SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2000

                                       OR

              [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from _____ to _____

                             Commission file number
                          COMFORCE Corporation: 1-6081
                       COMFORCE Operating, Inc.: 333-43341

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [_]

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

               Class                                  Outstanding at May 9, 2000
               -----                                  --------------------------
COMFORCE Corporation:
  Common stock, $.01 par value                                 16,430,726 shares
COMFORCE Operating, Inc.:
  Common stock, $.01 par value    100 shares (all owned by COMFORCE Corporation)


<PAGE>


                            COMFORCE Corporation and
                            COMFORCE Operating, Inc.

                                      INDEX
<TABLE>
<CAPTION>
                                                                                    Page
                                                                                    Number
                                                                                    ------
<S>                                                                                  <C>
PART I        FINANCIAL INFORMATION...................................................3

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

              Consolidated Balance Sheets at March 31, 2000
                  and December 31, 1999 (unaudited)...................................3

              Consolidated Statements of Operations for the three
                  months ended March 31, 2000 and 1999 (unaudited)....................4

              Consolidated Statements of Cash Flows for the three months
                  ended March 31, 2000 and 1999 (unaudited)...........................5

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

Item 2.       Management's Discussion and Analysis of
                  Financial Condition and Results of Operations...................... 9

Item 3.       Quantitative and Qualitative Disclosure about Market Risk..............11

PART II       OTHER INFORMATION......................................................12

Item 1.       Legal Proceedings......................................................12

Item 2.       Changes in Securities and Use of Proceeds (not applicable).............12

Item 3.       Defaults Upon Senior Securities (not applicable).......................12

Item 4.       Submission of Matters to a Vote of Security Holders (not applicable)...12

Item 5.       Other Information (not applicable).....................................12

Item 6.       Exhibits and Reports on Form 8-K   ....................................12


SIGNATURES...........................................................................13
</TABLE>


                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                                                 March 31,         December 31,
                                                                                                   2000               1999
                                                                                                 ---------         ------------
<S>                                                                                              <C>                <C>
ASSETS:
Current assets:
     Cash and cash equivalents                                                                   $   4,083          $   7,818
     Accounts receivable, net                                                                       47,680             45,872
     Funding and service fees receivable, net                                                       36,352             35,962
     Prepaid expenses and other current assets                                                       3,267              2,786
     Deferred income taxes                                                                           1,500              1,554
                                                                                                 ---------          ---------
              Total current assets                                                                  92,882             93,992

Property and equipment, net                                                                         12,124             11,490
Intangible assets, net                                                                             140,110            139,010
Deferred financing costs                                                                             5,009              5,218
                                                                                                 ---------          ---------
              Total assets                                                                       $ 250,125          $ 249,710
                                                                                                 =========          =========

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
     Borrowings under revolving line of credit                                                   $   4,000          $   4,000
     Accounts payable                                                                                3,314              3,015
     Accrued expenses                                                                               25,198             20,988
                                                                                                 ---------          ---------
              Total current liabilities                                                             32,512             28,003

Long-term debt                                                                                     175,777            178,346
Other liabilities                                                                                      176                198
                                                                                                 ---------          ---------
              Total liabilities                                                                    208,465            206,547
                                                                                                 ---------          ---------

Commitments and contingencies                                                                           --                 --
Stockholders' equity:
     Common stock, $.01 par value; 100,000,000 shares authorized; 16,430,586
     shares and 16,395,549  shares issued and  outstanding at March 31, 2000
     and December 31, 1999, respectively                                                               164                164
     Additional paid-in capital                                                                     48,367             48,328
     Accumulated deficit since January 1, 1996                                                      (6,871)            (5,329)
                                                                                                 ---------          ---------
              Total stockholders' equity                                                            41,660             43,163
                                                                                                 ---------          ---------
              Total liabilities and stockholders' equity                                         $ 250,125          $ 249,710
                                                                                                 =========          =========
</TABLE>

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


                                       3
<PAGE>


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

<TABLE>
<CAPTION>
                                                            Three Months ended March 31,
                                                            ----------------------------
                                                              2000               1999
                                                              ----               ----
<S>                                                        <C>                <C>
Revenue:
      Net sales of services                                $ 106,845          $ 107,075

