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         June 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 August 8, 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 six months ended June 30, 1997
           and 1996 (unaudited)                                          1

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

         Consolidated condensed  statements of cash flows -
           six months ended June 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                           5

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

Item 1. Legal Proceedings                                              10

Item 4. Submission of Matters to a Vote of Security Holders            11

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                         Six Months Ended
                                             June 30,                                  June 30,
                                             --------                                  --------
                                    1997                 1996                   1997                  1996
                                    ----                ----                   ----                  ----

<S>                            <C>                     <C>                    <C>                    <C> 
Sales of supplemental
 staffing services             $42,943,735             $32,113,435            $82,533,840            $62,876,763
Service revenues and fees        2,014,095               1,932,960              3,629,010              3,648,965
                               -----------             -----------            -----------           ------------
 Total revenues                 44,957,830              34,046,395             86,162,850             66,525,728
                               -----------             -----------            -----------           ------------

Costs and expenses:
 Cost of supplemental
   staffing services            34,120,832              24,922,410             65,672,910             49,035,777
 Licensees' share of gross
  margin                         2,222,708               1,900,934              4,328,115              3,711,309
 General and administrative      5,679,169               4,838,423             11,069,089              9,689,771
 Depreciation & amortization       299,660                 261,197                594,214                472,981
                               -----------             -----------            -----------           ------------

 Total costs and expenses       42,322,369              31,922,964             81,664,328             62,909,838
                               -----------             -----------            -----------           ------------

Earnings from operations         2,635,461               2,123,431              4,498,522              3,615,890

Other income (expense):
 Interest - net                   (623,839)               (536,629)            (1,156,930)              (972,216)
 Other - net                       (14,886)                 15,740                 (9,893)                17,696
                               -----------             -----------            -----------           ------------

Earnings before provision
 for income taxes                1,996,736               1,602,542              3,331,699              2,661,370

Provision for income taxes         758,000                 609,000              1,265,000              1,011,000
                               -----------             -----------            -----------           ------------

NET EARNINGS                   $ 1,238,736             $   993,542            $ 2,066,699           $  1,650,370
                               ===========             ===========            ===========           ============
Weighted average number
 of shares outstanding           3,198,303               3,242,548              3,199,480              3,297,943

NET EARNINGS PER SHARE        $        .39            $       .31             $       .65          $        .50
                               ===========            ===========             ===========          ============
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        1

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

                                                                                 June 30, 1997           December 31, 1996
                                                                                 -------------           -----------------
                                                                                 (Unaudited)

                                               ASSETS
Current assets:
<S>                                                                             <C>                           <C>
        Cash and cash equivalents                                               $ 4,696,682                   $ 5,283,422
        Accounts receivable - net                                                20,805,337                    17,224,885
        Funding and service fees
          receivable - net                                                       24,150,613                    18,759,814
        Prepaid expenses and other
          current assets                                                            721,103                     1,798,020
        Deferred income taxes                                                       201,149                       201,149
                                                                                -----------                   -----------

        Total current assets                                                     50,574,884                    43,267,290
                                                                                -----------                   -----------

Fixed assets - net                                                                4,269,213                     3,775,661
Deferred costs and other assets - net                                             1,310,963                     1,538,189
Cost in excess of fair value of net
 assets acquired                                                                  6,210,872                     6,388,240
                                                                                -----------                   -----------

                                                                                $62,365,932                   $54,969,380
                                                                                ===========                   ===========

                                                LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
        Loan payable                                                            $ 2,000,000                   $ 1,000,000
        Payroll and related taxes payable                                         6,885,018                     6,372,319
        Payable to licensees and clients                                          1,435,655                     1,484,238
        Income taxes payable                                                         94,115                            --
        Accrued expenses and
          other liabilities                                                       5,845,332                     5,408,070
                                                                                -----------                   -----------

        Total current liabilities                                                16,260,120                    14,264,627
                                                                                -----------                   -----------

Loan payable - non-current                                                       29,250,000                    25,750,000
Capital lease obligation - non-current                                              630,498                       732,658

Stockholders' equity:
        Common stock $.01 par value                                                  51,178                        51,098
        Additional paid-in capital                                                8,943,580                     8,825,128
        Retained earnings                                                        29,181,150                    27,296,463
                                                                                -----------                   -----------
                                                                                 38,175,908                    36,172,689

        Treasury stock, at cost, 2,084,245
          shares in 1997 and 1996                                               (21,950,594)                  (21,950,594)
                                                                                -----------                   -----------
        Total stockholders' equity                                               16,225,314                    14,222,095
                                                                                -----------                   -----------
                                                                                $62,365,932                   $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>

