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, 1996
                              --------------------------------------------------

                                       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.  3,023,543 (as of November 6, 1996).
<PAGE>
                             UNIFORCE SERVICES, INC.

                                      INDEX


Part I Financial Information:                                           Page No.
-----------------------------                                           --------

Item 1. Consolidated Condensed Financial Statements

        Consolidated condensed statements of earnings -
           three months and nine months ended
           September 30, 1996 and 1995 (unaudited)                          1

        Consolidated condensed balance sheets -
           September 30, 1996 (unaudited) and December
           31, 1995                                                         2

        Consolidated condensed statements of cash flows -
           nine months ended September 30, 1996 and 1995
           (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                                    10

<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,
                                ------------------------------    ------------------------------
                                    1996             1995             1996             1995
                                -------------    -------------    -------------    -------------
<S>                             <C>              <C>              <C>              <C>          
Sales of supplemental
 staffing services              $  34,927,359    $  33,609,759    $  97,804,122    $  93,248,631
Service revenues and fees           1,940,215        2,336,979        5,589,180        5,530,092
                                -------------    -------------    -------------    -------------
  Total revenues                   36,867,574       35,946,738      103,393,302       98,778,723
                                -------------    -------------    -------------    -------------

Costs and expenses:
  Cost of supplemental
    staffing services              27,178,454       26,260,124       76,214,231       72,663,664
  Licensees' share of
   gross margin                     2,121,426        2,597,035        5,832,735        7,166,125
  General and administrative        4,866,535        5,005,916       14,556,306       13,878,639
  Depreciation & amortization         310,438          227,008          783,419          693,343
                                -------------    -------------    -------------    -------------

  Total costs and expenses         34,476,853       34,090,083       97,386,691       94,401,771
                                -------------    -------------    -------------    -------------

Earnings from operations            2,390,721        1,856,655        6,006,611        4,376,952

Other income (expense):
  Interest - net                     (591,512)        (278,498)      (1,563,728)        (527,793)
  Other - net                           1,258           (5,696)          18,954           28,737
                                -------------    -------------    -------------    -------------

Earnings before provision
 for income taxes                   1,800,467        1,572,461        4,461,837        3,877,896

Provision for income taxes            684,000          599,000        1,695,000        1,473,000
                                -------------    -------------    -------------    -------------

NET EARNINGS                    $   1,116,467    $     973,461    $   2,766,837    $   2,404,896
                                =============    =============    =============    =============

Weighted average number
 of shares outstanding              3,223,909        4,260,056        3,273,265        4,330,296

NET EARNINGS PER SHARE          $         .35    $         .23    $         .85    $         .56
                                =============    =============    =============    =============
</TABLE>


     See accompanying notes to consolidated condensed financial statements.


                                        1

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

                                                   September 30,   December 31,
                                                       1996            1995
                                                   ------------    ------------
                                                   (Unaudited)
                                     ASSETS
Current assets:
          Cash and cash equivalents                $  3,359,834    $  6,444,859
          Accounts receivable - net                  17,857,241      14,827,862
          Funding and service fees
            receivable - net                         22,727,217      20,918,753
          Current maturities of notes
            receivable from licensees - net             113,575         132,258
          Prepaid expenses and other
            current assets                            1,761,387       1,270,268
          Deferred income taxes                         347,149         347,149
                                                   ------------    ------------

          Total current assets                       46,166,403      43,941,149
                                                   ------------    ------------

Notes receivable from licensees - net                   156,841         182,642
Fixed assets - net                                    3,539,058       2,125,413
Deferred costs and other assets - net                 1,590,192         821,244
Cost in excess of fair value of net
 assets acquired                                      6,476,923       3,525,741
                                                   ------------    ------------

                                                   $ 57,929,417    $ 50,596,189
                                                   ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
          Loan payable                             $    937,497    $    750,000
          Payroll and related taxes payable           8,174,227       7,540,947
          Payable to licensees and clients            1,829,909       2,025,563
          Income taxes payable                          259,604         351,690
          Accrued expenses and
            other liabilities                         4,012,082       4,092,058
                                                   ------------    ------------

          Total current liabilities                  15,213,319      14,760,258
                                                   ------------    ------------

Loan payable - non-current                           28,513,112      11,250,000
Capital lease obligation - non-current                  781,579         426,109

Stockholders' equity:
          Common stock $.01 par value                    51,078          49,912
          Additional paid-in capital                  8,836,648       7,789,598
          Retained earnings                          26,484,275      23,990,043
                                                   ------------    ------------
                                                     35,372,001      31,829,553

         Treasury stock, at cost, 2,084,245
           shares in 1996 and 829,500
           shares in 1995                           (21,950,594)     (7,669,731)
                                                   ------------    ------------

