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 28, 2003
                                       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 11, 2003
   ----------------------------                --------------------------------
   Common stock, $.01 par value                       16,659,394 shares


<PAGE>



                              COMFORCE Corporation

                                      INDEX

                                                                           Page
                                                                          Number

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

Item 1.  Financial Statements..................................................3
         Consolidated Balance Sheets at September 28, 2003 (unaudited)
             and December 29, 2002.............................................3

         Consolidated Statements of Operations for the three and nine
             months ended September 28, 2003 and
             September 29, 2002 (unaudited)....................................4

         Consolidated Statements of Cash Flows for the nine months
             ended September 28, 2003 and September 29, 2002 (unaudited).......5

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

Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations....................13

Item 3.  Quantitative and Qualitative Disclosure about Market Risk............20

Item 4.  Controls and Procedures..............................................21

PART II  OTHER INFORMATION....................................................21

Item 1.  Legal Proceedings ...................................................21

Item 2.  Changes in Securities and Use of Proceeds (not applicable)...........21

Item 3.  Defaults Upon Senior Securities (not applicable).....................21

Item 4.  Submission of Matters to a Vote of Security Holders
              (not applicable)................................................21

Item 5.  Other Information ...................................................22

Item 6.  Exhibits and Reports on Form 8-K   ..................................22


SIGNATURES....................................................................23



<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 28, 2003          December 29, 2002
                                                                       -----------------------    ----------------------
    Assets                                                                  (unaudited)

    Current assets:
<S>                                                                    <C>                             <C>
         Cash and cash equivalents                                     $                4,915          $           6,378
         Accounts receivable, net                                                      51,891                     45,244
         Funding and service fees receivable, net                                      22,175                     28,365
         Prepaid expenses and other current assets                                      5,598                      6,391
         Deferred income taxes, net                                                     2,741                      1,858
                                                                       -----------------------    ----------------------
                  Total current assets                                                 87,320                     88,236

    Property and equipment, net                                                         9,196                     11,612
    Intangible assets, net                                                                148                        198
    Goodwill, net                                                                      32,242                     60,242
    Deferred financing costs, net                                                       2,432                      2,576
                                                                       -----------------------    ----------------------
                  Total assets                                         $              131,338     $              162,864
                                                                       =======================    ======================

    Liabilities and Stockholders' Deficit

    Current liabilities:
         Accounts payable                                              $                1,614     $                2,957
         Accrued expenses                                                              44,101                     37,893
                                                                       -----------------------    ----------------------
                  Total current liabilities                                            45,715                     40,850

    Long-term debt                                                                    124,135                    142,779
    Deferred income taxes, net                                                            161                        161
    Other liabilities                                                                     144                        315
                                                                       -----------------------    ----------------------
                  Total liabilities                                                   170,155                    184,105
                                                                       -----------------------    ----------------------

    Commitments and contingencies
    Stockholders' deficit:
          Common stock, $.01 par value; 100,000,000 shares authorized;
                 16,659,379 shares and 16,659,360 shares issued and outstanding
                 at September 28, 2003 and
                 December 29, 2002, respectively                                          167                        167
         Convertible preferred stock                                                    4,817                         --
         Additional paid-in capital                                                    50,501                     49,588
         Accumulated other comprehensive income (loss)                                     49                        (47)
         Accumulated deficit                                                          (94,351)                   (70,949)
                                                                       -----------------------    ----------------------
                  Total stockholders' deficit                                         (38,817)                   (21,241)
                                                                       -----------------------    ----------------------
                  Total liabilities and stockholders' deficit          $              131,338      $             162,864
                                                                       =======================    ======================

The  accompanying  notes  are an  integral  part of the  unaudited  consolidated
financial statements.
</TABLE>

<PAGE>

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

                                                                      Three Months Ended                   Nine Months Ended
                                                                 Sept. 28,          Sept. 29,        Sept. 28,          Sept. 29,
                                                                    2003              2002              2003              2002
                                                                -------------     --------------    -------------     --------------

Revenue:
<S>                                                                <C>            <C>                 <C>              <C>
      Net sales of service                                         $ 96,343       $     97,906        $ 276,027        $   290,486

Costs and expenses:
     Cost of services                                                80,437             80,361          229,218            237,758
     Selling, general and administrative expenses                    13,334             13,599           37,209             41,279
     Goodwill impairment                                             28,000                 --           28,000                 --
     Depreciation and amortization                                    1,090              1,004            3,207              2,985
                                                                -------------     --------------    -------------     --------------
              Total costs and expenses                              122,861             94,964          297,634            282,022
                                                                -------------     --------------    -------------     --------------
Operating (loss) income                                             (26,518)             2,942          (21,607)             8,464
                                                                -------------     --------------    -------------     --------------

Other income (expense):
     Interest expense                                                (3,267)            (4,131)         (10,678)           (12,171)
     Write-off of deferred financing costs                               --                 --             (431)                --
     Gain on debt extinguishment                                         --                 --            8,774                 --
     Other income, net                                                  (26)                55              619                218
                                                                -------------     --------------    -------------     --------------
                                                                     (3,293)            (4,076)          (1,716)           (11,953)
                                                                -------------     --------------    -------------     --------------

Loss before tax and a cumulative effect of a change in
     accounting principle                                           (29,811)            (1,134)         (23,323)            (3,489)
Provision (benefit) for income taxes                                 (3,721)              (340)              79               (769)
                                                                -------------     --------------    -------------     --------------

            Loss before a cumulative effect of a change in
                accounting principle                                (26,090)              (794)         (23,402)            (2,720)

Cumulative effect of a change in accounting principle --
     goodwill impairment, net of tax benefit                             --                 --               --            (52,800)
                                                                -------------     --------------    -------------     --------------
            Net loss                                              $ (26,090)          $   (794)       $ (23,402)         $ (55,520)
                                                                =============     ==============    =============     ==============

Dividends on preferred stock                                            381                 --              546                 --
                                                                -------------     --------------    -------------     --------------
Loss attributable to common stockholders                          $ (26,471)          $   (794)       $ (23,948)         $ (55,520)
                                                                =============     ==============    =============     ==============

Basic and diluted loss per common share:
     Loss before a cumulative effect of a change in
         accounting principle                                      $  (1.59)                  $        $  (1.44)        $    (0.16)
                                                                                         (0.05)
     Cumulative effect of a change in accounting principle
         -goodwill impairment                                             --                 --              --              (3.17)
                                                                -------------     --------------    -------------     --------------
     Net loss                                                      $  (1.59)        $    (0.05)        $  (1.44)        $    (3.33)
                                                                =============     ==============    =============     ==============

Weighted average common shares outstanding,
     basic and diluted                                               16,659             16,659           16,659             16,659
                                                                =============     ==============    =============     ==============

The  accompanying  notes  are an  integral  part of the  unaudited  consolidated
financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                      COMFORCE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)
                                                                                       Nine Months Ended
                                                                             ---------------------------------------
                                                                               September 28,        September 29,
                                                                                   2003                  2002
                                                                             ------------------    -----------------
  Cash flows from operating activities:
<S>                                                                                <C>               <C>
    Net loss                                                                       $   (23,402)      $  (55,520)
    Adjustments to reconcile net loss
           to net cash provided by operating activities:
          Depreciation and amortization                                                  3,207            2,985
          Amortization of deferred financing fees                                          527              682
          Issuance of notes in lieu of interest                                            351            1,104
          Gain on repurchase of Senior Notes                                              (983)              --
          Gain on repurchase of PIK Debentures                                          (7,791)              --
          Write-off of deferred financing fees                                             431               --
          Write-off of goodwill, net of tax                                                 --           52,800
          Goodwill impairment                                                           28,000               --
          Gain on sale of fixed assets                                                      --             (156)
          Deferred income tax expense                                                     (883)              --
    Changes in assets and liabilities, net of effects of acquisitions
        of businesses:
          Accounts receivable and funding service fees receivable                         (361)           4,652
          Prepaid expenses and other current assets                                       (328)             932
          Accounts payable and accrued expenses                                          4,675            4,783
          Decrease in income tax expense                                                 1,121              810
                                                                             ------------------    -----------------
  Net cash provided by operating activities                                              4,564           13,072
                                                                             ------------------    -----------------

