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 29, 2002
                                       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: 1-6081

                              COMFORCE Corporation
             (Exact name of registrant as specified in its charter)

            Delaware                                     36-2262248
-----------------------------------            ---------------------------------
(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 November 7, 2002
   ----------------------------              -------------------------------
   Common stock, $.01 par value                    16,659,356 shares


<PAGE>

                                                COMFORCE Corporation

                                                        INDEX

                                                                           Page
                                                                          Number

PART I        FINANCIAL INFORMATION...........................................3

Item 1.       Financial Statements............................................3

              Consolidated Balance Sheets at September 29, 2002
                  (unaudited) and December 30, 2001...........................3

              Consolidated Statements of Operations for the three
                  and nine months ended September 29, 2002
                  and September 30, 2001 (unaudited)..........................4

              Consolidated Statements of Cash Flows for the nine months
                  ended September 29, 2002 and September 30, 2001 (unaudited).5

              Notes to Unaudited Consolidated Financial Statements............6

Item 2.       Management's Discussion and Analysis of
                  Financial Condition and Results of Operations..............12

Item 3.       Quantitative and Qualitative Disclosure about Market Risk......18

Item 4.       Controls and Procedures........................................18

PART II       OTHER INFORMATION..............................................18

Item 1.       Legal Proceedings .............................................18

Item 2.       Changes in Securities and Use of Proceeds (not applicable).....18

Item 3.       Defaults Upon Senior Securities (not applicable)...............19

Item 4.       Submission of Matters to a Vote of Security Holders
                  (not applicable)...........................................19

Item 5.       Other Information .............................................19

Item 6.       Exhibits and Reports on Form 8-K   ............................19


SIGNATURES...................................................................20
CERTIFICATIONS...............................................................20

<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                      COMFORCE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
               (in thousands, except share and per share amounts)

                                                                         September 29, 2002       December 30, 2001
                                                                         ------------------       -----------------
    ASSETS:                                                                 (unaudited)

    Current assets:
<S>                                                                       <C>                      <C>
         Cash and cash equivalents                                        $        4,473           $        4,067
         Accounts receivable, net                                                 46,740                   44,091
         Funding and service fees receivable, net                                 28,668                   35,938
         Prepaid expenses and other current assets                                 3,991                    5,733
                                                                         ------------------       -----------------
                  Total current assets                                            83,872                   89,829

    Deferred income taxes, net                                                     1,619                       --
    Property and equipment, net                                                   12,274                   12,590
    Intangible assets, net                                                           215                       --
    Goodwill, net                                                                 79,242                  134,283
    Deferred financing costs, net                                                  2,846                    3,307
                                                                         ------------------       -----------------
                  Total assets                                            $      180,068           $      240,009
                                                                         ==================       =================

    LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY:

    Current liabilities:
         Accounts payable                                                 $        1,998           $        3,440
         Accrued expenses                                                         34,746                   28,487
                                                                         ------------------       -----------------
                  Total current liabilities                                       36,744                   31,927

    Long-term debt                                                               145,907                  154,720
    Deferred income taxes, net                                                        --                      581
    Other liabilities                                                                361                      244
                                                                         ------------------       -----------------
                  Total liabilities                                              183,012                  187,472
                                                                         ------------------       -----------------

    Commitments and contingencies
    Stockholders' (deficit) equity:
          Common stock, $.01 par value; 100,000,000 shares authorized;
                 16,659,341 shares and 16,659,173 shares issued and outstanding
                 at September 29, 2002 and
                 December 30, 2001, respectively                                     167                      167
         Additional paid-in capital                                               49,589                   49,581
         Accumulated other comprehensive loss                                       (278)                    (309)
         (Accumulated deficit) retained earnings                                 (52,422)                   3,098
                                                                         ------------------       -----------------
                  Total stockholders' (deficit) equity                            (2,944)                  52,537
                                                                         ------------------       -----------------
                  Total liabilities and stockholders' (deficit)
                        equity                                            $      180,068           $      240,009
                                                                         ==================       =================
</TABLE>
     The accompanying  notes are an integral part of the unaudited  consolidated
financial statements.


<PAGE>

<TABLE>
<CAPTION>
                      COMFORCE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     (in thousands except per share amounts)
                                   (unaudited)

                                                                    Three Months Ended                    Nine Months Ended
                                                              September 29        September 30,    September 20       September 30
                                                                  2002               2001               2002              2001
                                                             --------------    ----------------    -------------     ---------------

Revenue:
<S>                                                             <C>                <C>              <C>                <C>
      Net sales of service                                      $ 95,607           $ 107,508        $ 283,832          $  343,067

Costs and expenses:
      Cost of services                                            78,062              86,337          231,104             271,454
      Selling, general and administrative expenses                13,599              15,103           41,279              49,598
      Depreciation and amortization                                1,004               2,021            2,985               5,894
                                                             ------------    ----------------    -------------     ---------------
              Total costs and expenses                            92,665             103,461          275,368             326,946
                                                             ------------    ----------------    -------------     ---------------
Operating income                                                   2,942               4,047            8,464              16,121
                                                             ------------    ----------------    -------------     ---------------

Other income (expense):
     Interest expense                                             (4,131)             (4,900)         (12,171)            (15,722)
     Gain on debt extinguishment                                      --               9,322               --              15,858
     Other income, net                                                55                  11              218                  40
                                                             ------------    ----------------    -------------     ---------------
                                                                  (4,076)              4,433          (11,953)                176
                                                             ------------    ----------------    -------------     ---------------

Income (loss) before tax                                          (1,134)              8,480           (3,489)             16,297
Provision (benefit) for income taxes                                (340)              4,052             (769)              8,251
                                                             ------------    ----------------    -------------     ---------------

            Income (loss) before a cumulative effect of a
                change in accounting principle                      (794)              4,428           (2,720)              8,046
Cumulative effect of a change in accounting principle --
     goodwill impairment, net of tax benefit of $2,200                --                  --          (52,800)                 --
                                                             ------------    ----------------    -------------     ---------------
            Net income (loss)                                                      $   4,428                           $    8,046
                                                                    (794)                             (55,520)
                                                             ============    ================    =============     ===============

Basic income (loss) per common share:
     Income (loss) before a cumulative effect of a change
         in accounting principle                                $  (0.05)          $    0.27        $   (0.16)         $     0.48
     Cumulative effect of a change in accounting principle
         -goodwill impairment                                         --                  --            (3.17)                 --
                                                             --------------    ----------------    -------------     ---------------
     Net income (loss)                                          $  (0.05)          $    0.27        $   (3.33)         $     0.48
                                                             ==============    ================    =============     ===============

Diluted income (loss) per common share:
     Income (loss) before a cumulative effect of a change
         in accounting principle                                $  (0.05)          $    0.26        $  (0.16)          $     0.48
     Cumulative effect of a change in accounting principle
         -goodwill impairment                                                             --           (3.17)                  --
                                                             --------------    ----------------    -------------     ---------------
     Net income (loss)                                          $  (0.05)          $    0.26        $  (3.33)          $     0.48
                                                             ==============    ================    =============     ===============

Weighted average common shares outstanding, basic                 16,659              16,659           16,659              16,659
                                                             ==============    ================    =============     ===============
Weighted average common shares outstanding, diluted               16,659              16,804           16,659              16,862
                                                             ==============    ================    =============     ===============
</TABLE>

