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         September 30, 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. 3,038,543 (as of October 30, 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 and nine months ended
              September 30, 1997 and 1996 (unaudited)                      1

          Consolidated condensed balance sheets -
              September 30, 1997 (unaudited) and December
              31, 1996                                                     2

          Consolidated condensed  statements of cash flows -
              nine months ended September 30, 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                6

Part II Other Information:
-------------------------

Item 6. Exhibits and Reports on Form 8-K                                  12


<PAGE>



                         PART I - FINANCIAL INFORMATION

               ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                    UNIFORCE SERVICES, INC. AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                  Three Months Ended                Nine Months Ended
                                                                     September 30,                    September 30,
                                                                 --------------------             --------------------
                                                                 1997            1996             1997            1996
                                                                 ----            ----             ----            ----

<S>                                                          <C>             <C>             <C>             <C>         
Sales of supplemental
 staffing services                                           $ 44,731,403    $ 34,927,359    $127,265,243    $ 97,804,122
Service revenues and fees                                       2,058,796       1,940,215       5,687,806       5,589,180
                                                             ------------    ------------    ------------    ------------
 Total revenues                                                46,790,199      36,867,574     132,953,049     103,393,302
                                                             ------------    ------------    ------------    ------------

Costs and expenses:
 Cost of supplemental
  staffing services                                            35,110,291      27,178,454     100,783,201      76,214,231
 Licensees' share of gross
  margin                                                        2,337,335       2,121,426       6,665,450       5,832,735
 General and administrative                                     6,031,106       4,866,535      17,100,195      14,556,306
 Merger transaction costs                                         225,000               -         225,000               -
 Depreciation & amortization                                      358,565         310,438         952,779         783,419
                                                             ------------     -----------    ------------    ------------

 Total costs and expenses                                      44,062,297      34,476,853     125,726,625      97,386,691
                                                             ------------     -----------    ------------    ------------

Earnings from operations                                        2,727,902       2,390,721       7,226,424       6,006,611

Other income (expense):
 Interest - net                                                  (672,528)       (591,512)     (1,829,458)     (1,563,728)
 Other - net                                                       19,063           1,258           9,170          18,954
                                                              -----------     -----------     -----------     -----------

Earnings before provision
 for income taxes                                               2,074,437       1,800,467       5,406,136       4,461,837

Provision for income taxes                                        861,000         684,000       2,126,000       1,695,000
                                                              -----------     -----------     -----------     -----------

NET EARNINGS                                                  $ 1,213,437     $ 1,116,467     $ 3,280,136     $ 2,766,837
                                                              ===========     ===========     ===========     ===========
Weighted average number of shares outstanding:
  Primary                                                       3,295,555       3,223,909       3,231,505       3,273,265
  Fully Diluted                                                 3,430,408       3,251,094       3,286,096       3,293,492

NET EARNINGS PER SHARE:
  Primary                                                     $       .37     $       .35     $      1.02     $       .85
                                                              ===========     ===========     ===========     ===========
  Fully Diluted                                               $       .35     $       .34     $      1.00     $       .84
                                                              ===========     ===========     ===========     ===========
</TABLE>


     See accompanying notes to consolidated condensed financial statements.

                                       1
<PAGE>




                    UNIFORCE SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                              September 30,             December 31,
                                                                                  1997                     1996
                                                                              -------------             ------------
                                                                              (Unaudited)

                                     ASSETS
<S>                                                                         <C>                        <C>         
Current assets:
          Cash and cash equivalents                                         $  6,555,275               $  5,283,422
          Accounts receivable - net                                           20,677,331                 17,224,885
          Funding and service fees
            receivable - net                                                  25,845,143                 18,759,814
          Prepaid expenses and other
            current assets                                                       802,412                  1,798,020
          Deferred income taxes                                                  201,149                    201,149
                                                                            ------------               ------------

          Total current assets                                                54,081,310                 43,267,290
                                                                            ------------               ------------