  Cash flows from investing activities:
          Purchases of property and equipment                                             (673)          (2,504)
          Cash proceeds from sale of fixed assets                                           --              434
          Payments of contingent consideration                                              --             (323)
                                                                             ------------------    -----------------
  Net cash used in investing activities                                                   (673)          (2,393)
                                                                             ------------------    -----------------

  Cash flows from financing activities:
       Net repayments under capital lease obligations                                     (204)            (135)
       Net repayments under line of credit agreements                                   (3,000)          (9,917)
       Repurchase of Senior Notes and PIK Debentures                                    (1,042)              --
       Debt financing costs                                                             (1,108)            (221)
                                                                             ------------------    -----------------
  Net cash used in financing activities                                                 (5,354)         (10,273)
                                                                             ------------------    -----------------

  Net (decrease) increase in cash and cash equivalents                                  (1,463)             406
       Cash and cash equivalents at beginning of period                                  6,378            4,067
                                                                             ------------------    -----------------
       Cash and cash equivalents at end of period                            $           4,915        $   4,473
                                                                             ==================    =================

  Supplemental disclosures:
       Cash paid for:
           Interest                                                                  $   6,419        $   7,001
           Income taxes                                                                    329              362
  Supplemental schedule of significant non-cash financing activities:
       Issuance of 2003A Convertible Preferred Stock in exchange for PIK
           Debentures                                                                $   4,304               --
       Issuance of 2003B Convertible Preferred Stock in exchange for
           Subordinated Convertible Notes                                                  513               --
       Exchange of PIK Debentures for the Issuance of 2003A Convertible
           Preferred Stock                                                              12,335               --
       Exchange of 8% Subordinated Convertible Notes for the issuance of
           2003B Convertible Preferred Stock                                             2,052               --
       Contribution of capital as a result of the exchange of 8%
           Subordinated Convertible Notes                                                  913               --
</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,  these  financial
statements should 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  29,  2002.  The  results  for the three and nine  months  ended
September 28, 2003 are not  necessarily  indicative of the results of operations
for the entire year.

2. STOCK COMPENSATION PLANS

     During  December  2002,  the  FASB  issued  SFAS  148  which  provides  for
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  SFAS
148 amends the  disclosure  requirements  of SFAS 123 to require more  prominent
disclosure in both annual and interim  financial  statements about the method of
accounting for stock-based  employee  compensation  and the effect of the method
used on reported results.

     The  Company  applies  APB  Opinion  25  and  related   interpretations  in
accounting  for  stock  options;  accordingly,  no  compensation  cost  has been
recognized for any employees,  officers or directors. Had compensation cost been
determined  based  upon  the fair  value  of the  stock  options  at grant  date
consistent  with the  method in SFAS 123,  the  Company's  net loss and loss per
share would have been increased to the pro forma amounts indicated below:
<TABLE>
<CAPTION>


                                               Three months ended                     Nine months ended
                                        --------------- --- --------------     -------------- -- ---------------
                                        Sept. 28, 2003        Sept. 29,          Sept. 28,       Sept. 29, 2002
                                                                2002               2003
                                                       (in thousands, except per share amounts)

<S>                                         <C>                 <C>               <C>               <C>
Net loss as reported                        $ (26,090)          $   (794)         $ (23,402)        $   (55,520)


Deduct: Total stock-based employee
         compensation expense
         determined under fair value
         based method for all awards,
         net of related tax effects                 7                 35                 23                 103
                                        ---------------     --------------     --------------    ---------------
Pro forma loss                              $ (26,097)          $   (829)         $ (23,425)         $  (55,623)
                                        ===============     ==============     ==============    ===============

Loss per share:
         Basic and diluted - as
              reported                      $   (1.59)         $   (0.05)          $  (1.44)         $    (3.33)
         Basic and diluted-pro forma
                                                (1.59)             (0.05)             (1.44)              (3.34)
</TABLE>


3. DEBT

     Notes  payable and  long-term  debt at September  28, 2003 and December 29,
2002 consisted of (in thousands):
<TABLE>
<CAPTION>

                                                                                September 28,        December 29,
                                                                                     2003               2002
                                                                              -------------------    ------------
<S>     <C>                   <C>                                                <C>                  <C>
        12% Senior Notes, due 2007                                               $  85,000            $  87,000
        15% Senior Secured PIK Debentures, due 2009                                     --               11,995
        8% Subordinated Convertible Notes due 2009                                   7,135                8,784
        Revolving line of credit, due August 31, 2004, with interest
             payable monthly at LIBOR plus 3.00% with a weighted average
             rate of 4.64% at December 29, 2002                                         --               35,000
        Revolving line of credit, due June 24, 2007, with interest payable
             monthly at LIBOR plus 2.75% with a weighted average rate of
             3.87% at September 28, 2003                                             32,000                  --
                                                                              -------------------    ------------
        Total long-term debt                                                     $  124,135           $ 142,779
                                                                              ===================    ============
</TABLE>

     In June 2003,  COMFORCE,  COI and various of their  operating  subsidiaries
entered  into a  Revolving  Credit  and  Security  Agreement  (the  "PNC  Credit
Facility") with PNC Bank, National  Association,  as a lender and administrative
agent  ("PNC")  and other  financial  institutions  participating  as lenders to
provide for a $75.0 million revolving credit facility with available  borrowings
to be based upon a  specified  percentage  of the  Company's  eligible  accounts
receivable.  At  closing,  the  Company  borrowed  $32.7  million and repaid the
Company's then existing  revolving credit facility agented by Whitehall Business
Credit  Corporation  (the  "Whitehall  Credit  Facility"),  which was  thereupon
terminated.  The Whitehall  Credit  Facility,  which the Company entered into in
December 2000, as subsequently  amended,  provided for borrowings of up to $85.0
million.  The Company  wrote-off  approximately  $431,000 of deferred  financing
costs in the second  quarter of 2003 for the early  retirement  of the Whitehall
Credit Facility.

     Borrowings  under the PNC Credit  Facility bear interest,  at the Company's
option,  at a per  annum  rate  equal  to  either  (1) the  greater  of the base
commercial  lending  rate of PNC as  announced  from time to time or the federal
funds  rate plus  0.5%,  or (2)  LIBOR  plus a margin  ranging  from 2.5% if the
Company's  fixed charged  coverage  ratio is greater than 1.30:1 to 3.0% if this
ratio is 1.05:1 or less (with the initial margin fixed at 2.75% until  September
1,  2003).   The   obligations   evidenced  by  the  PNC  Credit   Facility  are
collateralized  by a pledge  of the  capital  stock  of  certain  key  operating
subsidiaries of the Company and by security  interests in  substantially  all of
the assets of the Company.  The agreements  evidencing  the PNC Credit  Facility
contain various financial and other covenants and conditions, including, but not
limited to, limitations on paying dividends, engaging in affiliate transactions,
making  acquisitions  and  incurring  additional  indebtedness.   The  scheduled
maturity  date of the PNC  Credit  Facility  is June 24,  2007.  The PNC  Credit
Facility  affords the Company greater  borrowing  flexibility and has a maturity
date close to three  years  beyond the  maturity  date of the  Whitehall  Credit
Facility. As of September 28, 2003, the Company had remaining availability based
upon then outstanding  eligible accounts  receivable of $24.7 million based upon
the borrowing base formula.

     In February  2003,  the Company  issued $6.1 million face amount of its new
Series 2003A Convertible Preferred Stock ("Series 2003A Preferred Stock") having
a fair  market  value of $4.3  million  in  exchange  for $12.3  million  of its
outstanding  15% Senior  Secured PIK  Debentures,  due 2009 ("PIK  Debentures"),
including  accrued  interest,  in  a  transaction  with  a  related  party,  and
repurchased   additional  PIK  Debentures   ($59,000  including  interest)  from
unrelated  parties for a cash payment of $21,000.  The remaining PIK  Debentures
were subsequently redeemed in May 2003.

