SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 1999
                                       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
                          COMFORCE Corporation: 1-6081
                       COMFORCE Operating, Inc.: 333-43341

                            COMFORCE Corporation and
                            COMFORCE Operating, Inc.
             (Exact name of registrant as specified in its charter)

                                           COMFORCE Corporation:     36-23262248
           Delaware                        COMFORCE Operating, Inc.:  11-3407855
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)

415 Crossways Park Drive, P.O. Box 9006, Woodbury, New York              11797
(Address of principal executive offices)                              (Zip Code)

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

                                 Not Applicable
Former name, former address and former fiscal year, if changed since last report

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 _____

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

           Class                         Outstanding at April 30, 1999
------------------------------    ----------------------------------------------
COMFORCE Corporation:
  Common stock, $.01 par value                  16,202,112 shares

COMFORCE Operating, Inc.:
  Common stock, $.01 par value    100 shares (all owned by COMFORCE Corporation)


<PAGE>


                            COMFORCE Corporation and
                            COMFORCE Operating, Inc.

                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------
PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements..............................................  1

         Condensed Consolidated Balance Sheets
           March 31, 1999 and December 31, 1998............................  1

         Condensed Consolidated Statements of Operations
           For the three months ended March 31, 1999 and 1998..............  2

         Condensed Consolidated Statements of Cash Flows
           for the three months ended March 31, 1999 and 1998..............  3

         Notes to Condensed Consolidated Financial Statements..............  4

Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations...................  6

Item 3.  Quantitative and Qualitative Disclosure about Market Risk.........  9

PART II  OTHER INFORMATION................................................. 10

Item 1.  Legal Proceedings................................................. 10

Item 2.  Changes in Securities and Use of Proceeds......................... 10

Item 5.  Other Information................................................. 10

Item 6.  Exhibits and Reports on Form 8-K.................................. 10


SIGNATURES................................................................. 11


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                      COMFORCE CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
               (in thousands except per share amounts) (unaudited)

<TABLE>
<CAPTION>
                                                                    March 31,      December 31,
                                                                      1999            1998
                                                                    ---------      ------------
<S>                                                                 <C>             <C>
ASSETS:

Current assets:
  Cash and cash equivalents                                         $   2,261       $   4,599
  Accounts receivable, net                                             90,493          81,680
  Prepaid expenses and other current assets                             3,474           3,342
  Deferred income taxes                                                 2,307           2,306
                                                                    ---------       ---------
          Total current assets                                         98,535          91,927

Property and equipment, net                                             9,968           9,256
Intangible assets, net                                                138,725         138,847
Deferred financing costs                                                5,844           6,052
                                                                    ---------       ---------
          Total assets                                              $ 253,072       $ 246,082
                                                                    =========       =========

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Borrowings under revolving line of credit                         $   4,000       $   4,000
  Accounts payable                                                      9,614           4,296
  Accrued expenses                                                     20,541          18,068
                                                                    ---------       ---------
          Total current liabilities                                    34,155          26,364

Long-term debt                                                        174,899         174,579
Deferred income taxes                                                     224             224
Other liabilities                                                         386             581
                                                                    ---------       ---------
          Total liabilities                                           209,664         201,748
                                                                    ---------       ---------
Commitments and contingencies                                              --              --

Stockholders' Equity:
  Series F convertible preferred stock, $0.01 par value,
    10,000 shares authorized, no shares issued and outstanding             --              --
  Common stock, $.01 par value; 100,000,000 shares
    authorized; 16,202,082 shares and 16,129,322 shares
    issued and outstanding at March 31, 1999 and
    December 31, 1998, respectively                                       162             161
  Additional paid-in capital                                           47,726          47,463
  Accumulated deficit since January 1, 1996                            (4,480)         (3,290)
                                                                    ---------       ---------
          Total stockholders' equity                                   43,408          44,334
                                                                    ---------       ---------
          Total liabilities and stockholders' equity                $ 253,072       $ 246,082
                                                                    =========       =========
</TABLE>

               The accompanying notes are an integral part of the
                  condensed consolidated financial statements.