Costs and expenses:
     Cost of services                                         85,795             87,396
     Selling, general and administrative                      15,242             14,066
     Depreciation and amortization                             1,809              1,660
                                                           ---------          ---------

Total costs and expenses                                     102,846            103,122
                                                           ---------          ---------

Operating income                                               3,999              3,953
                                                           ---------          ---------

Other income (expense):
      Interest expense                                        (5,594)            (5,293)
      Other income, net                                           53                  2
                                                           ---------          ---------
                                                              (5,541)            (5,291)
                                                           ---------          ---------

Loss before income taxes                                      (1,542)            (1,338)
Recovery of income tax                                            --               (148)
                                                           ---------          ---------
     Net  loss                                             $  (1,542)         $  (1,190)
                                                           =========          =========

Basic and diluted loss per common share                    $   (0.09)         $   (0.07)
                                                           =========          =========
Basic and diluted weighted average shares                     16,426             16,173
                                                           =========          =========
</TABLE>


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


                                       4
<PAGE>


                      COMFORCE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                     Three Months ended March 31,
                                                                     ----------------------------
                                                                         2000           1999
                                                                         ----           ----
<S>                                                                    <C>             <C>
Net cash flows provided by operating activities                        $  2,427        $   (636)
                                                                       --------        --------
Cash flows from investing activities:
  Acquisition,  net of cash acquired                                       (781)             --

  Purchases of property and equipment                                    (1,271)         (1,415)
  Payments of contingent consideration                                   (1,501)           (571)
                                                                       --------        --------
           Net cash flows used in investing activities                   (3,553)         (1,986)
                                                                       --------        --------

Cash flows from financing activities:
   Borrowings under long-term line of credit agreement                   28,831           6,406
   Repayment under long-term line of credit agreement                   (31,400)         (6,086)
   Reduction of capital lease obligation                                    (79)            (36)
   Proceeds from exercise of stock options                                   39              --
                                                                       --------        --------
           Net cash flows provided by (used in) financing
              activities                                                 (2,609)            284
                                                                       --------        --------
  Decrease in cash and cash equivalents                                  (3,735)         (2,338)
  Cash and cash equivalents, beginning of period                          7,818           4,599
                                                                       --------        --------
           Cash and cash equivalents, end of period                    $  4,083        $  2,261
                                                                       ========        ========

Supplemental cash flow information:
Cash paid during the period for:
 Interest paid                                                         $    831        $  1,189
 Income taxes paid                                                          976             513

  Noncash investing and financing activities:
     Common stock issued in connection with acquisitions                     --             264

</TABLE>


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


                                       5
<PAGE>


                      COMFORCE CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   GENERAL

     The accompanying  unaudited interim  consolidated  financial  statements of
COMFORCE  Corporation,  COMFORCE Operating,  Inc. ("COI") and their subsidiaries
(collectively,  the  "Company")  have been  prepared  pursuant  to the rules and
regulations of the Securities and Exchange  Commission.  Certain information and
note  disclosures  normally  included in annual  financial  statements have been
condensed or omitted pursuant to those rules and regulations.  In the opinion of
management,   all  adjustments,   consisting  of  normal  recurring  adjustments
considered  necessary  for a fair  presentation,  have been  included.  Although
management  believes that the  disclosures  made are adequate to ensure that the
information  presented is not  misleading,  it is suggested that these financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto included in the Company's Annual Report on Form 10-K for the fiscal year
ended  December 31, 1999.  The results for the three months ended March 31, 2000
are not necessarily indicative of the results of operations for the entire year.

2.   ACQUISITION

     On February 7, 2000, the Company  purchased,  through its Uniforce Staffing
Services, Inc. subsidiary,  all of the issued and outstanding stock of Gerri G.,
Inc.  for total  consideration  of $800,000 in cash.  In  addition,  the Company
agreed to contingent payments under which it would pay a minimum of $200,000 and
a  maximum  of  $600,000  in  cash  over a  two-year  period,  provided  certain
contingencies are satisfied.  Gerri G. is in the business of providing staffing,
permanent  placement and training services.  This transaction is not material to
the Company.