     In June 2003, the Company  repurchased from unrelated  parties $2.0 million
principal amount of its 12% Senior Notes due 2007 ("Senior Notes") for $980,000,
resulting  in a gain on debt  extinguishment  of  $983,000,  which  includes the
reduction of approximately $37,000 of deferred financing costs.

     Effective as of September  26, 2003,  the Company  issued 513 shares of its
Series 2003B Convertible Preferred Stock ("Series 2003B Preferred Stock") having
an aggregate  face amount and fair market value of $513,000 in exchange for $2.0
million  principal amount of the Company's 8.0%  Subordinated  Convertible Notes
due 2009 (the "Convertible Notes"), plus accrued interest, in a transaction with
a related  party,  which is a partnership  in which John Fanning,  the Company's
chairman and chief executive officer,  holds the principal economic interest. As
a result of this transaction,  the Company recorded a contribution to capital of
$913,000,  net of taxes, in lieu of recognizing a gain on the  extinguishment of
debt. See note 7.

     The debt  service  costs  associated  with  the  Convertible  Notes  may be
satisfied  through  issuance of new Convertible  Notes through December 1, 2003.
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 its new revolving credit facility agented by PNC
Bank,  National  Association,  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
Convertible  Notes at their  maturity  on  December  2, 2009,  or on any earlier
required   repayment  or  repurchase  dates,  will  also  be  dependent  on  any
restrictions  under its loan  agreements as then in effect and  availability  of
funds.

     Under  the  indenture  governing  the  Senior  Notes,  COI  is  subject  to
restrictions in upstreaming  funds to its parent COMFORCE.  The Company does not
currently  have  sufficient  availability  under  the  indenture  to make a cash
payment of semi-annual interest under the Convertible Notes. 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.  Principally  as a result of losses  incurred  by COI in fiscal 2002 and
nine months  ended  September  28, 2003 and prior  distributions  made by COI to
COMFORCE,  COI can make no  distributions  to COMFORCE based upon the cumulative
net income provisions of the indenture. It is anticipated that COI must generate
net income of  approximately  $5.5  million  before it will be able to  upstream
funds to COMFORCE  under the  restrictive  payments  test of the  indenture.  In
calculating net income for this purpose,  under the terms of the indenture,  the
Company must apply generally accepted accounting  principles as in effect at the
time the  indenture  was  entered  into in 1997.  The holder of the  Convertible
Notes,  which,  as described  above and in note 7, is a partnership in which the
Company's  chairman and chief  executive  officer holds the  principal  economic
interest,  has advised that it will agree to extend the payment-in-kind terms or
make  other  mutually  acceptable  arrangements  if the  Company  does  not have
adequate  availability  under  the  indenture  to  upstream  funds to make  cash
payments of interest  on the  Convertible  Notes  commencing  June 1, 2004.  The
Company expects to pay appropriate  consideration  to the holder for agreeing to
this  accommodation as may be negotiated by the parties in consultation  with an
independent financial advisor.

4. FISCAL YEAR

     In March 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 28, 2003.

5. LOSS PER SHARE

     Basic loss per common share is computed by dividing  net loss  attributable
to common  stockholders by the weighted average number of shares of common stock
outstanding during each period. Diluted loss attributable to common stockholders
per share is computed assuming the conversion of stock options and warrants with
a market value greater than the exercise  price,  as well the  conversion of the
Convertible  Note and Preferred  Stock into shares of common stock 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 computation (in thousands):

<TABLE>
<CAPTION>


                                               Three Months Ended                     Nine Months Ended
                                        ----------------------------------     ---------------------------------
                                         Sept. 28, 2003        Sept. 29,          Sept. 28,       Sept. 29, 2002
                                                                2002               2003
Numerator:

  Loss before a cumulative effect of
       a change in accounting
<S>                                         <C>                 <C>               <C>                <C>
       principle                            $ (26,090)          $   (794)         $ (23,402)         $  (2,720)

  Cumulative effect of a change in
       accounting principle-goodwill
       impairment, net of tax benefit              --                 --                 --            (52,800)
                                        ---------------     --------------     --------------    ---------------

  Net Loss                                  $ (26,090)          $   (794)         $ (23,402)        $  (55,520)

Dividends on preferred stock                      381                 --                546                 --
                                        ---------------     --------------     --------------    ---------------

  Loss available to common
       stockholders                         $ (26,471)          $   (794)         $ (23,948)         $ (55,520)
                                        ===============     ==============     ==============    ===============

Denominator:


  Weighted average common shares
       outstanding, basic and diluted          16,659             16,659             16,659             16,659
</TABLE>

     Outstanding  options  and  warrants  to  purchase  shares of common  stock,
representing approximately 4.0 million shares of common stock, were not included
in the  computations of diluted net loss per share for the three and nine months
ended  September  28, 2003  because  their  effect  would be  anti-dilutive.  In
addition,  4.2 million shares issuable upon conversion of the Convertible  Notes
and 7.1 million shares issuable upon conversion of preferred stock were excluded
from the  September  28,  2003  calculation  as their  effect  would  have  been
anti-dilutive.

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  29,  2002.
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 28,
2003 and  September  29,  2002,  and items  which  reconcile  segment  operating
contribution to COMFORCE's reported pre-tax loss before a cumulative effect of a
change in accounting principle (in thousands):



<PAGE>
<TABLE>
<CAPTION>

                                            Three Months Ended                                 Nine Months Ended
                              -----------------------------------------------    ----------------------------------------------
                                     September 28,             September 29,            September 28,           September 29,
                                         2003                      2002                     2003                    2002
Net sales of services:
<S>                                   <C>                       <C>                      <C>                     <C>
     Staff Augmentation               $   47,948                $   52,902               $  136,544              $  160,716
     Human Capital
         Management Services              46,667                    42,898                  134,659                 123,006
     Financial Outsourcing
         Services                          1,728                     2,106                    4,824                   6,764
                                      ----------                ----------               ----------              ----------
                                      $   96,343                $   97,906               $  276,027              $  290,486
                                      ==========                ==========               ==========              ==========

Operating contribution:
    Staff Augmentation(1)             $  (23,965)               $    4,897               $  (17,224)             $   14,249
    Human Capital
         Management Services               1,277                     1,089                    5,309                   3,996
    Financial Outsourcing
         Services (2)                      1,178                     1,510                    4,808                   4,290
                                      ----------                ----------               ----------              ----------
                                         (21,510)                    7,496                   (7,107)                 22,535
                                      ----------                ----------               ----------              ----------

Consolidated expenses
         (income):
    Corporate general and
         administrative
         expenses                          3,918                     3,550                   11,293                  11,086
    Depreciation and
         amortization                      1,090                     1,004                    3,207                   2,985
    Interest and other, net                3,293                     4,076                   10,059                  11,953
   Write-off of deferred
         financing costs                      --                        --                      431                      --
   Gain on debt
         extinguishment                       --                        --                   (8,774)                     --
                                      ----------                ----------               ----------              ----------
                                           8,301                     8,630                   16,216                  26,024
                                      ----------                ----------               ----------              ----------
Loss before tax and a
     cumulative effect of a
     change in accounting
     principle                        $  (29,811)               $   (1,134)              $  (23,323)             $   (3,489)
                                      ==========                ==========               ==========              ==========


</TABLE>
<TABLE>
<CAPTION>

                              At September 28, 2003        December 29, 2002
                              -----------------------    --------------------
Total assets:
<S>                                   <C>                       <C>
    Staff Augmentation                $   50,234                $   73,382
    Human Capital
         Management Services              33,899                    32,104
    Financial Outsourcing
         Services                         22,175                    28,365
   Corporate                              25,030                    29,013
                                      ----------                ----------
                                      $  131,338                $  162,864
                                      ==========                ==========
</TABLE>

     (1) The  Company  recorded a goodwill  impairment  charge of $28.0  million
during  the  third  quarter  of 2003 as a charge  against  operating  income  in
accordance with the provisions of SFAS 142. See note 11.

     (2) Included in the nine months ended  September 28, 2003 is a $1.6 million
insurance recovery recorded in the first quarter of 2003 that related to funding
and  services  fees  receivable  of $2.4  million  which were written off in the
fourth quarter of 2001.