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


<PAGE>

<TABLE>
<CAPTION>

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


                                                                                       Nine Months Ended
                                                                             ---------------------------------------
                                                                               September 29,        September 30,
                                                                                   2002                  2001
                                                                             ------------------    -----------------
  Cash flows from operating activities:
<S>                                                                             <C>                  <C>
    Net income (loss)                                                           $   (55,520)         $    8,046
    Adjustments to reconcile net income
           to net cash provided by operating activities:
           Depreciation and amortization                                              2,985               5,894
           Amortization of deferred financing fees                                      682                 592
           Issuance of notes in lieu of interest                                      1,104               1,923
           Gain on repurchase of Senior Notes                                            --              (2,238)
           Gain on repurchase of PIK Debentures                                          --              (7,025)
           Write-off of goodwill, net of tax                                         52,800                  --
           Gain on sale of fixed assets                                                (156)                 --
     Changes in assets and liabilities, net of effects of acquisitions
        of businesses:
           Accounts receivable and funding service fees receivable                    4,652              22,858
           Prepaid expenses and other current assets                                    932                (953)
           Accounts payable and accrued expenses                                      4,783              (2,149)
           Decrease in income tax receivable                                            810                  --
                                                                             ---------------    ----------------
  Net cash provided by operating activities                                          13,072              26,948
                                                                             ---------------    ----------------

  Cash flows from investing activities:
       Purchases of property and equipment                                           (2,504)             (2,900)
       Disposal of fixed assets                                                         434                  --
       Payments of contingent consideration                                            (323)               (773)
       (Increase) in deferred costs and other assets                                     --                (250)
                                                                             ---------------    ----------------
  Net cash used in investing activities                                              (2,393)             (3,923)
                                                                             ---------------    ----------------

  Cash flows from financing activities:
       Net repayments under capital leases                                             (135)                (60)
       Net repayments under line of credit agreement                                 (9,917)             (9,805)
       Repurchase of Senior Notes and PIK Debentures                                     --             (11,336)
       Debt financing costs                                                            (221)               (270)
       Cash consideration paid in exchange of convertible debt                           --              (1,000)
                                                                             ---------------    ----------------
  Net cash used in financing activities                                             (10,273)            (22,471)
                                                                             ---------------    ----------------

  Net increase in cash and cash equivalents                                             406                 554
       Cash and cash equivalents at beginning of period                               4,067               4,940
                                                                             ---------------    ----------------
       Cash and cash equivalents at end of period                               $     4,473          $    5,494
                                                                             ===============    ================

  Supplemental disclosures:
       Cash paid for:
        Interest                                                                $     7,001          $    8,976
        Income taxes                                                                    362               5,591
        Supplemental schedule of significant non-cash financing activities:
            Issuance of 8% subordinated convertible note in exchange
            for 15% PIK Debentures                                              $       --           $    8,000
</TABLE>

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


<PAGE>

                      COMFORCE CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   GENERAL

     The accompanying  unaudited interim  consolidated  financial  statements of
COMFORCE  Corporation  ("COMFORCE")  and its  subsidiaries,  including  COMFORCE
Operating,  Inc.  ("COI")  (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 30, 2001.  The results for the three and nine months
ended  September  29,  2002 are not  necessarily  indicative  of the  results of
operations for the entire year.

2.   DEBT

     Notes  payable and  long-term  debt at September  29, 2002 and December 30,
2001 consisted of (in thousands):

<TABLE>
<CAPTION>
                                                                                September 29,          December 30,
                                                                                     2002                  2001
                                                                                ------------           ------------

<S>     <C>                   <C>                                                 <C>                   <C>
        12% Senior Notes, due 2007                                                $  87,000             $ 87,000
        15% Senior Secured PIK Debentures, due 2009                                  11,158               10,379
        8% Subordinated Convertible Notes due 2009                                    8,446                8,121
        Revolving line of credit, due December 14, 2003, with interest
                 payable monthly at LIBOR plus 3.0% with a weighted
                 average rate of 4.58% at September 29, 2002 and
                 LIBOR plus 2.25% with a weighted average rate of
                 4.33% at December 30, 2001                                          39,303               49,220
                                                                                ------------           ------------

        Total long-term debt                                                       $145,907             $154,720
                                                                                ============           ============
</TABLE>

     The debt service costs  associated  with  COMFORCE's 15% Senior Secured PIK
Debentures due 2009 (the "PIK  Debentures") may be satisfied through issuance of
new PIK  Debentures  through  December  1,  2002  and  the  debt  service  costs
associated  with  COMFORCE's  8%  Subordinated  Convertible  Notes due 2009 (the
"Convertible  Notes") may be satisfied through issuance of new Convertible Notes
through December 1, 2003.  Beginning with the interest payment due June 1, 2003,
COMFORCE  will be required to pay interest on the PIK  Debentures  in cash,  and
beginning with the interest payment due June 1, 2004,  COMFORCE will be required
to pay  interest  on the  Convertible  Notes in cash.  Its  ability  to do so is
expected to be dependent on its availability of funds for this purpose,  whether
through  borrowings  by COI under  the  revolving  credit  facility  agented  by
Whitehall  Business Credit  Corporation  (formerly IBJ Whitehall Business Credit
Corporation) (the "Whitehall Credit  Facility"),  funds from COI's operations or
otherwise,  and on  COI's  ability  to  upstream  funds in  accordance  with the
restricted payments test under the indenture for COI's 12% Senior Notes due 2007
(the "Senior  Notes").  COMFORCE's  ability to repay the PIK  Debentures and the
Convertible Notes at their respective maturity dates in December 2009, or on any
earlier required  repayment or repurchase  dates, will also be dependent on such
conditions and availability of funds.

     Under the indenture,  COI is restricted in upstreaming  funds to its parent
COMFORCE.  Under  one  interpretation  of  these  restrictive  provisions,   COI
anticipates  that it will  have  adequate  funds  eligible  for  upstreaming  to
COMFORCE  to pay cash  interest  that will be due on June 1, 2003.  COI plans to
request   clarification   from  the  indenture  trustee  in  addressing  certain
interpretive  issues under the indenture.  If the Company's  interpretation does
not receive  support from the trustee or the Company is otherwise  unable to pay
interest  under the PIK Debentures or the  Convertible  Notes when due, then, in
addition to being a default  under these  instruments,  such  non-payment  would
constitute  a  default  under  the  Whitehall  Credit   Facility.   Under  these
circumstances,  the Company's  management  may take steps  designed to prevent a
default from occurring, such as seeking a consent from the holders of the Senior
Notes to  upstream  funds to pay  interest on the  Convertible  Notes or the PIK
Debentures,  or seeking to raise  capital at the COMFORCE  level (not subject to
upstreaming  restrictions)  through  the  issuance of  additional  capital or by
obtaining a loan to provide  necessary  funds to satisfy these  obligations.  No
assurance can be given that the indenture trustee will provide needed comfort to
the Company in  interpreting  the  indenture  or that any steps taken to avoid a
default will prove  successful,  in which case the lenders  under the  Whitehall
Credit Facility and the holders of the PIK Debentures and Convertible  Notes may
exercise remedies available to them.

     Effective as of May 10, 2002, the Company  entered into an amendment to the
Whitehall  Credit  Facility  to,  among  other  things  (i) waive the  Company's
non-compliance  with the fixed-charge  coverage ratio for the period ended March
31, 2002, (ii) reduce the  fixed-charge  coverage ratio in future  periods,  and
(iii) increase each level of the applicable rate and LIBOR margins by 0.25%.