                                                                                    Six Months Ended June 30,
                                                                                    -------------------------
                                                                                   1997                     1996
                                                                              -------------                --------
Cash flows from operating activities:
<S>                                                                            <C>                         <C>
 Net earnings                                                                  $  2,066,699                $ 1,650,370
 Adjustments to reconcile net
  earnings to net cash (used)
  by operating activities:
    Depreciation and amortization                                                   594,214                    472,981
    (Increase) in receivables
      and prepaid expenses                                                       (7,894,334)                (1,686,800)
    Stock option compensation expense                                                 9,000                      9,000
    Increase (decrease) in liabilities                                            1,097,653                 (1,652,027)
                                                                                -----------                -----------
Net cash (used) by operating
  activities                                                                     (4,126,768)                (1,206,476)
                                                                                -----------                -----------

Cash flows from investing activities:
 Purchases of fixed assets                                                         (822,862)                  (516,602)
 (Increase) decrease in deferred costs
  and other assets                                                                   37,530                   (443,671)
 Net assets acquired from Montare                                                        --                 (4,618,037)
                                                                                -----------                -----------
Net cash (used) by investing activities                                            (785,332)                (5,578,310)
                                                                                -----------                -----------

Cash flows from financing activities:
 Principal payments on capital lease
  obligations                                                                      (102,160)                  (148,397)
 Increase in loan payable                                                         4,500,000                 16,041,700
 Cash dividends paid                                                               (182,012)                  (182,079)
 Purchase of treasury stock                                                              --                (14,280,863)
 Proceeds from issuance of
  common stock                                                                      109,532                    954,341
                                                                                -----------                -----------
Net cash provided by financing
 activities                                                                       4,325,360                  2,384,702
                                                                                -----------                -----------

Net (decrease) in cash and cash
 equivalents                                                                       (586,740)                (4,400,084)
 Cash and cash equivalents at
  beginning of period                                                             5,283,422                  6,444,859
                                                                                -----------                -----------
 Cash and cash equivalents at
  end of period                                                                 $ 4,696,682                $ 2,044,775
                                                                                ===========                ===========

Supplemental disclosures:
 Cash paid for:
  Interest                                                                      $ 1,011,459                $   902,105
                                                                                -----------                -----------
  Income taxes                                                                  $   984,840                $ 1,019,962
                                                                                -----------                -----------
</TABLE>

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 June 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 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 June 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  will not have a  material  effect  on the  Company's  financial
condition or operating results.



                                        4

<PAGE>

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

                  Total  revenues  increased  by  $10,911,435,  or  32.0%,  from
$34,046,395  in the second  quarter of 1996 to $44,957,830 in the second quarter
of 1997. For the first six months,  total  revenues  increased by $19,637,122 or
29.5% from $66,525,728 in 1996 to $86,162,850 in 1997.

                  Sales  of   supplemental   staffing   services   increased  by
$10,830,300 and $19,657,077,  respectively, for the second quarter and first six
months of 1997 as compared to 1996. Sales of two of the Company's  subsidiaries,
PrO Unlimited(R) and Uniforce Information  Services/Brannon & Tully(R) continued
to increase  during the second quarter of 1997. PrO Unlimited sales increased by
$2,590,689  or 27.9% and  $5,361,872  or  30.1%,  respectively,  for the  second
quarter and first six months of 1997 as compared to 1996.  Uniforce  Information
Services/Brannon  & Tully sales  increased by $4,381,957 or 62.0% and $6,749,798
or 45.8%,  respectively,  for the second quarter and first six months 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 $2,275,599 and $4,101,018,  respectively,  of sales for
the second quarter and first six months of 1997 and $883,183 for the period from
May 16, 1996 to June 30, 1996.

                  The Company's strategy is to expand through the development of
higher margin professional services such as IT, medical office support, customer
service,  automated  office and other  professional  support services as well as
services  provided by its PrO  Unlimited  subsidiary.  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 increased by 4.2% from $1,932,960 in
the second  quarter  of 1996 to  $2,014,095  in the  second  quarter of 1997 and
decreased  0.5% from  $3,648,965  for the first six months of 1996 to $3,629,010
for the first six 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 six
months  of 1997 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").


                                        5

<PAGE>
                  System-wide  sales, which includes sales of associated offices
serviced  by THISCO  and  Brentwood,  increased  by  $20,149,485  or 23.7%  from
$84,864,741 in the second quarter of 1996 to  $105,014,226 in the second quarter
of 1997. In the first six months,  system-wide sales increased by $28,180,829 or
17.3% from $163,181,170 in 1996 to $191,361,999 in 1997.

                  Cost of supplemental  staffing  services was 79.5% of sales of
supplemental  staffing  services in the second quarter of 1997 compared to 77.6%
in the second  quarter of 1996. For the first six months,  cost of  supplemental
staffing  services was 79.6% of sales of supplemental  staffing services in 1997
and 78.0% in 1996.  The higher  percentage  in the second  quarter and first six
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 $8,822,903
and $7,191,025 for the second  quarter of 1997 and 1996,  respectively.  For the
first six months,  gross margin from such sales  amounted to $16,860,930 in 1997
and  $13,840,986  in 1996.  Licensees'  share of gross  margin  was 25.2% in the
second  quarter of 1997 as compared to 26.4% for the second quarter of 1996. For
the first six  months,  licensees'  share of gross  margin was 25.7% in 1997 and
26.8% in 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.