7. PREFERRED STOCK

     In February  2003,  the  Company  issued $6.1  million  face amount  (6,100
shares) of its new Series  2003A  Preferred  Stock having a fair market value of
$4.3 million in exchange for $12.3  million of its  outstanding  PIK  Debentures
(including  accrued  interest)  from the  Fanning  CPD  Assets,  LP,  a  limited
partnership in which John C. Fanning, the Company's chairman and chief executive
officer,  holds the principal  economic  interest  (the "Fanning  Partnership").
Rosemary  Maniscalco,  a director of the Company,  is the general partner of the
Fanning Partnership, but has no pecuniary interest therein. The Company obtained
the  opinion of an  independent  investment  banking  firm that the terms of the
exchange  transaction with the Fanning Partnership were fair to the Company from
a financial point of view, and the Company's  independent directors approved the
terms of the transaction.  The consideration paid to the Fanning  Partnership in
February 2003 for the principal  amount of the PIK Debentures  exchanged in this
transaction approximated in value the consideration that the Fanning Partnership
had  previously  been  paid to the  unrelated  third  party  sellers  of the PIK
Debentures.  The  Company's  offer to exchange PIK  Debentures  for Series 2003A
Preferred  Stock was extended to all holders of the PIK Debentures that remained
outstanding.

In September 2003, the Company issued shares of its Series 2003B Preferred Stock
having a face amount and fair market value of $513,000  (513 shares) in exchange
for $2.0 million aggregate amount of the Company's 8.0% Subordinated Convertible
Notes  due  2009  (the  "Convertible   Notes"),  plus  accrued  interest,  in  a
transaction with the Fanning Partnership. The Company obtained the opinion of an
independent  investment banking firm that the terms of the exchange  transaction
with the Fanning  Partnership were fair to the Company from a financial point of
view, and the Company's  directors  approved the terms of the  transaction.  The
consideration  paid  to the  Fanning  Partnership  in  September  2003  for  the
principal  amount of the  Convertible  Notes  exchanged in this  transaction was
substantially  less than the consideration  paid by the Fanning  Partnership for
the  securities it had  previously  exchanged for the  Convertible  Notes.  As a
result,  the Company has treated this  transaction as a contribution  to capital
and has  recorded an  additional  $913,000 to  additional  paid-in  capital.  In
addition, the conversion price of $0.54 per share for the Series 2003B Preferred
Stock,  as discussed  below,  represents the average closing price of the common
stock for the 15 trading days  immediately  preceding  the date of the effective
date of the  transaction  (September 26, 2003),  it was lower than the $0.82 per
share  closing price as of the  effective  date. As a result of this  beneficial
conversion feature,  the Company recorded a preferred stock dividend of $266,000
in the third quarter of fiscal 2003.

     The rights and  preferences of the Series 2003A and Series 2003B  Preferred
Stock are substantially  identical except that conversion price is $1.05 for the
Series 2003A Preferred Stock and $0.54 for the Series 2003B Preferred Stock. The
conversion  price is the price at which a holder  of  shares of Series  2003A or
200B  Preferred  Stock may convert such shares into common stock (or, in certain
circumstances,  into a  participating  preferred  stock  which  in turn  will be
convertible into common stock at the same effective rate).

     Each share of Series 2003A and 2003B  Preferred  Stock has a face amount of
$1,000, and bears annual cumulative dividends of $75 per share (7.5% per annum).
As of September 28, 2003,  there were cumulative  unpaid  dividends of $280,000.
Upon liquidation, the holders of the Series 2003A and 2003B Preferred Stock will
be entitled to a  liquidation  preference of $1,000 per share plus the amount of
accumulated,  unpaid  dividends  before any  distributions  shall be made to the
holders  of  common  stock or any other  junior  series or class of stock of the
Company.  Unless the  holders of  two-thirds  of the shares of Series  2003A and
2003B Preferred Stock outstanding shall have otherwise  consented,  no series or
class of preferred stock having rights or preferences that are not junior to the
Series 2003A and 2003B Preferred Stock shall be issued by the Company.

     The Company can only pay dividends on the Series 2003A and 2003B  Preferred
Stock if (i) dividends can legally be paid in accordance with Delaware law, (ii)
the Company's  board of directors,  in its  discretion  upon the exercise of its
fiduciary  duties,  declares  that a  dividend  be paid,  (iii)  payment  of the
dividend is permitted under the terms of the PNC Credit  Facility,  and (iv) the
Company  has  sufficient  funds to upstream in  accordance  with the  restricted
payments tests under the indenture governing the Senior Notes.

     In the event that the conversion of Series 2003A and 2003B  Preferred Stock
into common  stock of COMFORCE  would result in either (i) the  occurrence  of a
"change of control" as defined in the indenture governing COI's Senior Notes, or
(ii) require  stockholder  approval in accordance with the rules and regulations
of the Securities and Exchange Commission or the American Stock Exchange (or any
other  exchange  or  quotation  system on which the  Company's  shares  are then
listed),  then the Series  2003A and 2003B  Preferred  Stock held by such holder
shall not be convertible into common stock, but rather shall be convertible into
shares  of  non-voting   participating  preferred  stock  having  a  liquidation
preference  of $0.01 per share (but no other  preferences)  to be created by the
Company. The participating  preferred stock will in turn be convertible into the
Company's  common stock (on the same basis as if the  conversion to common stock
from  Series  2003A and 2003B  Preferred  Stock had  occurred  directly)  if the
conversion  will not result in a "change of control" as defined in the indenture
governing the Senior Notes or require  stockholder  approval in accordance  with
the rules and  regulations  of the  Securities  and Exchange  Commission  or the
American Stock Exchange (or any other exchange or quotation  system on which the
Company's  shares are then listed).  At the request of the holders of a majority
of  the  outstanding  participating  preferred  stock,  the  Company  will  seek
stockholder approval for its conversion into common stock.

8. NEW ACCOUNTING STANDARDS

     In December 2002, the Financial  Accounting Standards Board ("FASB") issued
Statement  No. 148,  Accounting  for  Stock-Based  Compensation--Transition  and
Disclosure ("SFAS 148"). SFAS 148 provides alternative methods of transition for
a  voluntary  change to the fair  value  method of  accounting  for  stock-based
employee  compensation as originally  provided by Statement No. 123,  Accounting
for Stock-Based  Compensation  ("SFAS 123").  Additionally,  SFAS 148 amends the
disclosure  requirements of SFAS 123 to require prominent disclosure in both the
annual and  interim  financial  statements  about the method of  accounting  for
stock-based  compensation and the effect of the method used on reported results.
The  transitional  requirements  of SFAS  148 are  effective  for all  financial
statements for fiscal years ending after December 15, 2002. The Company  adopted
the disclosure portion of this statement  beginning for the fiscal quarter ended
March 30, 2003. The  application of the disclosure  portion of this standard did
not have any impact on the Company's  consolidated financial position or results
of operations.  The FASB has indicated that it will require stock-based employee
compensation  to be recorded as a charge to earnings in the future.  The Company
will continue to monitor the FASB's progress on the issuance of this standard as
well as to evaluate its position with respect to current guidance.

     In May 2003, the FASB issued  Statement of Financial  Accounting  Standards
No. 150,  Accounting for Certain Financial  Instruments with  Characteristics of
both Liabilities and Equity ("SFAS 150"). This accounting  standard  establishes
standards for  classifying  and measuring  certain  financial  instruments  with
characteristics  of both  liabilities  and  equity.  It  requires  that  certain
financial   instruments  that  were  previously  classified  as  equity  now  be
classified as a liability.  This accounting  standard is effective for financial
instruments  entered into or modified  after May 31, 2003,  and otherwise at the
beginning  of the first  interim  period  beginning  after  June 15,  2003.  The
adoption of this  statement did not have a material  impact on the  consolidated
financial statements.

9. RECLASSIFICATIONS

     Certain reclassifications have been made to conform prior period amounts to
the current period presentation.