3.   FISCAL YEAR

     On March 22, 2001, the Company's Board of Directors adopted a resolution to
change  the  Company's  fiscal  year,  which was  previously  a  calendar  year.
Beginning in 2001,  the fiscal year consists of the 52 or 53 weeks ending on the
last Sunday in December. Accordingly, the Company's current fiscal year will end
on Sunday, December 29, 2002.

4.   INCOME (LOSS) PER SHARE

     Basic  income  (loss) per common  share is computed by dividing  net income
(loss) by the  weighted  average  number of shares of common  stock  outstanding
during each period.  Diluted  income  (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  income  (loss) per share for the three and nine month periods
ended September 29, 2002 and September 30, 2001 (in thousands):
<TABLE>
<CAPTION>

                                                  Three Months Ended                       Nine Months Ended
                                          ------------------------------------    -----------------------------------
                                           September 29,       September 30,      September 29,         September 30,
                                              2002                2001                2002                  2001
                                          --------------       -------------      -------------         -------------
 Numerator:
Income (loss) before  a cumulative
     effect of a change in accounting
<S>                                          <C>                 <C>                <C>                  <C>
     principle                               $    (794)          $   4,428          $  (2,720)           $   8,046
     Cumulative effect of a change in
          accounting principle --
          goodwill impairment, net of
          tax benefit                               --                  --            (52,800)                  --
                                          --------------        ------------      -------------         -------------
     Net income (loss)                       $    (794)          $   4,428          $ (55,520)           $   8,046
                                          ==============       =============      =============         =============

 Denominator:
     Weighted average shares -- basic           16,659              16,659             16,659               16,659

 Effect of dilutive securities:
     Warrants and Employee stock options
                                                    --                 145                 --                  203
                                          -------------        -------------      -------------         -------------

 Denominator for diluted income (loss)
     per share - adjusted weighted
     average shares and assumed
     conversions                                16,659              16,804             16,659               16,862
                                          =================    =============      =============         =============
</TABLE>

     Outstanding  options  and  warrants  to  purchase  shares of common  stock,
representing approximately 3.6 million shares of common stock, were not included
in the  computations  of diluted  net income  (loss) per share for the three and
nine  months  ended   September   29,  2002   because   their  effect  would  be
anti-dilutive.

5.   STOCK OPTIONS

     During  the first  nine  months of 2002,  the  Company  granted  options to
purchase in  aggregate  of 60,000  shares of the  Company's  common  stock at an
exercise  price of $1.10 per share and 535,000  shares of the  Company's  common
stock at an exercise price of $1.45, which was equal to or greater than the fair
market  value of the  common  stock on the date of  grant.  These  options  were
granted to 23 individuals  who are officers,  directors,  employees or agents of
the Company.  These  options were granted under the  Company's  Long-Term  Stock
Investment  Plan.  The options  granted to directors  provide for vesting on the
first  anniversary  of the date of grant and the remaining  options  provide for
vesting 6, 18 and 30 months after the date of grant in equal increments.

     At the annual  meeting of  stockholders  of the Company held June 13, 2002,
the stockholders  approved the COMFORCE Corporation 2002 Stock Option Plan under
which options to purchase up to 1,000,000  shares of the Company's  common stock
may be granted by the Company to officers,  directors,  employees  and agents of
the Company at exercise prices not less than market prices at the date of grant.
To date, no options have been issued under this plan.


6.   INDUSTRY SEGMENT INFORMATION

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

     The Company reports its results  through three operating  segments -- Staff
Augmentation,  Human  Capital  Management  Services  and  Financial  Outsourcing
Services.  The Staff Augmentation segment provides information  technology (IT),
technical,  telecom,  healthcare support and other staffing services.  The Human
Capital Management  Services segment provides  contingent  workforce  management
services.  The Financial  Outsourcing Services segment provides funding and back
office support services to independent consulting and staffing companies.

     The accounting  policies of the segments are the same as those described in
Note 2 to the consolidated  financial  statements of the Company included in the
Company's  Annual  Report on Form 10-K for the year  ended  December  30,  2001.
COMFORCE  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.  Assets of the operating segments reflect primarily net
accounts receivable and goodwill  associated with segment activities;  all other
assets are  included  as  corporate  assets.  The  Company  does not account for
expenditures for long-lived assets on a segment basis.

     The  table  below  presents  information  on  the  revenues  and  operating
contribution  for each segment for the three and nine months ended September 29,
2002 and  September  30,  2001,  and items  which  reconcile  segment  operating
contribution to COMFORCE's reported pre-tax income (loss) (in thousands):



<PAGE>

<TABLE>
<CAPTION>
                                                     Three Months Ended                                  Nine Months Ended
                                        ----------------------------------------------     -----------------------------------------
                                            September 29,           September 30,           September 29,           September 30,
                                                2002                    2001                    2002                    2001
                                        ----------------------    --------------------     ---------------------    ----------------
Net sales of services:
<S>                                           <C>                    <C>                      <C>                     <C>
     Staff Augmentation                       $  51,964              $   73,628               $  157,764              $ 238,777
     Human Capital Management Services           41,537                  31,112                  119,304                 95,046
     Financial Outsourcing Services               2,106                   2,768                    6,764                  9,244
                                        ----------------------    --------------------     ---------------------    ----------------
                                              $  95,607              $  107,508               $  283,832              $ 343,067
                                        ----------------------    --------------------     ---------------------    ----------------

Operating contribution:
    Staff Augmentation                        $   4,897              $    7,055               $   14,249              $  25,580
    Human Capital Management Services             1,089                     716                    3,996                  1,919
    Financial Services                            1,510                   2,134                    4,290                  7,202
                                        ----------------------    --------------------     ---------------------    ----------------
                                                  7,496                   9,905                   22,535                 34,701
                                        ----------------------    --------------------     ---------------------    ----------------

Consolidated expenses:
    Interest, net                                 4,076                   4,889                   11,953                 15,682
    Gain on debt extinguishment                      --                  (9,322)                      --                (15,858)
    Depreciation and amortization                 1,004                   2,021                    2,985                  5,894
    Corporate general and
            administrative expenses               3,550                   3,837                   11,086                 12,686
                                        ----------------------    --------------------     ---------------------    ----------------
                                                  8,630                   1,425                   26,024                 18,404
                                        ======================    ====================     =====================    ================
Income (loss) from continuing
operations                                    $  (1,134)             $    8,480               $   (3,489)             $  16,297
                                        ======================    ====================     =====================    ================
</TABLE>


                                        At September 29,        At December 30,
                                              2002                    2001
                                        ----------------        ---------------
Total assets:
    Staff Augmentation                    $     97,310            $    143,009
    Human Capital Management Services
                                                28,673                  25,965
    Financial Services                          28,668                  45,338
   Corporate                                    25,417                  25,697
                                        ---------------    --------------------
                                          $    180,068            $    240,009
                                        ===============    ====================


7.   ACCOUNTING FOR BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS

     In July 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  No. 141,  Business  Combinations  ("SFAS  141"),  Statement  No. 142,
Goodwill and Other  Intangible  Assets  ("SFAS 142") and in August 2001 the FASB
issued  Statement  No.  144,  Accounting  for  the  Impairment  or  Disposal  of
Long-Lived  Assets ("SFAS 144").  SFAS 141  specifies  criteria that  intangible
assets  acquired  in a  purchase  method  business  combination  must meet to be
recognized and reported apart from goodwill. SFAS 142 eliminates the requirement
to amortize  goodwill  and  intangible  assets  with  indefinite  useful  lives.
Instead, they will be tested for impairment at least annually in accordance with
the provisions of SFAS 142. SFAS 142 also requires that  intangible  assets with
definite useful lives be amortized over their respective  estimated useful lives
and  to  their  estimated  residual  values,  and  reviewed  for  impairment  in
accordance with SFAS 144.

