                                                              1997                          1996
                                                                                              ----                          ----
<S>                                                                                       <C>                          <C>         
Cash flows from operating activities:
 Net earnings                                                                             $    827,963                 $    656,828
 Adjustments to reconcile net
  earnings to net cash provided
  by operating activities:
    Depreciation and amortization                                                              294,554                      211,784
    (Increase) decrease in receivables
      and prepaid expenses                                                                    (501,085)                     686,716
    Stock option compensation expense                                                            4,500                        4,500
    Increase in liabilities                                                                  1,019,311                      846,332
                                                                                          ------------                 ------------
Net cash provided by operating
  activities                                                                                 1,645,243                    2,406,160
                                                                                          ------------                 ------------

Cash flows from investing activities:
 Purchases of fixed assets                                                                    (556,220)                    (264,024)
 (Increase) decrease in deferred costs
  and other assets                                                                              59,775                      (52,003)
                                                                                          ------------                 ------------
Net cash (used) by investing activities                                                       (496,445)                    (316,027)
                                                                                          ------------                 ------------

Cash flows from financing activities:
 Principal payments on capital lease
  obligations                                                                                  (50,687)                        --
 Increase (decrease) in loan payable                                                        (1,500,000)                  12,812,500
 Cash dividends paid                                                                           (91,006)                     (91,613)
 Purchase of treasury stock                                                                       --                    (14,146,818)
 Proceeds from issuance of
  common stock                                                                                 109,532                      601,816
                                                                                          ------------                 ------------
Net cash (used) by financing
 activities                                                                                 (1,532,161)                    (824,115)
                                                                                          ------------                 ------------

Net increase (decrease) in cash and cash
 equivalents                                                                                  (383,363)                   1,266,018
 Cash and cash equivalents at
  beginning of period                                                                        5,283,422                    6,444,859
                                                                                          ------------                 ------------
 Cash and cash equivalents at
  end of period                                                                           $  4,900,059                 $  7,710,877
                                                                                          ============                 ============

Supplemental disclosures:
 Cash paid for:
  Interest                                                                                $    622,383                 $    256,142
                                                                                          ------------                 ------------
  Income taxes                                                                            $    108,235                 $    304,834
                                                                                          ------------                 ------------


</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        3
<PAGE>
                    UNIFORCE SERVICES, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   PRINCIPLES OF CONSOLIDATION

     The  consolidated  financial  statements  include the  accounts of Uniforce
Services,   Inc.  and  its  wholly-owned   subsidiaries  (the  "Company").   All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

2.   CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

     The  consolidated   condensed  financial   statements,   as  shown  in  the
accompanying  index,  have been prepared by the Company  without  audit.  In the
opinion of management,  all  adjustments  (which  include only normal  recurring
adjustments)  necessary to present  fairly the  financial  position,  results of
operations and cash flows at March 31, 1997, and for all periods  presented have
been made.

     Certain  information  and  footnote   disclosures,   normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles,  have been condensed,  reclassified or omitted. It is suggested that
these be read in  conjunction  with the  consolidated  financial  statements and
notes thereto included in the Company's December 31, 1996 financial  statements.
The  results  of  operations  for  the  period  ended  March  31,  1997  are not
necessarily  indicative of the  operating  results which may be achieved for the
full year.

     Tax accruals have been made based on estimated  effective  annual tax rates
for the periods presented.

3.   CONTINGENCIES

     In April 1994,  various prior insurance  carriers and their  not-for-profit
trade  association  filed a civil action  against the Company,  its officers and
various other parties.  The Plaintiffs allege breach of contract and tort causes
of action for  underpayment of premiums.  The Company denies the validity of the
Plaintiffs' claims. The Company has asserted substantial claims in opposition to
the Plaintiffs'  claims.  Additionally,  the Company and its  subsidiaries  have
filed suit against various prior worker  compensation  carriers  alleging claims
mismanagement.  Management regards as unlikely that the outcome of those actions
will have a material adverse effect on the financial position of the Company.

                                        4
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

     Total revenues  increased by $8,725,687,  or 26.9%, from $32,479,333 in the
first  quarter of 1996 to  $41,205,020  in the first  quarter of 1997.  Sales of
supplemental  staffing services increased by $8,826,777 for the first quarter of
1997 as compared to 1996.  PrO  Unlimited(R)  sales  increased by  $2,771,183 or
32.5% for the first  quarter of 1997 as compared to 1996.  Uniforce  Information
Services/Brannon & Tully(R) sales increased by $2,367,841 or 30.9% for the first
quarter of 1997 as compared to 1996.  Further  contributing  to the  increase in
sales was the  Company's  acquisition  in May 1996 of certain  assets of Montare
International,   a  provider   of   information   technology   ("IT")   contract
professionals.  This acquisition  contributed  $1,825,419 of sales for the first
quarter of 1997.

     The  Company's  strategy  is to expand  through the  development  of higher
margin professional  services such as IT, technical,  automated office and other
professional  support services as well as services provided by its PrO Unlimited
subsidiary,  while continuing to reduce the percentage of its sales derived from
light industrial  assignments.  In addition,  the Company intends to continue to
pursue  acquisitions of established  independent  supplemental staffing service
companies that offer specialty services.