10. COMPREHENSIVE INCOME

     The components of comprehensive income are as follows (in thousands):

<TABLE>
<CAPTION>
                                                       Three months ended                    Nine months ended
                                             ------------------------------------    -------------------------------
                                                   Sept. 28,            Sept. 29,        Sept.28,         Sept. 29,
                                                     2003                 2002             2003              2002

<S>                                               <C>                   <C>            <C>                <C>
         Net loss, as reported                    $ (26,090)            $  (794)       $ (23,402)         $(55,520)

         Foreign currency translation
              adjustment                                 --                (184)              96                31
                                             ----------------    ----------------    -------------    --------------
         Total comprehensive loss
                                                  $ (26,090)            $  (978)       $ (23,306)         $(55,489)
                                             ================    ================    =============    ==============
</TABLE>

11. GOODWILL IMPAIRMENT

     The  Company  tested   goodwill  for  impairment  in  accordance  with  the
provisions  of SFAS 142 as of the end of the third  quarter of fiscal year 2003.
In connection with this goodwill test, the Company  engaged an independent  firm
to assist  management in the  determination  of the fair values of its reporting
units (as defined by SFAS 142).  In its  determination  of the fair values,  the
firm engaged by the Company  primarily  utilized a discounted cash flow analysis
as well as various other valuation approaches,  including (a) recent values paid
by investors and  purchasers  of companies in businesses  similar to that of the
Company,   (b)   capitalization   multiples   of   companies   with   investment
characteristics  resembling  those of the reporting  units,  (c) the  enterprise
value of the Company, and (d) asset and liability structure.

     Significant  assumptions  used in this analysis include (i) expected future
revenue growth rates, operating unit profit margins, and working capital levels,
(ii) a discount rate, and (iii) a terminal  value  multiple.  The revenue growth
rates,  working  capital  levels and operating  unit profit margins are based on
management's  expectation  of  future  results.  As  previously  discussed,  the
Company's operating results, including those of its more specialized operations,
have  been  negatively  impacted  by  general  economic  conditions.   Based  on
management's   assessment  of  the  circumstances  and  considering  the  firm's
findings,  the Company recognized an impairment loss of $28.0 million due to the
Company's  inability to meet  previous  growth  expectations.  These  impairment
losses  relate  primarily to the  goodwill  attributable  to staffing  companies
acquired  by the  Company in 1996  through  1998,  during  which  time  staffing
companies were customarily  valued using higher  multiples,  and these companies
had significantly higher earnings.

     If management's  expectations  of future  operating  results change,  or if
there are changes to other  assumptions,  the  estimate of the fair value of the
Company's reporting units could change significantly. Such a change could result
in additional goodwill impairment charges in future periods,  which could have a
significant impact on the Company's consolidated financial statements.

     The changes in the  carrying  amount of goodwill  for the nine months ended
September 28, 2003 is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                   Human
                                                Staff             Capital            Financial
                                            Augmentation         Management         Outsourcing          Total
                                           ----------------    ---------------    ---------------   ----------------
<S>                             <C> <C>       <C>                 <C>                                   <C>
         Balance as of December 29, 2002      $    51,042         $ 9,200              --               $ 60,242
         Impairment losses                        (28,000)
                                           ----------------    ---------------    ---------------   ----------------
         Balance as of September 28, 2003
                                              $    23,042         $ 9,200              --               $ 32,242
                                           ================    ===============    ===============   ================
</TABLE>

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 wholly-owned  subsidiaries,  including COMFORCE
Operating, Inc. ("COI") (collectively, the "Company").

Overview

     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,  401(k),  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.   The  Staff  Augmentation   segment  provides   healthcare   support,
information technology (IT), telecom, technical and other staffing services. The
Human Capital  Management  Services  segment  provides  consulting  services for
managing the contingent  workforce.  The Financial  Outsourcing Services segment
provides  payroll,  funding and back  office  support  services  to  independent
consulting and staffing companies.

Replacement of Credit Facility

     On June 25, 2003, COMFORCE, COI and various of their operating subsidiaries
entered into the PNC Credit  Facility  with PNC, as a lender and  administrative
agent, and other financial institutions  participating as lenders to provide for
a $75.0 million revolving credit facility with available  borrowings to be based
upon a specified  percentage of the Company's eligible accounts  receivable.  At
closing,  the Company  borrowed  $32.7 million and repaid the  Whitehall  Credit
Facility,  which was thereupon terminated.  The Whitehall Credit Facility, which
the Company entered into in December 2000, as subsequently amended, provided for
borrowings of up to $85.0 million.  The Company incurred a write-off of deferred
financing  costs of $431,000 in the second  quarter of 2003 related to the early
retirement of the Whitehall Credit Facility.

     Borrowings  under the PNC Credit  Facility bear interest,  at the Company's
option,  at a per  annum  rate  equal  to  either  (1) the  greater  of the base
commercial  lending  rate of PNC as  announced  from time to time or the federal
funds  rate plus  0.5%,  or (2)  LIBOR  plus a margin  ranging  from 2.5% if the
Company's  fixed charged  coverage  ratio is greater than 1.30:1 to 3.0% if this
ratio is 1.05:1 or less (with the initial margin fixed at 2.75% until  September
1,  2003).   The   obligations   evidenced  by  the  PNC  Credit   Facility  are
collateralized  by a pledge  of the  capital  stock  of  certain  key  operating
subsidiaries of the Company and by security  interests in  substantially  all of
the assets of the Company.  The agreements  evidencing  the PNC Credit  Facility
contain various financial and other covenants and conditions, including, but not
limited to, limitations on paying dividends, engaging in affiliate transactions,
making  acquisitions  and  incurring  additional  indebtedness.   The  scheduled
maturity  date of the PNC  Credit  Facility  is June 24,  2007.  The PNC  Credit
Facility  affords the Company greater  borrowing  flexibility and has a maturity
date close to three  years  beyond the  maturity  date of the  Whitehall  Credit
Facility.

Goodwill Impairment

     The  Company  tested   goodwill  for  impairment  in  accordance  with  the
provisions  of SFAS 142 as of the end of the third  quarter of fiscal year 2003.
In connection with this goodwill test, the Company  engaged an independent  firm
to assist  management in the  determination  of the fair values of its reporting
units (as defined by SFAS 142).  In its  determination  of the fair values,  the
firm engaged by the Company  primarily  utilized a discounted cash flow analysis
as well as various other valuation approaches,  including (a) recent values paid
by investors and  purchasers  of companies in businesses  similar to that of the
Company,   (b)   capitalization   multiples   of   companies   with   investment
characteristics  resembling  those of the reporting  units,  (c) the  enterprise
value of the Company, and (d) asset and liability structure.

     Significant  assumptions  used in this analysis include (i) expected future
revenue growth rates, operating unit profit margins, and working capital levels,
(ii) a discount rate, and (iii) a terminal  value  multiple.  The revenue growth
rates,  working  capital  levels and operating  unit profit margins are based on
management's  expectation  of  future  results.  As  previously  discussed,  the
Company's operating results, including those of its more specialized operations,
have  been  negatively  impacted  by  general  economic  conditions.   Based  on
management's   assessment  of  the  circumstances  and  considering  the  firm's
findings,  the Company recognized an impairment loss of $28.0 million due to the
Company's  inability to meet  previous  growth  expectations.  These  impairment
losses  relate  primarily to the  goodwill  attributable  to staffing  companies
acquired  by the  Company in 1996  through  1998,  during  which  time  staffing
companies were customarily  valued using higher  multiples,  and these companies
had significantly higher earnings.

     If management's  expectations  of future  operating  results change,  or if
there are changes to other  assumptions,  the  estimate of the fair value of the
Company's reporting units could change significantly. Such a change could result
in additional goodwill impairment charges in future periods,  which could have a
significant impact on the Company's consolidated financial statements.