     The Company has adopted the  provisions  of SFAS 141 upon  issuance and the
provisions of SFAS 142 as of the beginning of fiscal year 2002.  The Company has
evaluated  its existing  intangible  assets and goodwill  that were  acquired in
prior purchase business  combinations and has reclassified $264,000 net carrying
value of goodwill to  intangible  assets in order to conform to the new criteria
in SFAS 141 for recognition apart from goodwill.  The Company has reassessed the
useful lives and residual  values of the  intangible  assets  acquired,  and has
determined that no amortization period adjustments were necessary.

     The intangible assets with definite useful lives are comprised of covenants
not to compete (being  amortized over periods ranging from 8 to 10 years) with a
gross carrying amount of $558,000 and accumulated amortization of $343,000 as of
September  29,  2002.  The  amortization  expense  for the  three  months  ended
September  29,  2002 was $17,000  and  generated  a tax  benefit of $6,900.  The
amortization  expense for the nine months ended  September  29, 2002 was $50,000
and generated a tax benefit of $20,000.  The estimated  amortization expense for
the following years is as follows (in thousands):

         For year ended 12/29/02                   $  66
         For year ended 12/28/03                      41
         For year ended 12/26/04                      41
         For year ended 12/25/05                      41
         For year ended 12/31/06                      20


     The Company has tested  goodwill  for  impairment  in  accordance  with the
provisions  of SFAS 142 as of the  beginning of fiscal year 2002.  In connection
with the goodwill test, the Company engaged an independent firm to determine the
fair  values  of its  reporting  units  (as  defined  by  SFAS  142).  Based  on
management's  assessment of the circumstances,  considering the firm's findings,
utilizing a discounted cash flow analysis,  the Company recognized an impairment
loss of $55.0 million  ($43.7 million for Staff  Augmentation,  $9.4 million for
Financial  Outsourcing  Services and $1.9 million for Human  Capital  Management
Services)  as a  cumulative  effect of a change in  accounting  principle in the
accompanying  financial  statements  during  the first  quarter  of 2002.  These
impairment  losses  relate  primarily to the goodwill  attributable  to staffing
companies  acquired  by the  Company  in 1996 and 1997,  during  which  time (i)
staffing  companies were customarily valued at higher levels than they currently
command  and  (ii)  the  market  price  of  the   Company's   common  stock  was
substantially higher than the current market price.

     The changes in the  carrying  amount of goodwill  for the nine months ended
September 29, 2002 is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                  Human
                                             Staff               Capital            Financial
                                          Augmentation          Management         Outsourcing      Total
                                          ------------          ----------         -----------   -----------
<S>                    <C> <C>             <C>                   <C>                 <C>         <C>
Balance as of December 30, 2001            $ 113,783             $ 11,100            $ 9,400     $  134,283
Goodwill acquired during year                    223                   --                 --            223
Impairment losses                            (43,700)              (1,900)            (9,400)       (55,000)
Amounts reclassified to
   intangible assets, net                       (264)                  --                 --           (264)
                                          ------------          ----------         -----------   -----------
Balance as of September 29, 2002           $  70,042             $  9,200            $    --     $   79,242
                                          ============          ==========         ===========   ===========
</TABLE>


     Goodwill  amortization  for the three and nine months ended  September  30,
2001 was $1.1  million and $3.2,  respectively,  and  generated  tax benefits of
$65,000 and $204,000,  respectively.  The  following  table shows the results of
operations as if SFAS 142 was applied to prior periods (in thousands, except per
share amounts):



<PAGE>
<TABLE>
<CAPTION>

                                                        Three Months Ended                       Nine Months Ended
                                                ------------------------------------ -- ------------------------------------
                                                 September 29,       September 30,       September 29,       September 30,
                                                     2002                 2001               2002                2001
                                                ---------------- --- --------------- -- ---------------- -- ----------------
Income (loss) before a cumulative effect of a
<S>                                                <C>                 <C>                <C>                  <C>
   change in accounting principle, as reported     $   (794)           $   4,428          $  (2,720)           $   8,046
   Plus:
   Goodwill amortization, net of tax                     --                  984                  --               2,945
                                                ----------------     ---------------    ----------------    ----------------
   Adjusted income (loss) before a cumulative
     effect of a change in accounting
     principle                                     $   (794)           $   5,412          $  (2,720)           $  10,991
                                                ================     ===============    ================    ================

Basic income (loss) per common share:
   Income (loss) before a cumulative effect
     of a change in accounting principle, as
     reported                                      $  (0.05)           $    0.27          $   (0.16)           $    0.48
   Goodwill amortization, net of tax                     --                 0.06                 --                 0.18
                                                ----------------     ---------------    ----------------    ----------------
   Adjusted income (loss) before a cumulative
     effect of a change in accounting
     principle                                     $  (0.05)           $    0.33          $   (0.16)           $    0.66
                                                ================     ===============    ================    ================

Diluted income (loss) per common share:
   Income (loss) before a cumulative effect
     of a change in accounting principle, as
     reported                                      $  (0.05)           $    0.26          $   (0.16)           $    0.48
   Goodwill amortization, net of tax                     --                 0.06                 --                 0.17
                                                ----------------     ---------------    ----------------    ----------------
   Adjusted income (loss) before a
     cumulative effect of a change in
     accounting principle                          $  (0.05)           $    0.32          $   (0.16)           $    0.65
                                                ================     ===============    ================    ================
</TABLE>

8.   ACCOUNTING FOR EXTINGUISHMENT OF DEBT

     The Financial  Accounting Standard Board ("FASB") issued Statement No. 145,
Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No.
13, and Technical Corrections ("SFAS 145"). SFAS 145 rescinds Statement 4, which
required all gains and losses from  extinguishment of debt to be aggregated and,
if material,  classified as an  extraordinary  item,  net of related  income tax
effect.  As a result,  the  criteria  in Opinion 30 will now be used to classify
those  gains and losses  both on a  prospective  and  retrospective  basis.  The
provisions of SFAS 145 are effective  for fiscal years  beginning  after May 15,
2002,  with  early  adoption  of the  provisions  related to the  rescission  of
Statement 4  encouraged.  As a result,  the Company  adopted SFAS 145 during the
second fiscal quarter of 2002.

     The  adoption  of SFAS 145 had no impact  upon the  Company's  consolidated
balance sheet or net income in its consolidated  statement of operations for any
period,  but required a  reclassification  of the gain on the  extinguishment of
debt,  net of  related  income  tax  effect,  for  fiscal  2000 and 2001 and the
quarterly periods during such years in which the Company repurchased its debt at
a  discount.  For these  periods,  the gain,  before  any tax  effect,  has been
recorded as other income and the income  (loss) before tax and the provision for
income  taxes  line  items  have  been  adjusted   accordingly.   The  Company's
consolidated  statement  of  operations  for the  three  and nine  months  ended
September 30, 2001 has been reclassified as described, and the reclassifications
for other periods will be reflected in future  quarterly  and annual  reports of
the Company in which  statements  for the  relevant  periods are  required to be
included.