                  General and  administrative  expenses increased by $840,746 or
17.4%  during the second  quarter of 1997 as compared  to the second  quarter of
1996.  For the first six  months of 1997  general  and  administrative  expenses
increased  by  $1,379,318  or 14.2% as compared to the first six 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. The increase was partially offset by a reduction of professional
costs associated with the Company's litigation (settled in July, 1997) described
in Note 3 of the  consolidated  condensed  financial  statements,  after  giving
consideration to certain insurance coverages.


                                        6

<PAGE>
                  Net interest expense  increased by $87,210 or 16.3% during the
second  quarter of 1997 as compared to the second quarter of 1996. For the first
six months of 1997,  net  interest  expenses  increased  by $184,714 or 19.0% as
compared to 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 24.7% from $993,542  ($.31 per share) in the second quarter of 1996
to $1,238,736  ($.39 per share) in the second quarter of 1997. For the first six
months, net earnings increased by 25.2% from $1,650,370 ($.50 per share) in 1996
to $2,066,699 ($.65 per share) in 1997.

Financial Condition

                  As of June 30, 1997, the Company's  working capital  increased
to  $34,314,764,  as compared to $29,002,663 at December 31, 1996. This increase
was due primarily to the continuing  profitable  operations of the Company.  The
increase in accounts  receivable  and funding and service  fees  receivable  was
largely financed through the Company's long term credit facility.

                  During  the  first  six  months  of  1997,  the  Company  paid
quarterly  cash  dividends  on  shares  of its  Common  Stock at $.03 per  share
($182,012).

                  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").  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 thirty six  consecutive  monthly  installments  of $166,667
commencing 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

                                        7

<PAGE>

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.

                  At June 30, 1997,  the Company had  outstanding  borrowings of
$6,000,000  under the Term Loan bearing interest at an average rate of 8.05% and
$25,250,000 of borrowings  under the Revolving  Facility  bearing interest at an
average rate of 7.93%.

                  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 June 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.

                  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

                                        8

<PAGE>
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.

                  As of  Thursday,  June 26, 1997,  the Common  Stock  commenced
trading on the  American  Stock  Exchange  under the symbol UFR.  The  Company's
Common Stock ceased trading on the Nasdaq National Market (ticker symbol:  UNFR)
after the close on Wednesday, June 25, 1997.

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.

                                        9

<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, as
amended by Part II, Item 1. Legal Proceedings of the Company's  Quarterly Report
on Form 10-Q for the  quarter  ended  March  31,  1997,  and to the  description
therein of (i) a civil  action  commenced  against the  Company,  certain of its
present and former  executive  officers and others 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;  and (ii) 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 July 1997, the Florida and New York actions were settled by
the  Company,  certain of its present  and former  executive  officers,  various
subsidiaries of the Company and others under terms that include the dismissal of
the actions.  The settlement  requires that its terms be kept confidential.  The
settlement will not have a material effect on the Company's  financial condition
or operation results.

                                       10

<PAGE>

           ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  The Annual Meeting of  Shareholders of the Company was held on
June 10,  1997.  Votes  were  cast with  respect  to the  reelection  of the six
incumbent Directors as follows:

                                                       Number of Shares
                                                      of Common Stock as
                                Number of Shares      to Which Authority
                                 of Common Stock         to Vote was
                                 Voted in Favor            Withheld
                                ----------------      -------------------

John Fanning                      2,480,844                241,687

Rosemary Manisalco                2,480,344                242,187

Harry V. Maccarrone               2,480,823                241,708

John H. Brinckerhoff III          2,479,644                242,887

Joseph A. Driscoll                2,480,623                241,908

Gordon Robinett                   2,451,876                270,655


                  The  Shareholders  also  approved  amendments to the Company's
1991 Stock Option Plan by a vote of 2,610,086  shares in favor and 45,546 shares
against. The holders of 8,660 shares abstained from voting and there were 58,239
broker non-votes.

                  The  Shareholders  also approved an amendment to the Company's
Certificate of  Incorporation  to authorize the issuance of Preferred Stock by a
vote of 1,779,320  shares in favor and 550,871  shares  against.  The holders of
5,242 shares abstained from voting and there were 387,098 broker non-votes.

                  The  Shareholders  also ratified the  appointment of KPMG Peat
Marwick LLP as independent  auditors of the Company for the year ending December
31, 1997 by a vote of  2,716,510  shares in favor,  1,627  shares  against,  the
holders of 4,394 shares abstaining from voting.

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<PAGE>

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 June 30, 1997.

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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:  August 12, 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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