                                       1
<PAGE>


                      COMFORCE CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (in thousands except per share amounts) (unaudited)

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                        1999             1998
                                                     ---------        ---------
Revenue:
  Net sales of services                              $ 107,075        $ 112,007
                                                     ---------        ---------
Costs and expenses:
  Cost of services                                      87,396           91,706
  Selling, general and administrative                   14,066           13,949
  Depreciation and amortization                          1,660            1,337
                                                     ---------        ---------
          Total costs and expenses                     103,122          106,992
                                                     ---------        ---------
Operating income                                         3,953            5,015
                                                     ---------        ---------
Other income (expense):
  Interest expense                                      (5,293)          (5,159)
  Other income, net                                          2               16
                                                     ---------        ---------
                                                        (5,291)          (5,143)
                                                     ---------        ---------
Loss before income taxes                                (1,338)            (128)
Income tax benefit (expense)                               148             (329)
                                                     ---------        ---------
          Net  loss                                     (1,190)            (457)
Dividends on preferred stock                                --                6
                                                     ---------        ---------
          Net loss applicable to common
            stockholders                             $  (1,190)       $    (463)
                                                     =========        =========
Basic and diluted loss per common share              $   (0.07)       $   (0.03)
                                                     =========        =========
Basic and diluted weighted average shares               16,173           15,544
                                                     =========        =========

               The accompanying notes are an integral part of the
                  condensed consolidated financial statements.


                                       2
<PAGE>


                      COMFORCE CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (in thousands) (unaudited)

<TABLE>
<CAPTION>
                                                                       Three Months Ended, March 31,
                                                                       -----------------------------
                                                                            1999           1998
                                                                          --------       --------
<S>                                                                       <C>            <C>
Net cash flows provided by (used in) operating  activities                $   (636)      $  2,064
                                                                          --------       --------
Cash flows from investing activities:
  Acquisition,  net of cash acquired                                            --         (3,574)
  Purchases of property and equipment                                       (1,415)        (1,693)
  Payments of contingent consideration                                        (571)            --
  Increase in other assets                                                      --           (871)
                                                                          --------       --------
          Net cash flows used in investing activities                       (1,986)        (6,138)
                                                                          --------       --------
Cash flows from financing activities:
  Borrowings under long-term line of credit agreement                        6,406        (11,170)
  Repayments under long-term line of credit agreement                       (6,086)        10,526
  Reduction of capital lease obligation                                        (36)           (50)
  Proceeds from exercise of stock options                                       --             15
  Proceeds from exercise of warrants                                            --            118
  Payment of registration costs                                                 --            (11)
  Dividends paid                                                                --            (13)
                                                                          --------       --------
          Net cash flows (used in) provided by financing activities            284           (585)
                                                                          --------       --------
  Decrease in cash and cash equivalents                                     (2,338)        (4,659)
  Cash and cash equivalents, beginning of period                             4,599          6,512
                                                                          --------       --------
          Cash and equivalents, end of period                             $  2,261       $  1,853
                                                                          ========       ========

Supplemental cash flow information: Cash paid during the period for:
  Interest paid                                                           $  1,189       $    930
  Income taxes paid                                                            513             44

Supplemental schedule of noncash investing and financing activities:
  Common stock issued in connection with acquisitions                          264          1,900
  Dividends accrued but not paid                                                --              6
</TABLE>

               The accompanying notes are an integral part of the
                  condensed consolidated financial statements.


                                       3
<PAGE>


                      COMFORCE CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   GENERAL

The accompanying  unaudited interim condensed  consolidated financial statements
of COMFORCE Corporation, COMFORCE Operating, Inc. ("COI") and their subsidiaries
(collectively,  the  "Company")  have been  prepared  pursuant  to the rules and
regulations of the Securities and Exchange  Commission.  Certain information and
note  disclosures  normally  included in annual  financial  statements have been
condensed or omitted pursuant to those rules and regulations.  In the opinion of
management,  all  adjustments,   consisting  of  normal,  recurring  adjustments
considered  necessary  for a fair  presentation,  have been  included.  Although
management  believes that the  disclosures  made are adequate to ensure that the
information  presented is not  misleading,  it is suggested that these financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto included in the Company's Annual Report on Form 10-K for the fiscal year
ended  December 31, 1998.  The results for the three months ended March 31, 1999
and 1998 are not  necessarily  indicative of the results of  operations  for the
entire year.