3.   DEBT

     Long-term  debt at March 31, 2000 and  December  31, 1999  consisted of the
following (in thousands):

<TABLE>
<CAPTION>
                                                                                March 31,     December 31,
                                                                                  2000           1999
                                                                                ---------     ------------
<S>                                                                             <C>               <C>

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

15% Senior Secured PIK Debentures, due 2009                                       26,766            26,766

Revolving line of credit, due November 26, 2002, monthly at LIBOR plus up to
2.0%.  At March 31, 2000, the rate was 8.4%                                       43,011            45,580
                                                                                --------          --------
                                                                                 179,777           182,346

     Less, current portion                                                         4,000             4,000
                                                                                --------          --------
              Total long-term debt                                              $175,777          $178,346
                                                                                ========          ========
</TABLE>


4.   EQUITY

     During the first three months of 2000, options to exercise 35,000 shares of
common stock at a price of $1.13 per share were exercised.


                                       6
<PAGE>


5.   EARNINGS PER SHARE

     Basic  income  (loss) per common  share is computed by dividing  net income
(loss)  available  for common  stockholders  by the weighted  average  number of
shares of common stock outstanding during each period. Diluted income (loss) per
share is computed  assuming the  conversion of stock options and warrants with a
market  value  greater  than the  exercise  price to the extent such  conversion
assumption is dilutive.

     Outstanding  options  and  warrants  to  purchase  shares of common  stock,
representing  approximately  4,600,000 shares of common stock on March 31, 2000,
were not included in the  computations  of diluted loss per share  because their
effect would be anti-dilutive.

6.   STOCK OPTIONS:

     Effective as of April 4, 2000, the Company  granted  options to purchase in
the aggregate  562,000 shares of the Company's common stock at an exercise price
of $2.00 per share. Substantially all of the options were granted to 23 officers
and  employees  of the Company.  These  options,  which were  granted  under the
Company's Long-Term Stock Investment Plan, will vest in equal increments on each
of the next two anniversaries of the date of grant.

7.   INDUSTRY SEGMENT INFORMATION:

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

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

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

     The accounting  policies of the segments are the same as those described in
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 31, 1999. The
Company  evaluates the  performance  of its segments and allocates  resources to
them based on operating  contribution,  which  represents  segment revenues less
direct costs of operations,  excluding the  allocation of corporate  general and
administrative expenses.  Assets of the operating segments reflect primarily net
accounts  receivable  associated with segment  activities;  all other assets are
included as  corporate  assets.  The  Company  does not track  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  months  ended March 31, 2000 and
1999, and items which reconcile segment operating  contribution to the Company's
reported pre-tax loss (in thousands).


                                       7
<PAGE>


<TABLE>
<CAPTION>
                                                         Three Months Ended March 31,
                                                        ------------------------------
                                                           2000                 1999
                                                        ---------            ---------
<S>                                                     <C>                  <C>
             Net sales of services:

                  Financial Services                    $  32,741            $  24,185

                  Staff Augmentation                       74,104               82,890
                                                        ---------            ---------
                                                        $ 106,845            $ 107,075
                                                        ---------            ---------

             Operating contribution:

                  Financial Services                    $   3,369            $   2,784

                  Staff Augmentation                        6,713                6,984
                                                        ---------            ---------
                                                           10,082                9,768
                                                        ---------            ---------

             Consolidated expenses:

                  Interest                                  5,594                5,293

                  Depreciation and amortization             1,809                1,660

                  Corporate general and                     4,221                4,153
                     administrative                     ---------            ---------
                                                           11,624               11,106
                                                        ---------            ---------


             Loss before income taxes                   $  (1,542)           $  (1,338)
                                                        =========            =========





                                                       At March 31,         At December 31,
                                                           2000                  1999
                                                       ------------         ---------------
             Total Assets:
                   Financial Services                   $  49,838            $  42,812

                   Staff Augmentation                      34,193               39,022

                   Corporate                              166,094              167,876
                                                        ---------            ---------
                                                        $ 250,125            $ 249,710
                                                        =========            =========
</TABLE>


                                       8
<PAGE>


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   Operating,   Inc.   ("COI")  and  their   subsidiaries
(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,  disability  and  life  insurance  to its  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  increases  revenues  through  acquisitions  and/or internal growth,
these receivables will grow and there will be greater requirements for borrowing
availability under its credit facilities to fund current operations.