Critical Accounting Policies

     As  disclosed  in the annual  report on Form 10-K for the fiscal year ended
December 29, 2002, the  discussion  and analysis of our financial  condition and
results of  operations  are based upon our  consolidated  financial  statements,
which have been  prepared in conformity  with  accounting  principles  generally
accepted in the United States.  The  preparation of these  financial  statements
requires us to make estimates and assumptions  that affect the reported  amounts
of assets,  liabilities,  revenues  and  expenses  reported  in those  financial
statements.  These  judgments can be subjective  and complex,  and  consequently
actual results could differ from those estimates.  Our most critical  accounting
policies  relate to  allowance  for  doubtful  accounts;  reserves  for workers'
compensation;  goodwill  impairment;  and income taxes. Since December 29, 2002,
there have been no  changes in our  critical  accounting  policies  and no other
significant changes to the methods used in the assumptions and estimates related
to them.

Results of Operations

Three Months Ended  September 28, 2003 Compared to Three Months Ended  September
29, 2002

     Net sales of services for the three month period ended  September  28, 2003
were $96.3 million, a decrease of 1.6 % from net sales of services for the three
month period ended September 29, 2002 of $97.9 million.  The Company experienced
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 $3.8 million or 8.8%,  principally due
to an  increase  in its client  base.  In the Staff  Augmentation  segment,  the
decrease of $5.0 million (9.4%) is principally  attributable to reduced sales to
IT and  telecom  customers,  as a result of the  continuing  effects of the soft
economy,  partially offset by increased sales to technical  services  customers.
Also,  principally as a result of the current economic  conditions and a reduced
client  base,  net sales of  services  were  lower by  $378,000  (17.9%)  in the
Financial Outsourcing Services segment.

     Cost of services for the three month period  ended  September  28, 2003 was
83.5% of net sales of  services as compared to cost of services of 82.1% for the
three  month  period  ended  September  29,  2002.  The  cost of  services  as a
percentage  of net sales for the three month  period  ended  September  28, 2003
increased  from the  comparable  period  in 2002  principally  as a result  of a
decrease  in  permanent  placement  fees,  a decrease in  Financial  Outsourcing
Services revenues,  increased  competitive  pressures  impacting fees and higher
growth  in Human  Capital  Management  Services  (which  have 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 13.8% for the three month  period  ended  September  28, 2003,
compared  to  13.9%  for the  three  month  period  ended  September  29,  2002.
Management  continued to undertake  initiatives to reduce  selling,  general and
administrative  costs by renegotiating  existing vendor contracts,  reducing the
size of or closing  marginal  offices,  reducing  back office  support staff and
re-evaluating  incentive  compensation  plans,  and has  reduced  costs as sales
decreased.  These costs were further reduced by lower commissions as a result of
the decrease of sales discussed above.

     Operating  loss for the three month  period  ended  September  28, 2003 was
$26.5  million as compared  to  operating  income of $2.9  million for the three
month period ended September 29, 2002. The decrease in operating  income for the
three month period ended  September 28, 2003 is principally  attributable to the
Company's  third quarter $28.0 million  write-off  related to the  impairment of
goodwill  discussed  above and a  decrease  in sales and gross  margins in Staff
Augmentation and Financial  Outsourcing Services segments,  offset by a decrease
in selling, general and administrative expenses discussed above.

     The Company's  interest expense for the three month periods ended September
28,  2003 and  September  29,  2002 were  principally  attributable  to interest
recorded on the Company's bank credit facilities,  the Convertible Notes and the
Senior  Notes.  The interest  expense was lower for the three month period ended
September  28, 2003 as compared to the three month  period ended  September  29,
2002  principally due to lower market interest rates and lower borrowing  levels
under  the PNC  Credit  Facility  (as  compared  to under the  Whitehall  Credit
Facility,  which  was in  place  in  2002)  as  well  as the  retirement  of PIK
Debentures in the first quarter of 2003. See  "Replacement  of Credit  Facility"
and "Financial Condition, Liquidity and Capital Resources" in this Item 2.

     The income tax benefit for the three month period ended  September 28, 2003
was $3.7 million on a loss before tax of $29.8  million.  The income tax benefit
for the three month  period  ended  September  29,  2002 was  $340,000 on a loss
before tax of $1.1 million.  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 $28.0 million goodwill impairment discussed
above, interest expense associated with the PIK Debentures which were retired in
the first quarter of 2003, state income taxes, and a disallowance for travel and
entertainment expenses.

Nine Months Ended September 28, 2003 Compared to Nine Months Ended September 29,
2002

     Net sales of services for the nine month period  ended  September  28, 2003
were $276.0 million, a decrease of 5.0 % from net sales of services for the nine
month period ended September 29, 2002 of $290.5 million. The Company experienced
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 $11.6 million or 9.5%,  principally due
to an  increase  in its client  base.  In the Staff  Augmentation  segment,  the
decrease of $24.2 million  (15.0%) is principally  attributable to reduced sales
to IT and telecom  customers,  as a result of the continuing effects of the soft
economy, partially offset by increased sales to healthcare support and technical
services  customers.  Also,  principally  as a result  of the  current  economic
conditions  and a reduced  client base, net sales of services were lower by $1.9
million (28.7%) in the Financial Outsourcing Services segment.

     Cost of services  for the nine month period  ended  September  28, 2003 was
83.0% of net sales of  services as compared to cost of services of 81.8% for the
nine month period ended September 29, 2002. The cost of services as a percentage
of net sales for the nine month period ended  September 28, 2003  increased from
the comparable period in 2002 principally as a result of a decrease in permanent
placement fees, a decrease in Financial Outsourcing Services revenues, increased
competitive  pressures  impacting  fees  and  higher  growth  in  Human  Capital
Management Services (which have 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 13.5% for the nine month  period  ended  September  28,  2003,
compared to 14.2% for the nine month period ended September 29, 2002.  Excluding
the $1.6  million  insurance  recovery in the first  quarter of 2003  related to
uncollectible  funding and service fees receivable that were  written-off in the
fourth  quarter of 2001,  selling,  general  and  administrative  expenses  as a
percentage  of net sales of services  were 14.1% for the nine month period ended
September  28, 2003.  Management  continued to undertake  initiatives  to reduce
selling,  general and  administrative  costs by  renegotiating  existing  vendor
contracts,  reducing  the size of or closing  marginal  offices,  reducing  back
office support staff and  re-evaluating  incentive  compensation  plans, and has
reduced  costs as sales  decreased.  These costs were  further  reduced by lower
commissions as a result of the decrease of sales discussed above.

     Operating loss for the nine month period ended September 28, 2003 was $21.6
million as  compared  to  operating  income of $8.5  million  for the nine month
period ended  September 29, 2002. The decrease in operating  income for the nine
month  period  ended  September  28,  2003 is  principally  attributable  to the
Company's  third quarter $28.0 million  write-off  related to the  impairment of
goodwill  discussed  above and a  decrease  in sales and gross  margins in Staff
Augmentation and Financial  Outsourcing  Services segments,  partially offset by
the $1.6 million insurance claim recovery discussed above.

     The Company's  interest  expense for the nine month period ended  September
28, 2003 was principally  attributable  to interest  recorded on its bank credit
facility (the Whitehall  Credit  Facility until June 25, 2003 and the PNC Credit
Facility  thereafter),  the  Convertible  Notes  and  the  Senior  Notes  and an
assessment made in the second quarter of 2003 of $170,000 of interest as part of
a settlement with the IRS in connection with its audit of tax years 1999 through
2001. The interest  expense was lower for the nine month period ended  September
28,  2003 as  compared  to the  nine  month  period  ended  September  29,  2002
principally due to lower market interest rates and lower borrowing  levels under
the bank credit  facilities as well as the  retirement of PIK  Debentures in the
first two quarters of 2003,  partially  offset by the  assessment of interest in
connection with the IRS  settlement.  See  "Replacement of Credit  Facility" and
"Financial Condition, Liquidity and Capital Resources" in this Item 2.

     The Company incurred a write-off of deferred financing costs of $431,000 in
the second  quarter of 2003  related to the early  retirement  of the  Whitehall
Credit Facility.

     The gain on debt  extinguishment  realized by the  Company  during the nine
months ended  September 28, 2003 was the result of the  Company's  repurchase of
Senior  Notes in the second  quarter of 2003,  and the  Company's  exchange  and
repurchase of PIK  Debentures in the first quarter of 2003. As a result of these
transactions,  the  Company  recognized  a gain on debt  extinguishment  of $8.8
million,  which  includes the  reduction of  approximately  $277,000 of deferred
financing costs, in the first nine months of 2003.