     Service  revenues and fees  decreased by 5.9% from  $1,716,005 in the first
quarter of 1996 to $1,614,915 in the first  quarter of 1997.  Increased  service
revenues and fees generated by Temporary Help Industry Servicing  Company,  Inc.
("THISCO(R)")  and its subsidiaries were more than offset by the loss of service
revenues due to the contract  termination  of one major client and the Company's
elimination of certain high risk business relating to Brentwood Service Group(R)
("Brentwood").

     System-wide  sales,  which includes sales of associated offices serviced by
THISCO and  Brentwood,  increased  $8,031,344 or 10.3% from  $78,316,429  in the
first quarter of 1996 to $86,347,773 in the first quarter of 1997.

     Cost of supplemental  staffing  services was 79.7% of sales of supplemental
staffing  services in the first  quarter of 1997  compared to 78.4% in the first
quarter of 1996. The higher percentage in the first quarter of 1997 was a result
of  increased  sales of PrO  Unlimited,  which  have a high  percentage  payroll
expense in relation to sales.

     Licensees' share of gross margin is principally  based upon a percentage of
the gross margin generated from sales by licensed offices. The gross margin from
sales of supplemental  staffing  services  amounted to $8,038,027 and $6,649,961
for the first quarter of 1997 and 1996, respectively.  Licensees' share of gross
margin was 26.2% in the first quarter of 1997 as compared to 27.2% for the first
quarter of 1996.  The lower share as a percentage  of total gross margin in 1997
is due to increased sales of Uniforce  Information  Services/Brannon & Tully and
Uniforce  Information  Services/Montare  International  for  which  there are no
related licensee  distributions  and to the increased sales of PrO Unlimited for
which there are limited distributions.

                                        5
<PAGE>
     General and  administrative  expenses increased by $538,572 or 11.1% during
the first  quarter  of 1997 as  compared  to the  first  quarter  of 1996.  This
increase  resulted  principally  from higher payroll and  recruiting  costs with
respect  to  permanent  staff,   expenses   relating  to  Uniforce   Information
Services/Montare  International  operations  (acquired  in May 1996) and  higher
facility costs.  These increases were partially  offset during the first quarter
by a reduction of professional  costs  associated with the Company's  litigation
described in Note 3 of the consolidated  condensed financial  statements,  after
giving consideration to certain insurance coverages.

     Net interest expense  increased by $97,504 during the first quarter of 1997
as compared to the first quarter of 1996.  The increase in interest  expense for
the 1997 period  compared to 1996 is a result of  increased  borrowings  for the
acquisition of Montare  International and increased working capital requirements
due to the continued growth in the Company's business.

     As a result of the factors discussed above, net earnings increased by 26.1%
from $656,828  ($.20 per share) in the first  quarter of 1996 to $827,963  ($.26
per share) in the first quarter of 1997.

FINANCIAL CONDITION

     As  of  March  31,  1997,  the  Company's   working  capital  decreased  to
$28,089,260,  as compared to $29,002,663 at December 31, 1996. This decrease was
due  primarily to cash flow from the  continuing  profitable  operations  of the
Company being used to repay a portion of the loan payable, by the acquisition of
fixed assets and the payment of the cash dividends.

     During the first three months of 1997,  the Company  paid a quarterly  cash
dividends on shares of its Common Stock at $.03 per share ($91,006).

     On December 8, 1995,  the Company  entered in an agreement with a financial
institution  creating a  three-year  $35,000,000  credit  facility  (the "Credit
Facility").  The  Credit  Facility  comprises  a  term  loan  in the  amount  of
$3,000,000  (the "Term Loan") to be paid in monthly  installments  of $62,500 in
1996, $83,333 in 1997 and $104,167 in 1998, with the balance  outstanding due on
December 1, 1998, and a $32,000,000  revolving  credit  facility (the "Revolving
Facility"),  which expires on December 1, 1998.  The Company may borrow  against
the Revolving  Facility up to 85% of eligible  accounts  receivable and eligible
service  and  funding  fees  receivable.  The Term Loan  bears  interest  at the
Company's election at either the lender's floating base rate plus .25%, or LIBOR
(London  Interbank  Offered  Rate) plus 2.25%.  Borrowings  under the  Revolving
Facility bear interest at the Company's election at either the lender's floating
base rate,  or LIBOR plus  2.125%.  Borrowings  under the  Credit  Facility  are
secured by a first priority  security  interest in all owned and  after-acquired
real and personal property of the Company.

                                        6
<PAGE>
     At March 31, 1997,  the Company had  outstanding  borrowings  of $2,000,000
under the Term Loan bearing interest at an average rate of 7.76% and $23,250,000
of borrowings  under the Revolving  Facility bearing interest at an average rate
of 7.86%.