9.   NEW ACCOUNTING STANDARDS

     In August  2001,  the FASB issued  Statement  No. 144,  Accounting  for the
Impairment  or Disposal of Long-Lived  Assets  ("SFAS 144").  SFAS 144 addresses
financial  accounting and reporting for the impairment or disposal of long-lived
assets and  supersedes  SFAS 121,  Accounting  for the  Impairment of Long-Lived
Assets and for Long-Lived  Assets to Be Disposed Of.  However,  SFAS 144 retains
the  fundamental  provisions of SFAS 121 for (a)  recognition and measurement of
the impairment of long-lived  assets to be held and used and (b)  measurement of
long-lived  assets to be disposed of by sale. SFAS 144 supersedes the accounting
and  reporting  provisions  of APB  Opinion  No. 30,  Reporting  the  Results of
Operations-Reporting  the Effects of  Disposal  of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions,  for
the  disposal  of a  segment  of a  business.  However,  SFAS  144  retains  the
requirement  of Opinion 30 to report  discontinued  operations  separately  from
continuing  operations  and extends  that  reporting to a component of an entity
that either has been disposed of (by sale, by abandonment, or in distribution to
owners)  or is  classified  as held for sale.  SFAS 144 also  amends ARB No. 51,
Consolidated  Financial  Statement,  to eliminate the exception to consolidation
for a temporarily controlled subsidiary.  The Company adopted SFAS 144 effective
for  calendar  year  2002.  The impact of the  adoption  did not have a material
impact on its consolidated  financial statements since the impairment assessment
under  SFAS 144 is  largely  unchanged  from SFAS 121.  The  provisions  of this
statement for assets held for use or other disposal generally are required to be
applied prospectively to newly initiated disposal activities and therefore, will
depend on future  actions  initiated  by  management.  As a result,  the Company
cannot  determine the potential  effects that the adoption of SFAS 144 will have
on its financial statements with respect to future disposal decisions, if any.

     In July 2002,  the FASB  issued  Statement  No. 146,  Accounting  for Costs
Associated  with Exit or Disposal  Activities  ("SFAS  146").  SFAS 146 requires
companies to recognize costs  associated  with exit or disposal  activities when
they are incurred rather than at the date of a commitment to an exit or disposal
plan. SFAS 146 will be applied to exit or disposal activities after December 31,
2002 and is not expected to have a material effect on the Company.

10.  RECLASSIFICATIONS

Certain reclassifications  have been made to conform prior period amounts to the
     current period presentation. See notes 7 and 8.

11.      CONTINGENCIES

     The Company is  currently  undergoing  a payroll tax audit by the  Internal
Revenue  Service for the fiscal year 1999. The results of this audit are not yet
known.


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  consolidated  financial  statements  and  related  notes of  COMFORCE
Corporation  ("COMFORCE") and its subsidiaries,  including  COMFORCE  Operating,
Inc. ("COI") (collectively, the "Company").

Overview

     From the time it entered  the  staffing  business in October  1995  through
January  1998,  the Company  completed 10  acquisitions.  In February  2000,  it
completed  one  additional  acquisition.  Each of  these  acquisitions  has been
accounted  for on a purchase  basis and the results of operations of each of the
businesses acquired have been included in the Company's historical  consolidated
financial statements from the date of acquisition. Certain of these acquisitions
provided  for  contingent  payments  by the  Company  as a part of the  purchase
consideration  based upon the operating  results of the acquired  businesses for
specified  future periods.  All such contingent  payment  obligations  have been
satisfied  by the  Company.  The  acquisitions  were  financed  by  the  Company
principally  through the issuance of debt and equity  securities  and borrowings
under credit facilities.

     Staffing  personnel  placed by the Company are  generally  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 eligible  billable
employees.  Staffing and consulting companies,  including the Company, typically
pay their billable  employees for their services before  receiving  payment from
their customers, often resulting in significant outstanding receivables.  To the
extent the Company  grows,  these  receivables  will  increase and there will be
greater  requirements  for borrowing  availability  under its credit facility to
fund current operations.

     The Company reports its results  through three operating  segments -- Staff
Augmentation,  Human  Capital  Management  Services  and  Financial  Outsourcing
Services (formerly known as Financial Services).  The Staff Augmentation segment
provides information technology (IT), technical, telecom, healthcare support and
other staffing services.  The Human Capital Management Services segment provides
contingent  workforce management  services.  The Financial  Outsourcing Services
segment  provides   payroll,   funding  and  back  office  support  services  to
independent consulting and staffing companies.

Results of Operations


Three Months Ended  September 29, 2002 Compared to Three Months Ended  September
30, 2001

     Net sales of services for the three months  ended  September  29, 2002 were
$95.6  million,  a decrease  of 11.1% from net sales of  services  for the three
months  ended  September  30, 2001 of $107.5  million.  The  Company  suffered a
decrease  in  net  sales  of  services  in  Staff   Augmentation  and  Financial
Outsourcing  Services  segments,  partially  offset by an  increase in the Human
Capital Management Services segment.  Net sales of services in the Human Capital
Management  Services  segment  increased  by $10.4  million  or 33.5%  due to an
increase in its client base. In the Staff Augmentation  segment, the decrease of
$21.7 million or 29.4% is principally  attributable  to the ongoing  softness in
corporate  spending,  particularly in sales to IT, telecom,  technical and other
staffing  services.  Also, as a result of the current  economic  condition,  net
sales of  services  decreased  $662,000  or 23.9% in the  Financial  Outsourcing
Services segment.

     Cost of services for the three months ended September 29, 2002 was 81.6% of
net sales of  services  as  compared  to cost of services of 80.3% for the three
months ended  September  30, 2001.  The cost of services as a percentage  of net
sales for the third quarter of 2002 increased from the comparable period in 2001
principally  as a result of a decrease in permanent  placement fees and a higher
growth in the Human Capital Management  Services segment which has a higher cost
of services as a percentage of net sales of services.

     Selling,  general and administrative  expenses as a percentage of net sales
of services were 14.2% for the three months ended  September 29, 2002,  compared
to 14.0% for the three months ended  September 30, 2001. Due to lower sales,  as
discussed  above,  management  continued  to  undertake  initiatives  to  reduce
selling,   general  and  administrative   costs,  and  has  been  successful  in
controlling costs as sales decreased.

     Operating  income for the three  months ended  September  29, 2002 was $2.9
million as compared to  operating  income of $4.0  million for the three  months
ended September 30, 2001. This 27.3% decrease in operating  income for the three
months ended September 29, 2002 resulted principally from a decrease in sales in
Staff Augmentation and Financial Outsourcing Services segments, partially offset
by a reduction of $1.1 million in goodwill amortization.