     The income tax provision for the nine month period ended September 28, 2003
was $79,000 on loss before tax of $23.3 million.  The income tax benefit for the
nine month period ended September 29, 2002 was $769,000 on a loss before tax and
cumulative  effect of a change in  accounting  principle  of $3.5  million.  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
$28.0 million goodwill impairment  discussed above,  interest expense associated
with the PIK Debentures,  state income taxes,  and a disallowance for travel and
entertainment  expenses.  Included  in  income  tax for the  nine  months  ended
September 28, 2003 is an assessment of $975,000  based on an income tax audit by
the IRS for tax years 1999 through 2001.

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.

     During the three and nine months ended  September 28, 2003, the Company had
no off-balance  sheet  arrangements  other than operating leases entered into in
the normal  course of business,  as indicated in the table below.  The following
table represents  contractual  commitments  associated with operating agreements
(excluding interest on debt obligations):

<TABLE>
<CAPTION>
                                                            Payments due by period (in thousands)
                                      -----------------------------------------------------------------------------------
                                            2003             2004           2005-6            2007           Thereafter
                                         ------------     ------------    ------------    --------------    -------------
<S>                                       <C>              <C>             <C>              <C>               <C>
   Operating Leases                       $ 3,184          $ 2,418         $ 3,157          $  1,177          $ 2,645
   PNC Credit Facility-- principal
          repayments                           --               --              --            32,000               --
   Senior Notes -
   principal                                   --               --              --            85,000               --
   repayments
   Convertible Notes -
   principal                                   --               --              --                --            7,135
   repayments
                                         ------------     ------------    ------------    --------------    -------------
                               Total      $ 3,184          $ 2, 418        $ 3,157          $118,177          $ 9,780
                                         ============     ============    ============    ==============    =============
</TABLE>

     The Company also had standby letters of credit outstanding at September 28,
2003 in the aggregate amount of $4.4 million.

     During the nine month  period  ended  September  28,  2003,  the  Company's
primary  sources of funds to meet  working  capital  needs were from  borrowings
under the PNC Credit Facility and the Whitehall Credit Facility.  Effective June
25, 2003, the Company  retired the Whitehall  Credit Facility upon entering into
the PNC Credit Facility. See "Replacement of Credit Facility" above in this Item
2. Cash and cash equivalents decreased $1.5 million during the nine-month period
ended  September 28, 2003.  Cash flows provided by operating  activities of $4.6
million were exceeded by cash flows used in financing activities of $5.4 million
and cash flows used in investing activities of $673,000.

     At September 28, 2003, the Company had outstanding  $32.0 million principal
amount under the PNC Credit Facility bearing interest at a weighted average rate
of 3.87% per annum. At such date, the Company had remaining  availability  based
upon then outstanding eligible accounts receivable of $24.7 million.

     At September 28, 2003, the Company also had  outstanding  (i) $85.0 million
principal  amount of Senior Notes  bearing  interest at a rate of 12% per annum,
(ii) $7.1 million  principal amount of Convertible Notes bearing interest at the
rate of 8% per annum, and (iii) had no PIK Debentures  outstanding.  The Company
has sought to improve its balance  sheet.  In 2003,  it has done so  principally
though the  issuance  of equity  securities  in exchange  for debt  obligations,
including the following transactions:

     o    In February  2003,  the Company issued $6.1 million face amount of its
          new Series  2003A  Preferred  Stock having a fair market value of $4.3
          million  in  exchange  for  $12.3  million  of  its   outstanding  PIK
          Debentures  (including  accrued  interest)  from a  related  party and
          repurchased  additional PIK Debentures  ($59,000  including  interest)
          from unrelated  parties for a cash payment of $21,000.  As a result of
          this transaction, the Company recognized a gain on debt extinguishment
          of  $7.8  million,  which  includes  the  reduction  of  approximately
          $240,000 of deferred  financing  costs,  in the third quarter of 2003.
          Following  this  transaction,  only  $42,000  principal  amount of PIK
          Debentures remained outstanding.  Accordingly, principally in order to
          eliminate  the costs  associated  with the  administration  of the PIK
          Debentures,  in May 2003,  the  Company  redeemed  the  remaining  PIK
          Debentures  in  accordance  with  the  procedures  set  forth  in  the
          indenture. See Note 3 and 7 to the consolidated financial statements.

     o    In June 2003, the Company repurchased $2.0 million principal amount of
          Senior Notes for $980,000,  resulting in a gain on debt extinguishment
          of $983,000,  which includes the reduction of approximately $37,000 of
          deferred financing costs.

     o    In September  2003,  the Company issued 513 shares of its Series 2003B
          Preferred  Stock having an aggregate face amount and fair market value
          of  $513,000  in  exchange  for  $2.0  million   principal  amount  of
          Convertible  Notes,  plus accrued  interest,  in a transaction  with a
          related  party.  See  note  3  and  7 to  the  consolidated  financial
          statements.

     Substantially  all of the consolidated net assets of the Company are assets
of COI and all of the net income  that had been  generated  by the  Company  was
attributable to the operations of COI. Except for permitted distributions, these
assets and any cumulated 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 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,  the most significant component of
which is based upon a percentage of net income generated by COI since January 1,
1998 on a cumulative  basis, less prior  distributions  made in reliance on this
provision.

     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.  Principally as a result of losses incurred
by COI in fiscal 2002 and the nine  months  ended  September  28, 2003 and prior
distributions made by COI to COMFORCE, COI can make no distributions to COMFORCE
based  upon  the  cumulative  net  income  provisions  of the  indenture.  It is
anticipated  that COI must  generate  net income of  approximately  $5.5 million
before it will be able to  upstream  funds to  COMFORCE  under  the  restrictive
payments  test of the  indenture.  In  calculating  net income for this purpose,
under the terms of the  indenture,  the Company  must apply  generally  accepted
accounting principles as in effect at the time the indenture was entered into in
1997.

     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 Convertible
Notes in kind.  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 PNC 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  Convertible  Notes at their  maturity  on
December 2, 2009, or on any earlier required repayment or repurchase dates, will
also be  dependent  on any  restrictions  under its loan  agreements  as then in
effect and availability of funds.

     The holder of the Convertible  Notes,  which is a partnership in which John
Fanning, the Company's chairman and chief executive officer, holds the principal
economic interest,  has advised that it will agree to extend the payment-in-kind
terms or make other  mutually  acceptable  arrangements  if the Company does not
have adequate  availability  under the indenture to upstream  funds to make cash
payments of interest  on the  Convertible  Notes  commencing  June 1, 2004.  The
Company expects to pay appropriate  consideration  to the holder for agreeing to
this  accommodation as may be negotiated by the parties upon the  recommendation
of an independent financial advisor.

     As of September 28, 2003,  approximately  $32.2 million,  or 24.5%,  of the
Company's  total assets were goodwill  recorded in connection with the Company's
acquisitions.  The Company evaluated the recoverability of goodwill on its books
under the new  standards  under SFAS 142 at its adoption in the first quarter of
2002,  resulting in its  write-off of $55.0 million of goodwill in that quarter,
again in the fourth  quarter of 2002,  resulting in an  additional  write-off of
$19.0  million of  goodwill  in that  quarter,  and most  recently  in the third
quarter of 2003 (as described above in this Item 2 under "Goodwill Impairment"),
resulting in an  additional  write-off of $28.0  million.  The Company must test
goodwill for  impairment in accordance  with the provisions of SFAS 142 at least
annually. If management's expectations of future operating results change, or if
there are changes to other  assumptions,  the  estimate of the fair value of the
Company's reporting units could change significantly. Such a change could result
in additional goodwill impairment charges in future periods,  which could have a
significant impact on the Company's consolidated financial statements.