         Total stockholders' equity                  13,421,407      24,159,822
                                                   ------------    ------------

                                                   $ 57,929,417    $ 50,596,189
                                                   ============    ============

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,
                                                 -------------------------------
                                                     1996              1995
                                                 ------------      ------------
Cash flows from operating activities:
 Net earnings                                    $  2,766,837      $  2,404,896
 Adjustments to reconcile net
  earnings to net cash (used)
  by operating activities:
    Depreciation and amortization                     783,419           693,343
    (Increase) in receivables
      and prepaid expenses                         (4,480,953)       (9,788,764)
    Stock option compensation expense                  13,500            13,500
    (Decrease) increase in liabilities                (89,907)        2,508,305
                                                 ------------      ------------
Net cash (used) by operating activities            (1,007,104)       (4,168,720)
                                                 ------------      ------------

Cash flows from investing activities:
 Purchases of fixed assets                           (774,916)         (709,995)
 (Increase) decrease in deferred costs
  and other assets                                   (455,270)          172,082
 Net assets acquired from Montare                  (4,628,142)             --
 Decrease in notes receivable
  from licensees                                       44,484           274,172
                                                 ------------      ------------
Net cash (used) by investing activities            (5,813,844)         (263,741)
                                                 ------------      ------------

Cash flows from financing activities:
 Principal payments on capital lease
  obligations                                        (195,934)             --
 Increase in loan payable                          17,450,609         6,400,000
 Cash dividends paid                                 (272,605)         (399,053)
 Purchase of treasury stock                       (14,280,863)       (2,331,990)
 Proceeds from issuance of
  common stock                                      1,034,716           236,250
                                                 ------------      ------------
Net cash provided by financing
 activities                                         3,735,923         3,905,207
                                                 ------------      ------------

Net (decrease) in cash and cash
 equivalents                                       (3,085,025)         (527,254)
 Cash and cash equivalents at
  beginning of period                               6,444,859         7,298,823
                                                 ------------      ------------
 Cash and cash equivalents at
  end of period                                  $  3,359,834      $  6,771,569
                                                 ============      ============

Supplemental disclosures:
 Cash paid for:
  Interest                                       $  1,310,366      $    422,730
                                                 ------------      ------------
  Income taxes                                   $  1,601,379      $  1,084,548
                                                 ------------      ------------

Non-cash financing activities:
 The Company entered into capital leases in the amount of $551,405 and $524,423
 for the nine months ended September 30, 1996 and 1995, respectively.


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, 1996,  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,  1995
financial  statements.  The results of operations for the period ended September
30, 1996 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.       ACQUISITION

                  On May 17,  1996,  the  Company  acquired  certain  assets  of
Montare  International,   Inc.  ("Montare"),   a  provider  of  IT  (Information
Technology) contract professionals.  The purchase price was $3,600,000, in cash.
In addition,  the Company acquired certain accounts receivable for $845,486. The
purchase price and accounts receivable acquired were financed through borrowings
available under the Company's credit facility.

                  This  acquisition  has been  accounted  for as a purchase  and
accordingly,  the purchase price has been allocated to identifiable assets based
on their  estimated  fair  values as of the date of  acquisition;  $625,633  was
allocated to such assets.  The excess of the consideration  paid,  including the
direct costs of the  acquisition,  over the  estimated  fair value of net assets
acquired  amounted to  $3,158,022  and has been recorded as goodwill and will be
amortized over 20 years on the  straight-line  basis.  The operating  results of
Montare  have  been  included  with  those  of the  Company  from  the  date  of
acquisition.


                                        4

<PAGE>
4.       CONTINGENCIES

                  In  April  1994,   various   insurance   carriers   and  their
not-for-profit  trade association  filed an action against the Company,  certain
officers and various other  parties;  in May 1996,  the  plaintiffs  filed their
Third Amended  Complaint.  The plaintiffs  allege causes of action for breach of
contracts of insurance,  negligence, fraud, conspiracy to defraud and fraudulent
inducement.   The  Company  has  filed   answers,   affirmative   defenses   and
counterclaims  directed  to the Third  Amended  Complaint.  The  Company and its
subsidiaries have filed an action in New York against the various prior workers'
compensation  carriers  alleging  claims  mismanagement.  The  action  is in the
discovery stage.  Management believes that the ultimate outcome of these matters
will not have a material  adverse  effect  upon the  financial  position  of the
Company.