2.   NEWLY-ISSUED ACCOUNTING STANDARDS

On June 15, 1998,  the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards No. 133, Accounting for Derivative
Instruments and Hedging  Activities  ("SFAS 133"). SFAS 133 is effective for all
fiscal  quarters of all fiscal years  beginning  after June 15, 1999 (January 1,
2000 for the  Company).  The Company does not expect the adoption of SFAS 133 to
have a  significant  effect  on  the  Company's  results  of  operations  or its
financial position.

3.   DEBT

Notes  payable  and  long-term  debt at March 31,  1999 and  December  31,  1998
consisted of the following (in thousands):

                                                            March   December 31,
                                                            1999       1998
                                                          --------    --------

12% Senior Notes, due 2007                                $110,000    $110,000

15% Senior Secured PIK Debentures, due 2009                 23,162      23,162
Revolving line of credit, due November 26, 2002,
with interest payable monthly at LIBOR plus up to 2.25%
At March 31, 1999, the rate was 7.2%                        45,737      45,417
                                                          --------    --------
                                                           178,899     178,579
    Less, current portion                                    4,000       4,000
                                                          --------    --------

        Total long-term debt                              $174,899    $174,579
                                                          ========    ========

4.   EQUITY

The  increase  in shares  issued  during the three  months  ended March 31, 1999
relates  principally  to 55,554 shares issued at a price of $4.75 per share as a
contingent  payment in connection  with the Company's 1996  acquisition of Force
Five, Inc.


                                       4
<PAGE>


5.   EARNINGS PER SHARE

Basic  earnings  (loss) per common  share is computed by dividing  net  earnings
(loss)  available  for common  stockholders  by the weighted  average  number of
shares of common stock outstanding  during each period.  Diluted earnings (loss)
per share is computed assuming the conversion of stock options and warrants with
a market value  greater than the  exercise  price to the extent such  conversion
assumption  is  dilutive.  The  following  represents  a  reconciliation  of the
numerators  and  denominators  for  basic  and  diluted  loss per  share for the
three-month periods ended March 31, 1999 and 1998 (in thousands):

<TABLE>
<CAPTION>
                                                             Three Months Ended March 31,
                                                             ---------------------------
                                                                1999             1998
                                                              --------         --------
<S>                                                           <C>              <C>
Numerator:
  Net loss                                                    $ (1,190)        $   (457)
  Preferred stock dividends                                         --               (6)
                                                              --------         --------
  Numerator for basic and diluted loss per share--loss
    available to common stockholders                          $ (1,190)        $   (463)
                                                              ========         ========
Denominator:
  Weighted-average shares                                       16,173           15,544
                                                              ========         ========
</TABLE>

Outstanding  options and  warrants to purchase  shares of common  stock were not
included in the  computation of diluted  earnings (loss) per share because their
effect would be anti-dilutive.

6.   INDUSTRY SEGMENT INFORMATION:

The Company has  determined  that its reportable  segments can be  distinguished
principally by the types of services offered to the Company's clients.

Revenues  and  profits  in the  Staff  Augmentation  segment  are  generated  by
providing   temporary   employees   to   client   companies   generally   on   a
time-and-materials  basis.  Staff  Augmentation  services  are  offered  through
several divisions.  Telecom provides  telecommunications  workers,  primarily to
telecommunications  companies;  Information  Technologies  provides programmers,
systems consultants, software engineers and other IT workers to a broad range of
companies  which  outsource  portions  of their IT  requirements;  and  Staffing
Services provides primarily technical workers,  including engineers,  scientists
and laboratory workers, to a variety of corporations and laboratories.