     The Company  operates in two business  segments -- Staff  Augmentation  and
Financial  Services.   The  Staff  Augmentation   segment  provides  Information
Technologies (IT), Telecom and Staffing services. The Financial Services segment
provides outsourcing and consulting  services.  For a detailed discussion of the
Company's  business,  see Item 1 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1999.

     In February 2000, the Company completed the acquisition of Gerri G. Inc., a
Staten  Island based  provider of  staffing,  permanent  placement  and training
services. In 1999, Gerri G. generated sales of approximately $4.8 million.

Results of Operations

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999

     Net sales of services for the three months ended March 31, 2000 were $106.8
million, a decline of 0.2% from net sales of services for the three months ended
March 31, 1999 of $107.1 million.  The decrease in 2000 net sales of services is
principally  attributable  to a decrease  in sales to Staffing  and  Information
Technologies  customers,  offset  largely  by  higher  sales  to  the  Company's
Financial  Services   customers,   substantially  in  PrO  Unlimited,   and  the
contribution  of sales by Gerri G. since the date of  acquisition  as  discussed
above.

     Cost of services for the three months ended March 31, 2000 was 80.3% of net
sales of services  compared  to cost of  services of 81.6% for the three  months
ended March 31, 1999. The cost of services decrease as a percentage of net sales
for the  first  quarter  of 2000 is a result  of the  strategies  undertaken  by
management to increase margins  throughout the Company,  as well as increases in
permanent placement fees.

     Selling,  general and administrative  expenses as a percentage of net sales
of services was 14.3% for the three  months  ended March 31,  2000,  compared to
13.1%  for the three  months  ended  March  31,  1999.  This  increase  resulted
principally   from  higher  payroll  and   recruiting   costs  with  respect  to
non-billable staff and investments to expand PrO Unlimited's infrastructure.

     Operating  income  for the  three  months  ended  March  31,  2000 was $4.0
million,  unchanged  from the three months ended March 31, 1999.  This  resulted
from an  increase  in gross  margin,  offset  by  higher  selling,  general  and
administrative  expenses  discussed  above and an increase in  depreciation  and
amortization.


                                       9
<PAGE>


     The  Company's  interest  expense for the first quarter of each of 2000 and
1999 is  attributable  to the interest on the  Company's  credit  facility  with
Heller Financial, Inc. (the "Credit Facility"),  COI's 12% Senior Notes due 2007
(the "COI Notes") and the Company's 15% Senior  Secured PIK  Debentures due 2009
(the "PIK Debentures"),  which obligations were incurred in 1997, principally in
connection with the funding of business acquisitions.

     The Company  provides for income taxes based upon the  estimated  effective
tax rate for the full year,  considering the non-deductibility of certain items.
No tax recovery has been provided for the quarter ended March 31, 2000 since its
realization in future periods is not yet determinable.

Financial Condition, Liquidity and Capital Resources

     The Company  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  45 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.

     Management of the Company believes that cash flow from operations and funds
anticipated  to be available  under the Credit  Facility  will be  sufficient to
service the  Company's  indebtedness  and to meet  anticipated  working  capital
requirements for the foreseeable future.

     As of March  31,  2000,  the  Company  had  outstanding  $26.8  million  in
principal  amount of PIK Debentures  bearing  interest at a rate of 15%,  $110.0
million in principal  amount of COI Notes bearing  interest at a rate of 12% and
$43.0  million  outstanding  under the Credit  Facility  bearing  interest at an
average  rate of 8.4% per annum.  The debt  service  costs  associated  with the
borrowings  under the COI  Notes  and the  Credit  Facility  have  significantly
reduced the Company's liquidity.  The debt service costs associated with the PIK
Debentures  may be  satisfied  through the issuance of new notes.  To date,  the
Company has chosen to issue new notes to pay these costs.