                  In January 1996,  various  vendors of training  films filed an
action  against the Company,  alleging that the Company  improperly  used and/or
copied plaintiffs' tapes. Motions have been filed to have the plaintiffs' claims
dismissed and/or severed.  Management is engaged in settlement  discussions.  If
the case is not settled,  management intends to vigorously defend the claims and
believes that the claims, even if resolved in plaintiffs' favor, will not have a
material adverse effect upon the financial position of the Company.

5.       TENDER OFFER

                  On December  11,  1995,  the Company made an offer to purchase
for cash up to 1,250,000 shares of its Common Stock at $11.25 net per share (the
"Offer").  The 1,250,000 shares that the Company offered to purchase represented
approximately 30% of the Shares  outstanding as of December 11, 1995. In January
1996, the Offer was successfully completed.

                  The total amount required to purchase the 1,250,000 shares was
$14,062,500,  exclusive of related fees and other  expenses.  The purchase price
and related  expenses were funded with available  borrowings under the Company's
credit facility.


                                        5

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

                  Total   revenues   increased  by  $920,836,   or  2.6%,   from
$35,946,738  in the third quarter of 1995 to $36,867,574 in the third quarter of
1996. For the first nine months,  total revenues increased by $4,614,579 or 4.7%
from $98,778,723 in 1995 to $103,393,302 in 1996.

                  Sales  of   supplemental   staffing   services   increased  by
$1,317,600 and  $4,555,491,  respectively,  for the third quarter and first nine
months of 1996 as compared to 1995. PrO Unlimited  sales increased by $3,067,632
or 46.0% and $9,828,760 or 55.4%, respectively,  for the third quarter and first
nine months of 1996 as compared to 1995.  Brannon &  Tully/Uniforce  Information
Services  sales   increased  by  $442,168  or  6.6%  and  $3,409,543  or  18.5%,
respectively, for the third quarter and first nine months of 1996 as compared to
1995.  Further   contributing  to  the  increase  in  sales  was  the  Company's
acquisition in May 1996 of certain assets of Montare,  a provider of information
technology   ("IT")  contract   professionals.   This  acquisition   contributed
$2,534,663  of sales  since May 17, 1996 and  $1,651,480  of sales for the third
quarter  of 1996 and has had a  favorable  impact on the  Company's  results  of
operations.  These  increases  were offset by lower sales for licensed  offices,
which were principally due to a reduction in the number of licensed offices as a
result of contract buyouts by two operators.

                  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 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 17.0% from  $2,336,979
in the third quarter of 1995 to  $1,940,215  in the third  quarter of 1996,  and
increased  by  1.1%  from  $5,530,092  for  the  first  nine  months  of 1995 to
$5,589,180 for the first nine months of 1996. Despite increased service revenues
and fees generated by THISCO(R), one of the Company's subsidiaries, a decline in
service  revenues  and fees was  experienced  in the  third  quarter  of 1996 as
compared to 1995. This decline  resulted from certain  licensee service revenues
and fees which were  reported  in the third  quarter of 1995 and for which there
were none in the third  quarter of 1996.  The  Company  intends to  continue  to
expand this portion of its business  through  Temporary Help Industry  Servicing
Company,  Inc.  ("THISCO(R)") and through its subsidiary Brentwood Service Group
("BSG").

                  System-wide  sales, which includes sales of associated offices
serviced  by two of the  Company's  subsidiaries,  THISCO(R)  and BSG  increased
$8,240,017 or 10.1% from $81,218,021 in the third quarter of 1995 to $89,458,038
in the third  quarter  of 1996.  In the first  nine  months,  system-wide  sales
increased by $29,133,203 or 13.0% from  $223,506,005  in 1995 to $252,639,208 in
1996.


                                        6

<PAGE>
                  Cost of supplemental  staffing  services was 77.8% of sales of
supplemental staffing services in the third quarter of 1996 compared to 78.1% in
the third quarter of 1995. Cost of supplemental  staffing  services was 77.9% of
sales of  supplemental  staffing  services in both the first nine months of 1996
and 1995.

                  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 $7,748,905
and  $7,349,635  for the third quarter of 1996 and 1995,  respectively.  For the
first nine months,  gross margin from such sales amounted to $21,589,891 in 1996
and $20,584,967 in 1995. Licensees' share of gross margin was 27.4% in the third
quarter of 1996 as compared to 35.3% for the third quarter  1995.  For the first
nine  months,  licensees'  share of gross  margin was 27.0% in 1996 and 34.8% in
1995.  The lower share as a  percentage  of total gross margin in 1996 is due to
lower licensee sales,  increased sales of Brannon &  Tully/Uniforce  Information
Services and Montare 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 decreased by $139,381 or
2.8% during the third  quarter of 1996 as compared to the third quarter of 1995.
For the first nine months of 1996, general and administrative expenses increased
by  $677,667 or 4.9% in 1996  compared to 1995.  As a  percentage  of  revenues,
general and  administrative  expenses were 13.2% and 13.9% for the third quarter
of 1996 compared to 1995,  respectively,  and 14.1% for the first nine months in
both 1996 and 1995.  During 1996, the Company  experienced  increases in general
and administrative  expenses  resulting  principally from higher facility costs,
payroll and recruiting  costs with respect to permanent staff and costs relating
to the implementation of a new payroll and billing system.  These increases were
more than  offset  during the third  quarter  by a  reduction  in the  Company's
provision for bad debts and,  after giving  consideration  to certain  insurance
coverages,  a reduction of  professional  costs  associated  with the  Company's
litigation  described  in  Note  4  of  the  consolidated   condensed  financial
statements.