Revenues and profits in the Financial  Services  segment are  generated  through
outsourcing and consulting services for client companies.  Financial Services is
composed  of two  distinct  activities:  the  Pro  Unlimited  division  provides
confidential  consulting and conversion  services related to clients' employment
of  independent  contractors,  and typically  involves  providing  non-recruited
payrolling  services to those  clients.  The  Financial  Services  segment  also
includes outsourcing services to independent  consulting and staffing companies,
in which the Company  provides  payroll funding services and back office support
to those clients.

The accounting  policies of the segments are the same as those  described in the
notes to the consolidated financial statements contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998. The Company  evaluates
the  performance  of its  segments  and  allocates  resources  to them  based on
operating  contribution,  which represents segment revenues less direct costs of
operations,  excluding the  allocation of corporate  general and  administrative
expenses.


                                       5
<PAGE>


The table below presents information on the revenues and operating  contribution
for each segment for the three  months ended March 31, 1999 and 1998,  and items
which reconcile segment operating contribution to the Company's reported pre-tax
loss.

                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                      1999               1998
                                                   ---------          ---------
                                                          (in thousands)
Net sales of services:
  Financial Services                               $  24,185          $  20,994
  Staff Augmentation                                  82,890             91,013
                                                   ---------          ---------
                                                     107,075            112,007
                                                   ---------          ---------
Operating contribution:
  Financial Services                                   2,784              3,035
  Staff Augmentation                                   6,984              7,262
                                                   ---------          ---------
                                                       9,768             10,297
                                                   ---------          ---------
Consolidated expenses:
  Interest                                             5,293              5,159
  Depreciation and amortization                        1,660              1,337
  Corporate general and administrative                 4,153              3,929
                                                   ---------          ---------
                                                      11,106             10,425
                                                   ---------          ---------

Loss before income taxes                           $  (1,338)         $    (128)
                                                   =========          =========

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

     The discussion set forth below  supplements  the  information  found in the
unaudited  condensed  consolidated  financial  statements  and related  notes of
COMFORCE  Corporation,  COMFORCE Operating,  Inc. ("COI") and their subsidiaries
(collectively, the "Company").

Overview

     The  Company  operates  its  Staff  Augmentation   business  through  three
divisions  --  Information  Technology,   Telecom  and  Staffing  Services.  The
Company's outsourcing and consulting services are provided through its Financial
Services division.

     Gross  margins on staffing  services  can vary  significantly  depending on
factors such as the specific services being performed, the overall contract size
and the amount of recruiting  required.  Margins on the  Company's  sales in the
technical  services sector are typically  significantly  lower than those in the
telecommunications,  information  technology  and  financial  services  sectors.
Consequently,  changes in the Company's  sales mix can be expected to impact the
overall gross margins generated by the Company.

     Staffing personnel placed by the Company are employees of the Company.  The
Company  is  responsible  for  employee  related  expenses  for  its  employees,
including workers' compensation,  unemployment compensation insurance,  Medicare
and Social  Security  taxes and general  payroll  expenses.  The Company  offers
health,  dental,  disability and life insurance to its billable  employees,  and
offers retirement plans to eligible employees.


                                       6
<PAGE>


Results of Operations

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998

     Net sales of services for the three months ended March 31, 1999 were $107.1
million as compared to $112.0 million for the three months ended March 31, 1998.
This 4.4%  decline in net sales of services  is  attributable  principally  to a
decrease in sales in the Staffing Services  division due to substantially  lower
sales with the Company's largest customer.  The decrease was partially offset by
sales   increases   in   the   Company's   Financial   Services   division   and
Telecommunications division.

     Cost of services for the three months ended March 31, 1999 was 81.6% of net
sales of services  compared  to cost of  services of 81.9% for the three  months
ended March 31, 1998. The cost of services decrease as a percentage of net sales
for the 1999  period is a result of the  Company's  business  mix in such  three
month  period,  which  reflected  growth  in  the  Company's  Telecommunications
division and Financial  Services  division.  These  divisions have  historically
generated higher gross margins than the more mature Staffing Services division.

     Selling  general  and  administrative  expenses  increased  by less than 1%
during the first quarter of 1999 as compared to the first  quarter of 1998.  Due
to the decline of net sales of services  discussed  above,  selling  general and
administrative  expenses as a percentage  of revenue  increased to 13.1% for the
three months  ended March 31, 1999  compared to 12.5% for the three months ended
March 31, 1998.