         Management of the Company believes that cash flow from operations and
funds anticipated to be available under the PNC Credit Facility will be
sufficient to service the Company's indebtedness and to meet currently
anticipated working capital requirements throughout 2003. The Company has made
significant progress in improving its capital structure, most recently through
the elimination of debt in connection with its repurchase of PIK Debentures and
Senior Notes and Convertible Notes during the first nine months of 2003, as
described above, but no assurance can be given that opportunities to further
eliminate high interest rate debt will be available on favorable terms. The
Company currently meets all financial covenants under the PNC Credit Facility
and expects to continue to do so at least through the end of fiscal 2003.
However, management is uncertain as to whether it will meet such covenants
thereafter. In the event that the Company is unable to meet any of such
covenants, it anticipates it would receive a waiver or modification, however,
there can be no assurances that the Company will be successful in any such
request.

Impact of Recently Issued Accounting Standards

     In December 2002, the Financial  Accounting Standards Board ("FASB") issued
Statement  No. 148,  Accounting  for  Stock-Based  Compensation--Transition  and
Disclosure ("SFAS 148"). SFAS 148 provides alternative methods of transition for
a  voluntary  change to the fair  value  method of  accounting  for  stock-based
employee  compensation as originally  provided by Statement No. 123,  Accounting
for Stock-Based  Compensation  ("SFAS 123").  Additionally,  SFAS 148 amends the
disclosure  requirements of SFAS 123 to require prominent disclosure in both the
annual and  interim  financial  statements  about the method of  accounting  for
stock-based  compensation and the effect of the method used on reported results.
The  transitional  requirements  of SFAS  148 are  effective  for all  financial
statements for fiscal years ending after December 15, 2002. The Company  adopted
the  disclosure  portion of this  statement for the current fiscal quarter ended
September 28, 2003. The  application of the disclosure  portion of this standard
did not have any impact on the  Company's  consolidated  financial  position  or
results of operations.  The FASB has indicated that it will require  stock-based
employee  compensation to be recorded as a charge to earnings in the future. The
Company  will  continue to monitor the FASB's  progress on the  issuance of this
standard as well as to evaluate its position with respect to current guidance.

     In May 2003, the FASB issued  Statement of Financial  Accounting  Standards
No. 150,  Accounting for Certain Financial  Instruments with  Characteristics of
both Liabilities and Equity ("SFAS 150"). This accounting  standard  establishes
standards for  classifying  and measuring  certain  financial  instruments  with
characteristics  of both  liabilities  and  equity.  It  requires  that  certain
financial   instruments  that  were  previously  classified  as  equity  now  be
classified as a liability.  This accounting  standard is effective for financial
instruments  entered into or modified  after May 31, 2003,  and otherwise at the
beginning  of the first  interim  period  beginning  after  June 15,  2003.  The
adoption of this  statement did not have a material  impact on the  consolidated
financial statements.

 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,  particularly  in the  case of  telecom,
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 PNC 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;  SFAS 142,
which requires the Company to evaluate at least annually the  recoverability  of
goodwill on its books,  could cause the Company to write-off  goodwill in future
periods  (in  addition  to the  write-offs  of $74.0  million  in 2002 and $28.0
million in 2003),  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 (after  covering its cumulative  deficit at
September 28, 2003 of $5.5 million) or to 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  Convertible  Notes (which is required
beginning on June 1, 2004) or to repay the  Convertible  Notes at their maturity
on December 2, 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
indenture governing the Senior Notes and under the PNC 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-8 of the Company filed with the Securities and
Exchange  Commission  on April  24,  2003  (Registration  No.  333-104730).  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 29, 2002. There
has been no material change in the disclosure regarding market risk.

ITEM 4. CONTROLS AND PROCEDURES

     The company's  management  evaluated,  with the  participation of the chief
executive  officer  and  chief  financial  officer,  the  effectiveness  of  the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based on that evaluation,  the chief executive officer and chief
financial  officer have  concluded  that the Company's  disclosure  controls and
procedures  were  effective as of the end of the period  covered by this report.
There  has been no change  in the  Company's  internal  control  over  financial
reporting  that  occurred  during the  quarter  covered by this  report that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.


                           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  29,  2002,  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.

     In September  2003, the Company issued shares of its Series 2003B Preferred
Stock  having a face amount and fair market  value of $513,000  (513  shares) in
exchange for $2.0 million aggregate amount of the Company's  Convertible  Notes,
plus accrued  interest,  in a transaction the Fanning  Partnership.  The Company
obtained the opinion of an independent investment banking firm that the terms of
the exchange  transaction with the Fanning  Partnership were fair to the Company
from a financial point of view, and the Company's  directors  approved the terms
of the  transaction.  The  consideration  paid  to the  Fanning  Partnership  in
September 2003 for the principal  amount of the  Convertible  Notes exchanged in
this  transaction  was  substantially  less than the  consideration  paid by the
Fanning  Partnership  for the  securities  it had  previously  exchanged for the
Convertible Notes.

     As  described in note 7 to the  consolidated  financial  statements  (which
description is incorporated herein by reference),  the rights and preferences of
the Series 2003A and Series 2003B  Preferred Stock are  substantially  identical
except that  conversion  price is $1.05 for the Series 2003A Preferred Stock and
$0.54 for the Series  2003B  Preferred  Stock to convert such shares into common
stock (or, in certain circumstances,  into a participating preferred stock which
in turn will be convertible into common stock at the same effective rate).

     These  shares of Series  2003B  Preferred  Stock were issued to the Fanning
Partnership  in  reliance  upon the  exemptions  from  registration  afforded by
section  3(a)(9)  or  section  4(2)  of the  Securities  Act  of  1933  and  the
regulations thereunder.  Unless the Company registers the shares of common stock
issuable upon  conversion of the Series 2003A  Preferred  Stock for resale under
the  Securities  Act of  1933,  any  resale  of  those  shares  by  the  Fanning
Partnership,  as an affiliate of the  Company,  will be conducted in  compliance
with the volume  limitations and other  conditions of Rule 144 of the Securities
Act of 1933 (other than the holding period requirement).

ITEM 3. Defaults Upon Senior Securities.

     Not applicable.

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

     On August 13, 2003, the annual meeting of the  stockholders  of the Company
was held. At this meeting, the stockholders holders voted on (1) the election of
directors,  with each to serve for a term of one year,  and (2) the  approval of
the Company's issuance of 13,650,000  additional shares of common stock, and (3)
ratification  of the  appointment of KPMG LLP as the Company's  auditors for the
year ending December 28, 2003.

     The following  individuals  were elected to the Board of Directors upon the
vote shown:


             Nominee                                 For              Withheld
             -------                                 ---              --------

         John C. Fanning                           15,418,868          172,075
         Harry V. Maccarrone                       15,518,868          171,975
         Rosemary Maniscalco                       15,449,175          141,768
         Kenneth J. Daley                          15,449,181          141,762
         Daniel Raynor                             15,552,690           38,253
         Gordon Robinett                           15,449,183          141,760

     The stockholders  approved the Company's issuance of 13,650,000  additional
shares of common stock:

                                                         Broker
               For           Against     Abstained     Non-Votes
               ---           -------     ---------     ---------

             8,455,334      1,537,645      4,072       5,593,892

         The stockholders approved the Company's the appointment of KPMG LLP as
the Company's independent certified public accountants:

                                                         Broker
               For           Against     Abstained      Non-Votes
               ---           -------     ---------     ---------

            15,574,595        12,613       3,735              --

ITEM 5. Other Information.

     Not applicable.

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

     (a) Exhibits.

          3.1  Amended and Restated Certificate of Designation and Determination
               of Rights and  Preferences of Series 2003A and 2003B  Convertible
               Preferred Stock of COMFORCE  Corporation filed with the Secretary
               of State of Delaware on October 6, 2003.

          31.1 Certification of chief executive  officer pursuant to section 302
               of the Sarbanes-Oxley Act of 2002.

          31.2 Certification of chief financial  officer pursuant to section 302
               of the Sarbanes-Oxley Act of 2002.

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

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

     (b) Reports on Form 8-K.

               The Company filed a current  report on Form 8-K on August 8, 2003
          to furnish its press release  reporting  results for the quarter ended
          June 29, 2003.


                                   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 12, 2003