     As of March 31,  2000,  approximately  $140.1  million,  or  56.0%,  of the
Company's  total  assets  were  intangible   assets.   These  intangible  assets
substantially  represent amounts attributable to goodwill recorded in connection
with the  Company's  acquisitions  and will be amortized  over a five to 40 year
period, resulting in an annual charge of approximately $4.5 million.

     The Company is  obligated  under  various  acquisition  agreements  to make
earn-out payments to the sellers of acquired companies,  subject to the acquired
companies' having met certain contractual requirements.  During the three months
ended March 31, 2000,  contingent payments in connection with these acquisitions
were  approximately  $1.5 million in cash.  The maximum  amount of the remaining
potential  earn-out  payments  is  approximately  $2.1  million in cash  payable
through December 31, 2002. The Company cannot currently estimate whether it will
be obligated to pay the maximum amount;  however,  the Company  anticipates that
the cash generated by the operations of the acquired  companies will provide all
or a  substantial  part of the capital  required to fund the cash portion of the
earn-out payments.

     During the three months ended March 31, 2000, the Company's primary sources
of funds to meet  working  capital  needs  were from  operating  activities  and
borrowings under the Credit Facility.  Cash and cash equivalents  decreased $3.7
million  during the three months ended March 31,  2000.  Cash flows  provided by
operating  activities  of $2.4  million  were  exceeded  by cash  flows  used in
financing activities of $2.6 and cash flows used in investing activities of $3.6
million.


                                       10
<PAGE>


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  Staffing services has historically been lower
during the year-end  holidays  through  January of the following  year,  showing
gradual  improvement  over the remainder of the year.  Although less  pronounced
than in technical services,  the demand for Telecom and IT services is typically
lower during the first quarter until customers' operating budgets are finalized.
The Company  believes that the effects of seasonality will be less severe in the
future if sales to IT,  Telecom and  Financial  Services  customers  continue to
increase as a percentage of the Company's consolidated net sales of services.

Other Matters

     In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities ("SFAS 133"). The FASB issued SFAS No. 137 in
June 1999 to delay the  effective  date of SFAS 133 to the first  quarter of the
fiscal year beginning after June 15, 2000 (January 1, 2001 for the Company). The
Company  does not expect the  adoption  of SFAS 133,  as amended by SFAS 137, to
have a  significant  effect  on  the  Company's  results  of  operations  or its
financial position.

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, heightened competition for customers as
well as for contingent  personnel which could potentially require the Company to
reduce its current fee scales  without being able to reduce the personnel  costs
of its  billable  employees;  due to the  Company's  significant  leverage,  its
greater vulnerability to economic downturns and its diminished ability to obtain
additional  financing for working capital,  capital  expenditures,  debt service
requirements or for other purposes;  and if the Company is unable to sustain the
cash flow necessary to support the significant  amortization  charges related to
goodwill for its  acquired  businesses,  it could be required to  write-off  the
impaired  assets,  which could have a material  adverse  impact on its financial
condition and results of  operations.  Additional  important  factors that could
cause the Company to be unable to realize its plans and objectives are described
under "Risk  Factors" in the  Registration  Statement on Form S-3 of the Company
filed with the Securities and Exchange  Commission on July 2, 1999 (Registration
No.  333-82201).  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 of  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 31, 1999. There
has been no material change in the disclosure regarding market risk.


                                       11
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     Since the date of the filing of the  Company's  Annual  Report on Form 10-K
for the year ended  December  31,  1999,  there have been no material  new legal
proceedings   involving  the  Company  or  any  material   developments  to  the
proceedings described in such 10-K.

Item 2. Changes in Securities and Use of Proceeds.

     Not applicable.

Item 3. Defaults Upon Senior Securities.

     Not applicable.

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

     Not applicable.

Item 5. Other Information.

     Not applicable.

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

     (a)  Exhibits.

          27.  Financial  Data  Schedule of COMFORCE  Corporation  and  COMFORCE
               Operating, Inc.

     (b)  Reports on Form 8-K.

          None.


                                       12
<PAGE>


                                   SIGNATURES

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


COMFORCE Corporation


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

Date: May 11, 2000


COMFORCE Operating, Inc.

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

Date: May 11, 2000