     Operating  income  for the  three  months  ended  March  31,  1999 was $4.0
million, compared to operating income of $5.0 million for the three months ended
March 31, 1998.  This decrease was  principally  attributable to the reduced net
sales of services discussed above.

     The  Company's  interest  expense for the three months ended March 31, 1999
and 1998 is attributable  to the interest on the Company's  credit facility with
Heller Financial, Inc. (the "Credit Facility"),  COI's 12% Senior Notes due 2007
(the "COI Notes") and the Company's 15% Senior  Secured PIK  Debentures due 2009
(the "PIK Debentures"),  which obligations were incurred in 1997, principally in
connection with the funding of business acquisitions.

     The  income tax  benefit  for the three  months  ended  March 31,  1999 was
$148,000  on a loss  before  taxes of $1.3  million,  compared  to an income tax
expense of  $329,000 on a loss before  taxes of  $128,000  for the three  months
ended March 31, 1998. The difference  between the Federal  statutory  income tax
rate  and  the   Company's   effective   tax  rate  relates   primarily  to  the
nondeductibility  of amortization  expense  associated  with certain  intangible
assets and state income taxes.

Financial Condition, Liquidity and Capital Resources

     The Company pays its billable  employees  weekly for their services  before
receiving  payment from its customers.  Additionally,  certain statutory payroll
and related  taxes as well as other fringe  benefits are  generally  paid by the
Company before the Company receives payment from its customers.  Consequently, a
significant  portion of the  Company's  cost of services is normally paid by the
Company  prior  to  receiving  payment  from  its  customers.  Increases  in the
Company's net sales of services, resulting from expansion of existing offices or
establishment of new offices, will require additional cash resources.

     The debt service costs  associated with the borrowings  under the COI Notes
and the Credit Facility have significantly reduced the Company's liquidity.  The
debt service costs  associated with the PIK Debentures may be satisfied  through
the issuance of new notes. To date, the Company has chosen to issue new notes to
pay these costs.

     Management of the Company believes that, based on the results of operations
and anticipated growth,  including growth through  acquisitions,  cash flow from
operations and funds anticipated to be available under the Credit Facility will


                                       7
<PAGE>


be  sufficient  to  service  the  Company's  indebtedness,  to  fund  growth  at
anticipated levels and to meet anticipated working capital  requirements for the
foreseeable  future.  However,  various  factors,  including  those described or
referenced  under  "Forward-Looking  Statements"  and "Year 2000" in this Item 2
could prevent the Company from realizing these objectives.

     As of March  31,  1999,  the  Company  had  outstanding  $23.2  million  in
principal  amount of PIK Debentures  bearing  interest at a rate of 15%,  $110.0
million in principal  amount of COI Notes bearing  interest at a rate of 12% and
$45.7  million  outstanding  under the Credit  Facility  bearing  interest at an
average rate of 7.2% per annum.

     As of March 31,  1999,  approximately  $138.7  million,  or  54.8%,  of the
Company's  total  assets  were  intangible   assets.   These  intangible  assets
substantially  represent amounts attributable to goodwill recorded in connection
with the  Company's  acquisitions  and will be amortized  over a five to 40 year
period,  resulting in an annual charge of  approximately  $4.3 million.  Various
factors could impact the Company's ability to generate the earnings necessary to
support  this  amortization   schedule,   including  the  factors  described  or
referenced under "Forward-Looking Statements" and "Year 2000" in this Item 2.

     The Company is  obligated  under  various  acquisition  agreements  to make
earn-out payments to the sellers of acquired companies,  subject to the acquired
companies' meeting certain contractual  requirements.  The maximum amount of the
remaining  potential  earn-out  payments is $4.7  million in cash payable in the
three-year  period from 1999 to 2001 and 193,000 shares of the Company's  common
stock issuable in 1999. The Company cannot currently estimate whether it will be
obligated to pay the maximum amount;  however,  the Company anticipates that the
cash generated by the operations of the acquired companies will provide all or a
substantial  part of the  capital  required  to fund  the  cash  portion  of the
earn-out payments.