Fixed assets - net                                                             4,336,002                  3,775,661
Deferred costs and other assets - net                                          1,252,509                  1,538,189
Cost in excess of fair value of net
 assets acquired                                                               6,122,188                  6,388,240
                                                                            ------------               ------------

                                                                            $ 65,792,009               $ 54,969,380
                                                                            ============               ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
          Loan payable                                                      $  2,000,000               $  1,000,000
          Payroll and related taxes payable                                    7,220,332                  6,372,319
          Payable to licensees and clients                                     1,273,888                  1,484,238
          Income taxes payable                                                   485,147                          -
          Accrued expenses and
            other liabilities                                                  2,705,757                  5,408,070
                                                                            ------------                -----------

          Total current liabilities                                           13,685,124                 14,264,627
                                                                            ------------                -----------

Loan payable - non-current                                                    34,097,655                 25,750,000
Capital lease obligation - non-current                                           577,175                    732,658

Stockholders' equity:
          Common stock $.01 par value                                             51,228                     51,098
          Additional paid-in capital                                           9,027,840                  8,825,128
          Retained earnings                                                   30,303,581                 27,296,463
                                                                            ------------                -----------
                                                                              39,382,649                 36,172,689
          Treasury stock, at cost, 2,084,245
            shares in 1997 and 1996                                          (21,950,594)               (21,950,594)
                                                                            ------------               ------------
          Total stockholders' equity                                          17,432,055                 14,222,095
                                                                            ------------               ------------

                                                                            $ 65,792,009               $ 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)

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                    1997            1996
                                                -------------------------------
Cash flows from operating activities:
 Net earnings                                   $ 3,280,136      $ 2,766,837
 Adjustments to reconcile net
  earnings to net cash (used)
  by operating activities:
    Depreciation and amortization                   952,779          783,419
    (Increase) in receivables
      and prepaid expenses                       (9,542,167)      (4,480,953)
    Stock option compensation expense                13,500           13,500
    (Decrease) in liabilities                    (1,424,021)         (89,907)
                                                -----------      -----------
Net cash (used) by operating
 activities                                      (6,719,773)      (1,007,104)
                                                -----------      -----------

Cash flows from investing activities:
 Purchases of fixed assets                       (1,084,964)        (774,916)
 (Increase) in deferred costs
  and other assets                                  (31,906)        (410,786)
 Net assets acquired from Montare                         -       (4,628,142)
                                                -----------      -----------
Net cash (used) by investing activities          (1,116,870)      (5,813,844)
                                                -----------      -----------

Cash flows from financing activities:
 Principal payments on capital lease
  obligations                                      (155,483)        (195,934)
 Increase in loan payable                         9,347,655       17,450,609
 Cash dividends paid                               (273,018)        (272,605)
 Purchase of treasury stock                               -      (14,280,863)
 Proceeds from issuance of
  common stock                                      189,342        1,034,716
                                                -----------      -----------
Net cash provided by financing
 activities                                       9,108,496        3,735,923
                                                -----------      -----------
Net increase (decrease) in cash and cash
 equivalents                                      1,271,853       (3,085,025)
 Cash and cash equivalents at
  beginning of period                             5,283,422        6,444,859
                                                -----------      -----------
 Cash and cash equivalents at
  end of period                                 $ 6,555,275      $ 3,359,834
                                                ===========      ===========

Supplemental disclosures:
 Cash paid for:
  Interest                                      $ 1,666,718      $ 1,310,366
                                                -----------      -----------
  Income taxes                                  $ 1,433,048      $ 1,601,379
                                                -----------      -----------

Non-cash financing activities:
During 1996, the Company entered into capital leases in the amount of $551,405.