     The  Company's  interest  expense for the three months ended  September 29,
2002 and September 30, 2001 is  attributable to the Whitehall  Credit  Facility,
the  Convertible  Notes,  the 12% Senior Notes due 2007 (the "Senior Notes") and
the PIK  Debentures.  During the first quarter of 2001, the Company  repurchased
$13.0 million principal amount of Senior Notes for $8.9 million and $5.2 million
principal  amount of PIK  Debentures  for $2.5  million  (including  accrued and
unpaid  interest of  $340,000),  the  repurchase  prices of which were paid from
lower interest rate borrowings under the Whitehall Credit Facility. In September
2001, the Company  completed the exchange of $18.0 million  principal  amount of
PIK Debentures for its Convertible Note in the original principal amount of $8.0
million  (bearing  interest at the per annum rate of 8%),  plus $1.0  million in
cash.  The interest  expense was lower for the three months ended  September 29,
2002 as  compared  to the three  months  ended  September  30, 2001 due to lower
market  interest  rates and lower  borrowing  levels under the Whitehall  Credit
Facility as well as the reduction of Senior Notes and PIK Debentures through the
transactions described above.

     The income tax benefit for the three  months ended  September  29, 2002 was
$340,000 on a loss before tax of $1.1 million.  The income tax provision for the
three months ended  September  30, 2001 was $4.1 million on income before tax of
$8.5 million.  Applying SFAS 145 (in accordance with the criteria in APB Opinion
30), the gain on the  extinguishment  of debt, net of related income tax effect,
for the three  months  ended  September  30, 2001 was  recorded as other  income
(before any tax effect),  which in turn  required that the income before tax and
the provision for income taxes line items be adjusted  accordingly.  The Company
provides  for income  taxes  based  upon the  estimated  effective  rate for the
respective fiscal year. The difference  between the federal statutory income tax
rate  and  the   Company's   effective   tax  rate  relates   primarily  to  the
nondeductibility  of a portion of the interest  expense  associated with the PIK
Debentures and state income taxes, disallowance for travel and entertainment and
2001 amortization expense associated with goodwill that was not deductible.

Nine Months Ended September 29, 2002 Compared to Nine Months Ended September 30,
2001

     Net sales of services  for the nine months  ended  September  29, 2002 were
$283.8  million,  a decrease  of 17.3% from net sales of  services  for the nine
months  ended  September  30, 2001 of $343.1  million.  The  Company  suffered a
decrease  in  net  sales  of  services  in  Staff   Augmentation  and  Financial
Outsourcing  Services  segments,  partially  offset by an  increase in the Human
Capital Management Services segment.  Net sales of services in the Human Capital
Management  Services  segment  increased  by $24.3  million  or 25.5%  due to an
increase in its client base. In the Staff Augmentation  segment, the decrease of
$81.0  million  (33.9%) is  principally  attributable  to  reduced  sales to IT,
telecom,  technical  and other  staffing  services  customers as a result of the
continuing  effects  of the  soft  economy.  Also,  as a result  of the  current
economic conditions, net sales of services were lower by $2.5 million (26.8%) in
the Financial Outsourcing Services segment.

     Cost of services for the nine months ended  September 29, 2002 was 81.4% of
net sales of  services  as  compared  to cost of  services of 79.1% for the nine
months ended  September  30, 2001.  The cost of services as a percentage  of net
sales for the nine months ended September 29, 2002 increased from the comparable
period  in 2001  principally  as a  result  of lower  sales  (and  gross  margin
percentages  on sales)  to  telecom  and  technical  customers,  a  decrease  in
permanent  placement  fees  and a higher  growth  in  Human  Capital  Management
Services  which has a higher cost of services  as a  percentage  of net sales of
services.

     Selling,  general and administrative  expenses as a percentage of net sales
of services were 14.5% for the nine months ended September 29, 2002, compared to
14.5% for the nine months  ended  September  30, 2001.  Due to lower  sales,  as
discussed  above,  management  continued  to  undertake  initiatives  to  reduce
selling, general and administrative costs and has been successful in controlling
costs as sales decreased.  These costs were further reduced by lower commissions
as a result of the decrease of sales discussed above.

     Operating  income for the nine  months  ended  September  29, 2002 was $8.5
million as compared  to  operating  income of $16.1  million for the nine months
ended September 30, 2001.  This 47.5% decrease in operating  income for the nine
months ended  September 29, 2002 resulted  principally  from a decrease in sales
and gross  margins in Staff  Augmentation  and  Financial  Outsourcing  Services
segments,   partially  offset  by  a  reduction  of  $3.2  million  in  goodwill
amortization.

     The Company's interest expense for the nine months ended September 29, 2002
and September 30, 2001 is attributable  to the Whitehall  Credit  Facility,  the
Convertible  Notes,  the Senior Notes and the PIK  Debentures.  During the first
quarter of 2001,  the Company  repurchased  $13.0  million  principal  amount of
Senior  Notes  for  $8.9  million  and  $5.2  million  principal  amount  of PIK
Debentures for $2.5 million (including accrued and unpaid interest of $340,000),
the  repurchase  prices of which were paid from lower  interest rate  borrowings
under the Whitehall  Credit Facility.  In September 2001, the Company  completed
the  exchange  of $18.0  million  principal  amount  of PIK  Debentures  for its
Convertible  Note in the  original  principal  amount of $8.0  million  (bearing
interest at the per annum rate of 8%),  plus $1.0 million in cash.  The interest
expense was lower for the nine months  ended  September  29, 2002 as compared to
the nine months ended  September 30, 2001 due to lower market interest rates and
lower  borrowing  levels  under the  Whitehall  Credit  Facility  as well as the
reduction of Senior Notes and PIK Debentures through the transactions  described
above.

     The income tax  benefit for the nine months  ended  September  29, 2002 was
$769,000 on a loss before tax of $3.5 million.  The income tax provision for the
nine months ended  September  30, 2001 was $8.3 million on income  before tax of
$16.3 million. Applying SFAS 145 (in accordance with the criteria in APB Opinion
30), the gain on the  extinguishment  of debt, net of related income tax effect,
for the nine  months  ended  September  30, 2001 was  recorded  as other  income
(before any tax effect),  which in turn  required that the income before tax and
the provision for income taxes line items be adjusted  accordingly.  The Company
provides for income taxes based upon the estimated  effective  rate. As a result
of the Company's  revised  forecasts in the third quarter of 2002,  the expected
tax rate was adjusted to 22.0%.  The  difference  between the federal  statutory
income tax rate and the Company's  effective  tax rate relates  primarily to the
nondeductibility  of a portion of the interest  expense  associated with the PIK
Debentures and state income taxes, disallowance for travel and entertainment and
2001 amortization expense associated with goodwill that was not deductible.

Financial Condition, Liquidity and Capital Resources

     The  Company  generally  pays  its  billable  employees  weekly  for  their
services,  and remits  certain  statutory  payroll and related  taxes as well as
other fringe  benefits.  Invoices are  generated to reflect these costs plus the
Company's  markup.  These bills are typically paid within 40 days.  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 following  table  represents  contractual  commitments  associated with
operating agreements and earnout (contingent payment) agreements:


<TABLE>
<CAPTION>
                                                  Payments Due By Period (in thousands)

                                           2002       2003        2004-5        Thereafter
                                          ------     ------       ------        ----------
<S>                 <C>                   <C>        <C>          <C>            <C>
   Operating Leases (1)                   $3,337     $2,846       $3,666         $  4,841
   Whitehall Credit Facility -
      principal repayments                    --     39,303           --               --
   Senior Notes - principal
      repayments                              --         --           --           87,000
   PIK Debentures - principal
      repayments                              --         --           --           11,158
   Convertible Notes -
   principal repayments                       --         --           --            8,446

   Earnout agreements                        323         --           --               --
                                          ------     ------       ------        ---------

     Total                                $3,660    $42,149       $3,666         $111,445
                                          ======    =======       ======        ==========

-----------------------------
</TABLE>

(1)  Calculated as of December 30, 2001 but not substantially changed since such
     time.