     During the three months ended March 31, 1999, the Company's primary sources
of funds to meet working  capital  needs were from  existing  cash  balances and
borrowings under the Credit Facility.  Cash and cash equivalents  decreased $2.3
million  during  the three  months  ended  March 31,  1999.  Cash  flows used in
investing activities of $2.0 million and cash flows used in operating activities
of $636,000  were in excess of cash flows  provided by financing  activities  of
$284,000.  Cash flows used in investing  activities were principally  related to
additions to fixed  assets.  Cash flows  provided by financing  activities  were
principally attributable to net borrowings under the Credit Facility.

Year 2000

     The Company has  completed  a review of its  potential  Year 2000 issues by
examining all of its internal and third party  applications,  operating systems,
interfaces and hardware.  Independent of its Year 2000 compliance  program,  the
Company  initiated a major  system  conversion  beginning  in early 1998,  based
principally  on  industry-leading  PeopleSoft(R)  software,  in order to improve
access to business  information  through common,  integrated  computing  systems
nationwide. The Company's conversion to these new systems, which are expected to
make the Company's IT systems fully Year 2000  compliant,  is now  approximately
90% complete and is expected to be completed during the second quarter of 1999.

     In assessing potential Year 2000 issues, the Company has established a Year
2000 committee, a compliance program and a budget. The committee has divided the
Company's Year 2000 compliance program into four sections: (1) systems inventory
and assessment,  (2) systems testing evaluation and monitoring,  (3) third party
suppliers and (4)  contingency  planning.  Systems  inventory and assessment has
been  completed,  and the  remaining  sections are expected to be  substantially
completed by mid-1999. The Company expects that all of its IT systems and non-IT
systems will be Year 2000  compliant  prior to December  31,  1999.  The Company
estimates the total Year 2000 expenditures  which will be incurred in the future
will be less than $1.0  million.  Not  included  in these costs are the costs of
conversion  to the  new  integrated  computing  systems,  which  was  undertaken
independently of its Year 2000 compliance initiative.

     As a  part  of  its  Year  2000  compliance  program,  the  Company  is  in
communication  with its material  third-party  vendors and service  providers in
order to assess their Year 2000  readiness  and seek to ensure that they will be
Year 2000 compliant. The Company has advised its vendors that it expects them to
provide confirmation of their Year 2000 readiness


                                       8
<PAGE>


during the second  quarter of 1999. In the event the Company does not believe it
has received  reasonable  assurance from its vendors as to Year 2000 compliance,
the Company will seek to establish relationships with vendors that are Year 2000
compliant.  With respect to the purchases of computer  systems,  or upgrades for
existing  computer  systems,  the  Company's  policy  is to  receive  Year  2000
certification from the vendor prior to completing the purchase.

     The  statements  above which  express the  Company's  belief that Year 2000
problems  will  not  have  a  material  adverse  effect  on the  Company  may be
forward-looking  statements.  Although  management believes that the Company has
acted with  appropriate  diligence to address  potential  Year 2000  issues,  no
assurance  can be given that Year 2000  issues  will not  materially  affect its
business or  operations.  Factors which could  potentially  cause the Company to
suffer  business  interruptions  or other losses include the failure of its Year
2000  project  team  to  identify  latent  or  other   non-compliant   codes  or
technologies, the failure of any of the customers, vendors, service suppliers or
financial  institutions  with which the Company  deals to address their own Year
2000 problems or the  ineffectiveness  of any contingency  plans put in place by
the Company to mitigate the effects of  interruptions  in its  businesses due to
Year 2000 problems.

Seasonality

     The Company's  quarterly  operating  results are affected  primarily by the
number of billing  days in the quarter  and the  seasonality  of its  customers'
businesses.   Demand  for  services  in  the  technical   services   sector  has
historically  been lower during the  year-end  holidays  through  January of the
following  year,  showing  gradual  improvement  over the remainder of the year.
Although less pronounced than in technical services,  the demand for services in
the  telecommunications  and IT  sectors  is  typically  lower  during the first
quarter until customers' operating budgets are finalized.