     The  Credit  Facility  contains  a  variety  of  affirmative  and  negative
covenants of types customary in an asset-based lending facility, including those
relating to  reporting  requirements,  maintenance  of records,  properties  and
corporate existence,  compliance with laws, incurrence of other indebtedness and
liens,  restrictions  on certain  payments and  transactions  and  extraordinary
corporate events. The Credit Facility also contains financial covenants relating
to maintenance of levels of minimal tangible net worth,  EBITDA (earnings before
interest,  taxes,  depreciation and  amortization),  net income and fixed charge
coverage and restricting the amount of capital  expenditures.  In addition,  the
Credit  Facility  contains  certain  events of default of types  customary in an
asset-based lending facility. If the Credit Facility is terminated prior to June
8, 1997,  a fee of .5% of the amount  thereof is  payable.  The  Company  was in
compliance with all covenants at March 31, 1997.

     In January 1996, the Company  successfully  completed its offer to purchase
1,250,000  shares of its  Common  Stock at $11.25 per  share.  The total  amount
required to purchase such shares was $14,062,500,  exclusive of related fees and
other  expenses.  The  purchase  price and  related  expenses  were  funded with
borrowings available under the Credit Facility.

     The Company  believes that internally  generated cash flow and funding from
the Credit Facility will be adequate to meet current operating  requirements for
at least the next  twelve  months.  The Company  intends to expand its  business
through the further development of higher margin  professional  services as well
as  through  PrO  Unlimited,  Uniforce  Information  Services/Brannon  &  Tully,
Uniforce  Information  Services/Montare  International,  THISCO  and  Brentwood.
Additionally,  the Company  continues  to pursue  expansion  by  acquisition  of
established  independent  supplemental  staffing  service  companies  that offer
specialty services. The Company anticipates that internal expansion will also be
financed from its cash flow and available  borrowings under the Credit Facility.
The magnitude of future acquisitions will determine whether they can be financed
in the same manner or whether  additional  external sources of financing will be
required.  While the Company  believes  that such sources  would be available on
terms satisfactory to it, there can be no assurance in this regard.


                                        7
<PAGE>
FORWARD-LOOKING STATEMENTS

     This report contains  forward-looking  statements and  information  that is
based on management's beliefs and assumptions,  as well as information currently
available to  management.  Although the Company  believes that the  expectations
reflected in such  forward-looking  statements  are  reasonable,  it can give no
assurance that such expectations  will prove to be correct.  Such statements are
subject to certain risks,  uncertainties and assumptions.  Should one or more of
these risks or uncertainties  materialize,  or should the underlying assumptions
prove  incorrect,  actual results may vary  materially  from those  anticipated,
estimated or expected.

                                        8
<PAGE>
                           PART II - OTHER INFORMATION
                           ---------------------------


ITEM 1.   LEGAL PROCEEDINGS

     Reference  is made to ITEM 3. LEGAL  PROCEEDINGS  of the  Company's  Annual
Report on Form 10-K for the year ended December 31, 1996, and to the description
therein of a civil  action  commenced  in the  Circuit  Court for the  Fifteenth
Judicial Circuit, Palm Beach County, Florida by National Council on Compensation
Insurance,  Inc.,  National Workers'  Compensation  Reinsurance Pool,  Insurance
Company of North  America,  The  Travelers  Insurance  Company,  Liberty  Mutual
Insurance Company and The Aetna Casualty and Surety Company.

     On  March 3,  1997,  the  plaintiffs  filed a motion  for  partial  summary
judgment  based upon the theory  that the Company  and its  subsidiary  Uniforce
Staffing  Services,  Inc.  were the  alter  egos of the  companies  that  leased
employees to the subsidiary  during the period 1988 through 1993. The matter was
heard by the court at its case management conference on May 2, 1997 and is under
advisement.

     Reference  is made to ITEM 3. LEGAL  PROCEEDINGS  of the  Company's  Annual
Report on Form 10-K for the year ended December 31, 1996, and to the description
therein of a civil action  commenced in the New York Supreme Court Nassau County
by  various  subsidiaries  of the  company  against  Insurance  Company of North
America, The Travelers Insurance Company and Liberty Mutual Insurance Company.

     In March 1997,  the  defendants  filed a motion for summary  judgment based
upon the theory  that there we no claims that were  mishandled  and there are no
provable damages. The motion is currently under advisement.

     Management  continues  to believe that it has  meritorious  defenses to all
claims asserted  against the Company and intends to prosecute  vigorously  those
defenses,  as well as the  counterclaims  asserted  by the  Company.  Management
further  regards  as  unlikely  that the  outcome of these  actions  will have a
material adverse effect on the financial position of the Company.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

     27 Financial Data Schedule

(b) Reports on Form 8-K:

     There were no reports on Form 8-K filed during the quarter  ended March 31,
1997.

                                        9
<PAGE>
                                   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 thereunto duly authorized.


Dated:  May 13, 1997                   UNIFORCE SERVICES, INC.


                                       By: /s/ John Fanning
                                           ------------------------------------
                                           John Fanning, Chairman of the Board
                                             and President




                                       By: /s/ Harry V. Maccarrone
                                           ------------------------------------
                                           Harry V. Maccarrone, V.P. of Finance,
                                           Principal Financial and Accounting
                                           Officer



                                       10