     The Company also had standby letters of credit outstanding at September 29,
2002 in the aggregate amount of $5.2 million.

     During the nine months ended  September  29, 2002,  the  Company's  primary
sources of funds to meet working  capital needs were from  borrowings  under the
Whitehall Credit Facility.  Cash and cash equivalents  increased $406,000 during
the nine months  ended  September  29,  2002.  Cash flows  provided by operating
activities of $13.1 million exceeded cash flows used in financing  activities of
$10.3 million and cash flows used in investing activities of $2.4 million.

     As of  September  29,  2002,  the Company  had  outstanding  $39.3  million
principal  amount under the  Whitehall  Credit  Facility  bearing  interest at a
weighted average rate of 4.58% per annum. In addition, as of September 29, 2002,
the Company had  outstanding  $11.2 million  principal  amount of PIK Debentures
bearing interest at a rate of 15% per annum,  $87.0 million  principal amount of
Senior  Notes  bearing  interest  at a rate of 12% per  annum  and $8.5  million
principal  amount of  Convertible  Notes bearing  interest at the rate of 8% per
annum.  As more fully  described  below,  interest on the PIK Debentures and the
Convertible  Notes may be satisfied  through the issuance of new PIK  Debentures
and  Convertible   Notes  through   December  1,  2002  and  December  1,  2003,
respectively.  To date,  the Company has chosen to issue new PIK  Debentures and
Convertible Notes to pay interest thereon.

     The Company entered into the Whitehall  Credit Facility in December 2000 to
provide greater  borrowing  availability and  flexibility.  The Whitehall Credit
Facility has been amended several times since it was entered into, most recently
to ensure the Company's  compliance with financial  covenants at March 31, 2002,
described  below and to lessen the  requirements  through  December,  2003.  The
Whitehall Credit Facility,  as amended, has permitted the Company to execute its
strategy of reducing its higher  interest  rate debt and  improving  its balance
sheet by retiring Senior Notes and PIK Debentures. The Whitehall Credit Facility
currently provides for borrowing  availability of up to $95.0 million based upon
a  specified  percentage  of the  Company's  eligible  accounts  receivable.  At
September  29,  2002,  the Company had  remaining  availability  based upon then
outstanding eligible accounts receivable of $17.4 million.

     Effective as of May 10, 2002,  the Company has entered into an amendment to
the  Whitehall  Credit  Facility to, among other things (i) waive the  Company's
non-compliance  with the fixed-charge  coverage ratio for the period ended March
31, 2002, (ii) reduce the  fixed-charge  coverage ratio in future  periods,  and
(iii) increase each level of the applicable  rate and LIBOR margins by 0.25%. As
of September 29, 2002, the incremental rate was 3.0%.

     The scheduled  maturity date of the Whitehall  Credit  Facility is December
14, 2003. The Company intends to seek to extend the Whitehall Credit Facility or
to seek to obtain alternative financing.

     Substantially  all of the consolidated net assets of the Company are assets
of COI and all of the net income that has been generated by the Company  through
September  29,  2002  is net  income  attributable  to the  operations  of  COI.
Accordingly, except for permitted distributions, these assets and net income are
restricted as to their use by COMFORCE. The indenture governing the Senior Notes
imposes restrictions on COI making specified payments,  which are referred to as
"restricted  payments,"  including  making  distributions  or  paying  dividends
(referred to as upstreaming funds) to COMFORCE.  Under the indenture, COI is not
permitted to make cash distributions to COMFORCE other than (1) to upstream $2.0
million  annually  ($1.25 million  annually prior to 2000) to pay public company
expenses,  (2) to  upstream  up to $10.0  million to pay  income tax  related to
deemed  forgiveness  of PIK Debentures to facilitate the purchase or exchange by
COMFORCE of PIK Debentures at less than par, (3) under certain  circumstances in
connection with a disposition of assets, to upstream proceeds therefrom to repay
the PIK  Debentures,  and (4) to  upstream  funds to the  extent  COI  meets the
restricted payments test under the indenture.

     Management  believes that $2.0 million annually (if COI has funds available
for this purpose) will be sufficient  to pay  COMFORCE's  annual public  company
expenses for the foreseeable future.

     Through December 1, 2002,  interest under the PIK Debentures is payable, at
the option of COMFORCE,  in cash or in kind  through the issuance of  additional
PIK  Debentures.  In  addition,  through  December  1,  2003,  interest  on  the
Convertible  Notes is  payable,  at the option of  COMFORCE,  in cash or in kind
through the issuance of additional Convertible Notes. To date, COMFORCE has paid
all interest under the PIK Debentures and Convertible  Notes in kind.  Beginning
with the  interest  payment due June 1, 2003,  COMFORCE  will be required to pay
interest on the PIK Debentures in cash, and beginning with the interest  payment
due June 1, 2004,  COMFORCE will be required to pay interest on the  Convertible
Notes  in  cash.  Its  ability  to do so is  expected  to be  dependent  on  its
availability of funds for this purpose,  whether through borrowings by COI under
the Whitehall Credit Facility,  funds from COI's operations or otherwise, and on
COI's ability to upstream funds in accordance with the restricted  payments test
under the indenture for the Senior  Notes.  COMFORCE's  ability to repay the PIK
Debentures  and the  Convertible  Notes at their  respective  maturity  dates in
December 2009, or on any earlier required  repayment or repurchase  dates,  will
also be dependent on such conditions and availability of funds.

     Under the indenture,  COI is restricted in upstreaming  funds to its parent
COMFORCE.  Under  one  interpretation  of  these  restrictive  provisions,   COI
anticipates  that it will  have  adequate  funds  eligible  for  upstreaming  to
COMFORCE  to pay cash  interest  that will be due on June 1, 2003.  COI plans to
request   clarification   from  the  indenture  trustee  in  addressing  certain
interpretive  issues under the indenture.  If the Company's  interpretation does
not receive  support from the trustee or the Company is otherwise  unable to pay
interest  under the PIK Debentures or the  Convertible  Notes when due, then, in
addition to being a default  under these  instruments,  such  non-payment  would
constitute  a  default  under  the  Whitehall  Credit   Facility.   Under  these
circumstances,  the Company's  management  may take steps  designed to prevent a
default from occurring, such as seeking a consent from the holders of the Senior
Notes to  upstream  funds to pay  interest on the  Convertible  Notes or the PIK
Debentures,  or seeking to raise  capital at the COMFORCE  level (not subject to
upstreaming  restrictions)  through  the  issuance of  additional  capital or by
obtaining a loan to provide  necessary  funds to satisfy these  obligations.  No
assurance can be given that the indenture trustee will provide needed comfort to
the Company in  interpreting  the  indenture  or that any steps taken to avoid a
default will prove  successful,  in which case the lenders  under the  Whitehall
Credit Facility and the holders of the PIK Debentures and Convertible  Notes may
exercise remedies available to them.