Other Matters

     On June 15, 1998, the Financial  Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards No. 133, Accounting for Derivative
Instruments and Hedging  Activities  ("SFAS 133"). SFAS 133 is effective for all
fiscal  quarters of all fiscal years  beginning  after June 15, 1999 (January 1,
2000 for the  Company).  The Company does not expect the adoption of SFAS 133 to
have a  significant  effect  on  the  Company's  results  of  operations  or its
financial position.

Forward Looking Statements

     The matters  discussed  below and elsewhere in this Report contain  forward
looking  statements that involve risks and  uncertainties,  many of which may be
beyond the Company's control.  See "Forward Looking Statements" in Item 1 of the
Company's Annual Report on Form 10-K for the Year ended December 31, 1998, "Year
2000" in this Item 2 and "Risk  Factors" in the Company's S-3 filed with the SEC
on March 19, 1999 (Reg. No. 333-74689).  This disclosure may be accessed through
the Website maintained by the SEC at "http://www.sec.gov"  or, upon request made
to Linda Annicelli,  Vice President of Administration  at COMFORCE  Corporation,
415  Crossways  Park  Drive,  P.O.  Box  9006,  Woodbury,  NY  11797,  telephone
516-437-3300, the Company will provide a copy of this disclosure without charge.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

     The  preponderance of the Company's  borrowings are fixed rate obligations.
During the quarter ended March 31, 1999, only approximately 15% of the Company's
interest  expense was  attributable  to variable  rate loans,  all of which were
under the Credit  Facility.  Consequently,  management does not believe that any
adjustments to the rate under the Credit  Facility are likely to have a material
impact on its results of operations in the immediate future. The Company has not
entered into any swap  agreements  or other hedging  transactions  as a means of
limiting its exposure to interest rate fluctuations.


                                       9
<PAGE>


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

     Since the date of the filing of the  Company's  Annual Report on Form 10-K,
there have been no material new legal  proceedings  involving the Company or any
material developments to the proceedings described in such 10-K.

Item 2.  Changes in Securities and Use of Proceeds.

     On February 17, 1999,  the Company issued 55,554 shares in the aggregate to
the two former  shareholders of the Company's Force Five, Inc.  subsidiary under
the terms of the earn-out  provisions of the  agreement  pursuant to which Force
Five,  Inc. was acquired by the Company.  In issuing these  shares,  the Company
relied upon the exemption from registration under Section 4(2) of the Securities
Act of 1933. The Company subsequently registered these shares for resale under a
registration statement filed with the Securities and Exchange Commission.

Item 5.  Other Information.

     Effective  April 7, 1999,  Marc Werner resigned as director of the Company.
Six persons  continue to serve on the Company's  Board.  The Company  intends to
fill the vacancy created by Mr. Werner's  resignation at the next annual meeting
of shareholders, presently scheduled to be held on June 9, 1999.

     As  previously  reported  by  the  Company,  on May 5,  1999,  the  Company
dismissed PricewaterhouseCoopers LLP as its independent accountants. The Company
appointed  KPMG LLP to serve as its  independent  accountants.  The  decision to
change independent  accountants was approved by the Company's Board of Directors
upon the recommendation of the Audit Committee.

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

(a)  Exhibits.

27   Financial Data Schedule of COMFORCE Corporation.

(b)  Reports on Form 8-K.

     On January  7,  1999,  the  Company  filed a Current  Report on Form 8-K to
report under Item 5 the  resignations  of two directors from the Company's Board
and the decision of the founders of the Company's staffing business to terminate
their affiliation with the Company.


                                       10
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934,  each
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunder duly authorized.


COMFORCE Corporation


By:  /s/ Robert H.B. Baldwin, Jr.
     -------------------------------------------------
     Robert H.B. Baldwin, Jr.,
     Senior Vice President and Chief Financial Officer

Date: May 14, 1999


COMFORCE Operating, Inc.

By:  /s/ Robert H.B. Baldwin, Jr.
     -------------------------------------------------
     Robert H.B. Baldwin, Jr.,
     Senior Vice President and Chief Financial Officer

Date: May 14, 1999


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