   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 September 30, 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  consolidated  condensed  financial  statements 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  periods  ended  September  30,  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.          Litigation Settlement
            ---------------------

                        In April  1994,  various  insurance  carriers  and their
not-for-profit  trade  association  filed an action  against  the  Company,  its
officers and various other  parties;  in May 1996,  the  Plaintiffs  filed their
Third Amended  Complaint.  The  Plaintiffs  alleged  breach of contract and tort
causes of action for underpayment of premiums.  The Company denied liability and
asserted   substantial   claims  in  opposition  to  the   Plaintiffs'   claims.
Additionally the Company and its  subsidiaries  filed suit against various prior
workers' compensation carriers alleging claims mismanagement. In July 1997, both
matters were settled. The terms of the settlement are confidential by agreement.
The  settlement  did not  have a  material  effect  on the  Company's  financial
condition or operating results.

                                       4
<PAGE>

4.          Agreement and Plan of Merger
            ----------------------------

                        On  August  13,  1997,  the  Company   entered  into  an
Agreement  and Plan of Merger (the  "Merger  Agreement")  under which it will be
acquired by Comforce Corporation.  Pursuant to the Merger Agreement a subsidiary
of Comforce is to make a tender offer (the "Tender Offer") to acquire all of the
issued and outstanding  common stock of the Company for $28.00 in cash and .5217
shares of Comforce  common stock for each share of Uniforce  common  stock.  The
consummation  of the Tender  Offer is  contingent  upon a number of  conditions,
including Comforce obtaining debt financing  sufficient to complete the purchase
of  the  Company's  shares.   The  Merger  Agreement  provides  that  after  the
consummation of the Tender Offer the Comforce subsidiary will be merged with and
into the Company,  with the Company being the surviving corporation and becoming
a  wholly-owned  subsidiary  of  Comforce.  On October  27,  1997 a Joint  Proxy
Statement/Prospectus  relating to the Merger Agreement was declared effective by
the Securities and Exchange  Commission and Comforce commenced the Tender Offer.
The Tender  Offer is expected to remain open  through  November  24, 1997 unless
extended.

                                       5
<PAGE>




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

                        Total revenues  increased by $9,922,625,  or 26.9%, from
$36,867,574  in the third quarter of 1996 to $46,790,199 in the third quarter of
1997.  For the first nine months,  total  revenues  increased by  $29,559,747 or
28.6% from  $103,393,302  in 1996 to  $132,953,049  in 1997.  The  increases  in
revenues described  throughout this discussion of the results of the Company for
the 1997 periods as compared to the 1996 periods  were  primarily  the result of
volume increases relating to new and existing clients.

                        Sales of  supplemental  staffing  services  increased by
$9,804,044 and $29,461,121,  respectively,  for the third quarter and first nine
months of 1997 as compared to 1996. PrO  Unlimited(R)  and Uniforce  Information
Services/Brannon  &  Tully(R),two  of  the  Company's  subsidiaries,   were  the
principal contributors to the continued growth during the third quarter of 1997.
PrO Unlimited  sales  increased by $2,641,475 or 27.1% and  $8,003,347 or 29.0%,
respectively, for the third quarter and first nine months of 1997 as compared to
the corresponding 1996 periods.  Uniforce  Information  Services/Brannon & Tully
sales increased by $4,780,632 or 67.2% and  $11,530,430 or 52.8%,  respectively,
for the  third  quarter  and  first  nine  months  of 1997  as  compared  to the
corresponding  1996  periods.  Sales of Montare  International,  a  provider  of
information technology ("IT") contract professionals,  acquired on May 17, 1996,
contributed $2,443,087 and $6,544,105,  respectively,  for the third quarter and
the first nine months of 1997 and  $1,651,480  for the third quarter of 1996 and
$2,534,663  from the date of  acquisition  to September 30, 1996.  The remaining
increases in sales  resulted  from  general  increases  in the  Company's  other
operations.