                  Net interest  expense  increased by $313,014  during the third
quarter  of 1996 as  compared  to the third  quarter  of 1995 and  increased  by
$1,035,935  for the first nine months of 1996  compared to the first nine months
of 1995. The increase in interest  expense for the 1996 periods compared to 1995
is a direct result of increased  borrowings used for the repurchase of 1,250,000
shares of the  Company's  common stock  described in Note 5 to the  consolidated
condensed financial  statements and the acquisition of Montare described in Note
3 to the consolidated condensed financial statements.

                  As a result  of the  factors  discussed  above,  net  earnings
increased by 14.7% from  $973,461  ($.23 per share) in the third quarter of 1995
to $1,116,467  ($.35 per share) in the third quarter of 1996. For the first nine
months, net earnings increased by 15.1% from $2,404,896 ($.56 per share) in 1995
to $2,766,837 ($.85 per share) in 1996.


                                        7

<PAGE>
FINANCIAL CONDITION

                  As of  September  30,  1996,  the  Company's  working  capital
increased to $30,953,084  as compared to $29,180,891 at December 31, 1995.  This
increase  was due  primarily  to the  continuing  profitable  operations  of the
Company.  In addition,  cash was reduced by  acquisitions  of fixed assets,  the
payment of cash  dividends,  the  acquisition  of Montare  and the  purchase  of
treasury stock which was largely financed through the credit facility.

                  During the first nine months of 1996,  the  Company  paid cash
dividends on shares of its common stock at the quarterly  rate of $.03 per share
($272,605).

                  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.

                  At September 30, 1996, the Company had outstanding  borrowings
of $2,437,500  under the Term Loan bearing  interest at an average rate of 7.87%
and $27,013,109 of borrowings  under the Revolving  Facility bearing interest at
an average rate of 7.72%.

                  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 minimum  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. Generally, if the
Credit  Facility is  terminated  (i) during the first nine months of its term, a
fee of 1% of the amount thereof is payable,  or (ii) during the succeeding  nine
months of its term, a fee of .5% of the amount  thereof is payable.  The Company
was in compliance with all covenants at September 30, 1996.


                                        8

<PAGE>
                  Prior to December 8, 1995, the Company had maintained with two
banks a working  capital  credit  facility and a revolving  credit and term loan
facility. Amounts outstanding under these facilities were repaid with borrowings
available under the Credit Facility.

                  In January 1996, the Company successfully  completed its offer
to purchase  1,250,000  shares of its common stock at $11.25 net 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.

                  As described  elsewhere  herein,  on May 17, 1996, the Company
acquired certain assets of Montare, a provider of IT contract professionals. The
purchase price was  $3,600,000,  in cash. The Company also acquired from Montare
certain  accounts  receivable  for  $845,486.  The  purchase  price and accounts
receivable were financed through borrowings available under the Credit Facility.

                  The Company  moved its corporate  headquarters  in April 1996.
The cost of the move,  including  purchases of fixed assets,  was  approximately
$750,000 and was financed from cash flow from  operations and financing from the
Credit Facility.  The Company  believes that internally  generated cash flow and
funding from the Credit Facility will be adequate to meet its 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,  Montare and Brannon & Tully/Uniforce
Information Services. 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.

                  In October 1995,  the  Financial  Accounting  Standards  Board
(FASB) issued  Statement No. 123,  "Accounting  for  Stock-Based  Compensation,"
which must be adopted by the  Company in 1996.  The  Company  has elected not to
implement the fair value based accounting method for employee stock options, but
has elected to disclose,  commencing  in its 1996 Form 10-K,  the  pro-forma net
income and  earnings  per share as if such  method had been used to account  for
stock-based compensation cost as described in Statement No. 123.


                                        9

<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:

                  There  were no reports  on Form 8-K filed  during the  quarter
ended September 30, 1996.


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                                   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 12, 1996            UNIFORCE SERVICES, INC.


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




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


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