     The Convertible  Note is convertible  into the Company's common stock based
on a price of $1.70 per share of common stock,  provided that if such conversion
would result in a change of control  occurring under the terms of the indentures
governing the PIK Debentures or the Senior Notes,  the Convertible  Note will be
convertible  into  shares  of  non-voting   preferred  stock  having  a  nominal
liquidation  preference  (but no  other  preferences),  which  in  turn  will be
convertible  into common stock at the holder's option at any time so long as the
conversion would not result in a change of control. Notice of conversion must be
given at least 61 days in advance.

     As of September 29, 2002,  approximately  $79.2 million,  or 44.0%,  of the
Company's  total assets were goodwill  recorded in connection with the Company's
acquisitions.   Effective  December  31,  2001,  the  Company  ceased  recording
amortization  expense  relating  to goodwill  amounting  to  approximately  $4.2
million annually upon its required  adoption of a new accounting  standard (SFAS
142), as described under note 7 to the  consolidated  financial  statements.  As
also  described  under  note 7, the  Company  evaluated  the  recoverability  of
goodwill on its books under the new standards  under SFAS 142,  resulting in its
write-off of $55.0 million of goodwill in the first quarter of 2002.

     The  Company  was  obligated  under  various  agreements  to make  earn-out
payments to the sellers of  companies  acquired by the Company and to sellers of
franchised businesses repurchased by the Company, subject to the sellers meeting
specified  contractual  requirements.  During  fiscal  2002,  the  Company  made
earn-out  payments  totaling  $323,000.  It has no remaining  obligation to make
earn-out payments to any person in future periods.

     Subject to possible  restrictions on COI's ability to distribute sufficient
funds to pay cash interest due on the PIK  Debentures in June 2003, as discussed
above and in note 2,  management  of the  Company  believes  that cash flow from
operations  and funds  anticipated  to be available  under the Whitehall  Credit
Facility will be sufficient  to service the Company's  indebtedness  and to meet
currently anticipated working capital requirements.

     The Company is  currently  undergoing  a payroll tax audit by the  Internal
Revenue  Service for the fiscal year 1999.  The results under this audit are not
yet known.

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  technical  and  engineering  services,  IT and  telecom
staffing  services  has  historically  been lower  during the second half of the
fourth  quarter  through the following  first  quarter,  and,  generally,  shows
gradual improvement until the second half of the fourth quarter.

Forward Looking Statements

     Various  statements made in this Report  concerning the manner in which the
Company intends to conduct its future operations,  and potential trends that may
impact future results of operations, are forward looking statements. The Company
may be unable to  realize  its plans and  objectives  due to  various  important
factors,  including,  but not limited to the following:  a  continuation  of the
current recessionary  environment,  particularly in the aircraft  manufacturing,
telecom,  information  technology and other sectors served by the Company (which
may reflect  cyclical  conditions or fundamental  changes in these  industries),
could further  reduce demand for contingent  personnel and further  heighten the
competition for customers, resulting in lower revenues and margins and affecting
the  Company's  ability to continue to meet the  financial  covenants  under the
Whitehall Credit Facility;  the Company's significant leverage may leave it with
a diminished ability to obtain additional financing for working capital or other
capital  expenditures,  for retiring  higher interest rate debt or for otherwise
improving the Company's  competitiveness  and capital structure or expanding its
operations;  recently  adopted SFAS 142,  which requires the Company to evaluate
annually the recoverability of goodwill on its books, could cause the Company to
write-off  goodwill in future  periods (in  addition to the  write-off  of $55.0
million in the first  quarter  of 2002),  which  could  have a material  adverse
impact on the Company's  financial  condition and results of operations;  or, if
COI fails to  generate  sufficient  consolidated  net income or have other funds
available  to upstream to COMFORCE  under the  restricted  payments  test of the
Senior  Notes  indenture  in  order  for  it to pay  cash  interest  on the  PIK
Debentures  (which is required  beginning June 1, 2003) or the Convertible  Note
(which is required beginning June 1, 2004) or to repay the PIK Debentures or the
Convertible  Note at their maturity in December 2009, or on any earlier required
repayment or repurchase date, then,  unless COMFORCE obtains a loan or sells its
capital stock or other securities to provide funds for this purpose, the Company
will default under the  indentures  governing the PIK  Debentures and the Senior
Notes and under the Whitehall Credit Facility.

     Additional  important  factors that could cause the Company to be unable to
realize its plans and  objectives  are  described  under  "Risk  Factors" in the
Registration  Statement on Form S-3 of the Company filed with the Securities and
Exchange  Commission  on December 21, 2000  (Registration  No.  333-52356).  The
disclosure  under "Risk Factors" in the  Registration  Statement may be accessed
through the Web site  maintained by the  Securities  and Exchange  Commission at
"www.sec.gov." In addition, the Company will provide,  without charge, a copy of
such "Risk Factors"  disclosure to each  stockholder of the Company who requests
such  information.  Requests for copies  should be directed to the  attention of
Linda Annicelli,  Vice President,  Administration at COMFORCE  Corporation,  415
Crossways  Park  Drive,  P.O.  Box 9006,  Woodbury,  New York  11797,  telephone
516-437-3300.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  information  required by Item 3 has been  disclosed  in Item 7A of the
Company's Annual Report on Form 10-K for the year ended December 30, 2001. There
has been no material change in the disclosure regarding market risk.

ITEM 4. CONTROLS AND PROCEDURES

     Within the 90 days prior to the date of this  Report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's management,  including the Company's chief executive officer and chief
financial  officer,  of the  effectiveness  of the design and  operation  of the
Company's  disclosure  controls and  procedures  pursuant to Rule 13a-14 adopted
under the Securities Exchange Act of 1934. Based upon that evaluation, the chief
executive  officer and chief  financial  officer  concluded  that the  Company's
disclosure  controls and  procedures  are  effective.  There were no significant
changes  in the  Company's  internal  controls  or in other  factors  that could
significantly  affect these controls subsequent to the date of their evaluation.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     Since the date of the filing of the  Company's  Annual  Report on Form 10-K
for the year ended  December  30,  2001,  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.

     Not applicable.


<PAGE>

Item 3. Defaults Upon Senior Securities.

     Not applicable.

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

     Not applicable.

Item 5. Other Information.

     Not applicable.

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

     (a) Exhibits.

          99.1  Certification  of chief  executive  officer and chief  financial
          officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

     (b) Reports on Form 8-K.

              None.

<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/ Harry V. Maccarrone
    ------------------------
    Harry V. Maccarrone,
    Executive Vice President and
    Chief Financial Officer

Date: November 13, 2002

                                 CERTIFICATIONS

I,  John  C.  Fanning,   Chairman  and  Chief  Executive   Officer  of  COMFORCE
Corporation, hereby certify that:

     1.   I have  reviewed  this  quarterly  report  on Form  10-Q  of  COMFORCE
          Corporation;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          (a)  designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          (b)  evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          (c)  presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

          (a)  all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          (b)  any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.


Date: November 13, 2002

/s/ John C. Fanning
-------------------------------------
John C. Fanning,
Chairman and Chief Executive Officer

<PAGE>

I, Harry V. Maccarrone,  Executive Vice President and Chief Financial Officer of
COMFORCE Corporation, hereby certify that:

     1.   I have  reviewed  this  quarterly  report  on Form  10-Q  of  COMFORCE
          Corporation;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          (a)  designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          (b)  evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          (c)  presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

          (a)  all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          (b)  any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.


Date: November 13, 2002

/s/ Harry V. Maccarrone
----------------------------------------------
Harry V. Maccarrone,
Executive Vice President and Chief Financial Officer