                        Service   revenues  and  fees  increased  by  6.1%  from
$1,940,215  in the third  quarter of 1996 to  $2,058,796 in the third quarter of
1997 and  increased  1.8% from  $5,589,180  for the first nine months of 1996 to
$5,687,806  for the first nine months of 1997.  Increased  service  revenues and
fees that were  generated by Temporary  Help Industry  Servicing  Company,  Inc.
("THISCO(R)")  and its subsidiaries  were offset by the loss of service revenues
for the first nine months of 1997 due to the contract  termination  of one major
client  and  the  re-evaluation  and  resulting   termination  of  certain  less
profitable customers of Brentwood Service Group(R) ("Brentwood").

                                       6
<PAGE>

                        System-wide  sales,  which  includes sales of associated
offices serviced by THISCO and Brentwood, increased by $21,358,693 or 23.9% from
$89,458,038 in the third quarter of 1996 to $110,816,731 in the third quarter of
1997. In the first nine months,  system-wide  sales  increased by $49,539,522 or
19.6% from $252,639,208 in 1996 to $302,178,730 in 1997.

                        Cost of  supplemental  staffing  services  was  78.5% of
sales of supplemental staffing services in the third quarter of 1997 compared to
77.8%  in the  third  quarter  of  1996.  For the  first  nine  months,  cost of
supplemental  staffing  services  was  79.2% of sales of  supplemental  staffing
services in 1997 and 77.9% in 1996.  The higher  percentage in the third quarter
and first nine months 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
$9,621,112 and $7,748,905 for the third quarter of 1997 and 1996,  respectively.
For the first nine months,  gross margin from such sales amounted to $26,482,042
in 1997 and $21,589,891 in 1996.  Licensees'  share of gross margin was 24.3% in
the third  quarter of 1997 as compared  to 27.4% for the third  quarter of 1996.
For the first nine  months,  licensees'  share of gross margin was 25.2% in 1997
and 27.0% in 1996. The lower share as a percentage of total gross margin in 1997
was 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.

                        General  and   administrative   expenses   increased  by
$1,164,571  or 23.9%  during the third  quarter of 1997 as compared to the third
quarter of 1996.  For the first nine months of 1997  general and  administrative
expenses  increased by  $2,543,889 or 17.5% as compared to the first nine months
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. Further contributing to the increase during the third quarter of
1997 as 

                                       7
<PAGE>

compared to the third quarter of 1996, was an increase in professional fees, net
of  related  insurance  recoveries,  associated  with the  Company's  litigation
(settled  in  July,  1997)  described  in Note 3 of the  consolidated  condensed
financial  statements.  As a percentage of revenues,  general and administrative
expenses  were  12.9%  and  13.2%  for  the  third  quarter  of 1997  and  1996,
respectively,  and 12.9% and 14.1% in 1997 and 1996, respectively, for the first
nine months periods.

                        The merger  transaction costs of $225,000  represent non
tax-deductible  transaction costs incurred by the Company in connection with the
Merger  Agreement  described in Note 4 to the consolidated  condensed  financial
statements.

                        Net  interest  expense  increased  by  $81,016  or 13.7%
during the third quarter of 1997 as compared to the third  quarter of 1996.  For
the first nine months of 1997,  net  interest  expense  increased by $265,730 or
17.0% as compared to 1996. The increase in interest expense for the 1997 periods
compared to 1996 is a result of  increased  borrowings  throughout  1997 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 8.7% from  $1,116,467  ($.35 per share on a primary  basis) in the
third quarter of 1996 to $1,213,437  ($.37 per share on a primary  basis) in the
third  quarter of 1997.  For the first nine months,  net  earnings  increased by
18.6% from $2,766,837  ($.85 per share on a primary basis) in 1996 to $3,280,136
($1.02 per share on a primary basis) in 1997.

                                       8
<PAGE>




Financial Condition
-------------------

                        As of September 30, 1997, the Company's  working capital
increased to  $40,396,186,  as compared to $29,002,663 at December 31, 1996. The
increase in system-wide sales, which include sales of associated offices, during
the third  quarter of 1997  resulted in  increases  in accounts  receivable  and
funding and service fees  receivable.  The increase in accounts  receivable  and
funding and service fees receivable was largely  financed  through the Company's
long term credit  facility.  In addition,  working capital  increased due to the
continuing profitable operations of the Company.

                        During the first nine months of 1997,  the Company  paid
quarterly  cash  dividends  on  shares  of its  Common  Stock at $.03 per  share
($273,018).

                        On  December  8,  1995,  the  Company  entered  into  an
agreement with a financial institution creating a three-year  $35,000,000 credit
facility (the "Credit  Facility").  Effective June 30, 1997, the Credit Facility
was  increased  to  $46,000,000  and extended  until June 30,  2000.  The Credit
Facility  comprises  a term  loan in the  amount  of  $6,000,000,  amended  from
$3,000,000,  (the "Term Loan") to be paid in 36 consecutive monthly installments
of  $166,667  with  the  balance  outstanding  due  on  June  30,  2000,  and  a
$40,000,000, amended from $32,000,000, revolving credit facility (the "Revolving
Facility"),  which expires on June 30, 2000.  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 or LIBOR (London
Interbank Offered Rate) plus 2.00%. Borrowings under the Revolving Facility bear
interest at the  Company's  election at either the lender's  floating  base rate
minus .25%,  or LIBOR plus  1.75%.  Prior to June 30,  1997,  the Term Loan bore
interest at the  Company's  election at either the lender's  floating  base rate
plus .25%, or LIBOR plus 2.25% and interest  under the  Revolving  Facility bore
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.

                                       9
<PAGE>




                        At  September  30,  1997,  the Company  had  outstanding
borrowings of $5,666,666 under the Term Loan bearing interest at an average rate
of 7.85% and  $30,430,989  of borrowings  under the Revolving  Facility  bearing
interest at an average rate of 7.50%.

                        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.  The Company was
in compliance with all covenants at September 30, 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.

                        On  August  13,  1997,  the  Company   entered  into  an
Agreement  and Plan of Merger (the  "Merger  Agreement")  under which it will be
acquired by Comforce Corporation.  Pursuant to the Merger Agreement a subsidiary
of Comforce is to make a tender offer (the "Tender Offer") to acquire all of the
issued and outstanding  common stock of the Company for $28.00 in cash and .5217
shares of Comforce  common stock for each share of Uniforce  common  stock.  The
consummation  of the Tender  Offer is  contingent  upon a number of  conditions,
including Comforce obtaining debt financing  sufficient to complete the purchase
of  the  Company's  shares.   The  Merger  Agreement  provides  that  after  the
consummation of the Tender Offer the Comforce subsidiary will be merged with and
into the Company,  with the Company being the surviving corporation and becoming
a wholly-owned subsidiary of Comforce. On October 27, 1997 a Joint Proxy

                                       10
<PAGE>

Statement/Prospectus  relating to the Merger Agreement was declared effective by
the Securities and Exchange  Commission and Comforce commenced the Tender Offer.
The Tender  Offer is expected to remain open  through  November  24, 1997 unless
extended.

                        Prior to the effective  date of the Merger,  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.  The Company  anticipates that internal  expansion will be
financed from its cash flow and available  borrowings under the Credit Facility.
Indebtedness  under  the  Credit  Facility  will  become  due and  payable  upon
consummation  of the  Merger,  unless  the  terms  of the  Credit  Facility  are
re-negotiated.  It is anticipated  that the Credit  Facility will be repaid from
proceeds available under Comforce's credit facility and that the Comforce credit
facility will be used to fund the Company's operations.

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.

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<PAGE>



                           PART II - OTHER INFORMATION
                           ---------------------------


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------

(a) Exhibits:

                        27 Financial Data Schedule

(b) Reports on Form 8-K:

                        The  Company  filed a  current  report on Form 8-K dated
August 13, 1997 reporting under Item 5, thereof,  that Uniforce  Services,  Inc.
had entered into an Agreement and Plan of Merger under which it will be become a
wholly-owned subsidiary of Comforce Corporation.




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<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:  November 6, 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



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