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, 2002
                                       OR
              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from _____ to _____

                         Commission file number: 1-6081

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

            Delaware                                   36-2262248
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

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

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

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

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

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

             Class                                Outstanding at May 10, 2002
   Common stock, $.01 par value                          16,659,274 shares


<PAGE>

                              COMFORCE Corporation

                                      INDEX

                                                                          Page
                                                                          Number
                                                                          ------

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

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

         Consolidated Balance Sheets at March 31, 2002 (unaudited)
             and December 30, 2001.............................................3

         Consolidated Statements of Operations for the three
             months ended March 31, 2002 and April 1, 2001 (unaudited).........4

         Consolidated Statements of Cash Flows for the three months
             ended March 31, 2002 and April 1, 2001 (unaudited)................5

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

Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations....................10

Item 3.  Quantitative and Qualitative Disclosure about Market Risk............13

PART II  OTHER INFORMATION....................................................13

Item 1.  Legal Proceedings (not applicable)...................................13

Item 2.  Changes in Securities and Use of Proceeds (not applicable)...........14

Item 3.  Defaults Upon Senior Securities (not applicable).....................14

Item 4.  Submission of Matters to a Vote of Security Holders (not applicable).14

Item 5.  Other Information (not applicable)...................................14

Item 6.  Exhibits and Reports on Form 8-K   ..................................14


SIGNATURES....................................................................15


<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                      COMFORCE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
               (in thousands, except share and per share amounts)


                                                                                      March 31,            December 30,
                                                                                        2002                   2001
                                                                                  ------------------      ---------------
    ASSETS:                                                                          (unaudited)
<S>                                                                                       <C>                  <C>
    Current assets:
         Cash and cash equivalents                                                        $   5,064            $   4,067
         Accounts receivable, net                                                            48,503               44,091
         Funding and service fees receivable, net                                            30,635               35,938
         Prepaid expenses and other current assets                                            3,820                5,733
                                                                                  ------------------      ---------------
                  Total current assets                                                       88,022               89,829

    Deferred income taxes, net                                                                1,619                   --
    Property and equipment, net                                                              13,009               12,590
    Intangible assets, net                                                                      247                   --
    Goodwill, net                                                                            79,042              134,283
    Deferred financing costs, net                                                             3,082                3,307
                                                                                  ------------------      ---------------
                  Total assets                                                            $ 185,021            $ 240,009
                                                                                  ==================      ===============

    LIABILITIES AND STOCKHOLDERS' EQUITY:

    Current liabilities:
         Accounts payable                                                                 $   2,785            $   3,440
         Accrued expenses                                                                    33,275               28,487
                                                                                  ------------------      ---------------
                  Total current liabilities                                                  36,060               31,927

    Long-term debt                                                                          150,005              154,720
    Deferred income taxes, net                                                                   --                  581
    Other liabilities                                                                           215                  244
                                                                                  ------------------      ---------------
                  Total liabilities                                                         186,280              187,472
                                                                                  ------------------      ---------------

    Commitments and contingencies
    Stockholders' (deficit) equity:
          Common stock, $.01 par value; 100,000,000 shares authorized;
                 16,659,193 shares and 16,659,173 shares issued and outstanding
                 at March 31, 2002 and December 30, 2001, respectively
                                                                                                167                  167
         Additional paid-in capital                                                          49,581               49,581
         Accumulated other comprehensive loss                                                  (317)                (309)
         (Accumulated deficit) retained earnings                                            (50,690)               3,098
                                                                                  ------------------      ---------------
                  Total stockholders' (deficit) equity                                       (1,259)              52,537
                                                                                  ------------------      ---------------
                  Total liabilities and stockholders' (deficit) equity                    $ 185,021            $ 240,009
                                                                                  ==================      ===============
</TABLE>

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

<PAGE>

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

                                                                                    Three months ended
                                                                            March 31, 2002         April 1, 2001
                                                                         --------------------    ------------------
<S>                                                                              <C>                   <C>
Revenue:
      Net sales of services                                                      $    93,838           $   123,352
Costs and expenses:
      Cost of services                                                                76,687                96,880
      Selling, general and administrative expenses                                    13,840                17,759
      Depreciation and amortization                                                      889                 1,918
                                                                         --------------------    ------------------

                   Total costs and expenses                                           91,416               116,557
                                                                         --------------------    ------------------

Operating income                                                                       2,422                 6,795
                                                                         --------------------    ------------------
Other income (expense):
     Interest expense                                                                 (3,997)               (5,693)
     Other income, net                                                                     5                     2
                                                                         --------------------    ------------------
                                                                                      (3,992)               (5,691)
Income (loss) before taxes                                                            (1,570)                1,104
Provision (benefit) for income taxes                                                    (582)                  942
                                                                         --------------------    ------------------
            Income (loss) before extraordinary gain and cumulative
                 effect of a change in accounting principle
                                                                                        (988)                  162
                                                                         --------------------    ------------------
Gain on early debt extinguishment,
         net of taxes of $2,679                                                           --                 3,857
Cumulative effect of a change in accounting principle -- goodwill
      impairment, net of tax benefit of $2,200                                       (52,800)                   --
                                                                         --------------------    ------------------

            Net income (loss)                                                   $    (53,788)          $     4,019
                                                                         --------------------    ------------------

Basic income (loss) per common share:
     Income (loss) before extraordinary gain and cumulative effect of
            a change in accounting principle                                     $     (0.06)          $      0.01
     Extraordinary gain                                                                   --                  0.23
     Cumulative effect of a change in accounting principle -- goodwill
            impairment                                                                 (3.17)                   --
                                                                         --------------------    ------------------
     Net income (loss)                                                           $     (3.23)          $      0.24
                                                                         ====================    ==================
Diluted income (loss) per common share:
     Income (loss) before extraordinary gain and cumulative effect of
            a change in accounting principle                                     $     (0.06)          $      0.01
     Extraordinary gain                                                                   --                  0.23
     Cumulative effect of a change in accounting principle -- goodwill
            impairment                                                                 (3.17)                   --
                                                                         --------------------    ------------------
     Net income (loss)                                                           $     (3.23)          $      0.24
                                                                         ====================    ==================
Weighted average common shares outstanding, basic                                     16,659                16,659
                                                                         ====================    ==================
Weighted average common shares outstanding, diluted                                   16,659                16,870
                                                                         ====================    ==================
</TABLE>

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

<TABLE>
<CAPTION>
                                        COMFORCE CORPORATION AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (in thousands)
                                                     (unaudited)

                                                                                         Three months ended
                                                                                 March 31, 2002          April 1, 2001
                                                                            ----------------------    ------------------
<S>                                                                              <C>                   <C>
  Cash flows from operating activities:
    Net income (loss)                                                            $   (53,788)          $     4,019
    Adjustments to reconcile net income
        to net cash provided by (used in) operating activities:
          Depreciation and amortization                                                  889                 1,918
          Amortization of deferred financing fees                                        243                   200
          Gain on repurchase of Senior Notes                                              --                (2,237)
          Gain on repurchase of PIK Debentures                                            --                (1,620)
          Write-off of goodwill, net of tax                                           52,800                    --
    Changes in assets and liabilities, net of effects of acquisitions of
           businesses:
          Accounts receivable and funding service fees receivable                        883                 5,836
          Prepaid expenses and other current assets                                    1,103                   516
          Accounts payable and accrued expenses                                        4,133                 3,906
          Decrease in income tax receivable                                              810                    --
                                                                            ------------------    ------------------
  Net cash provided by operating activities                                            7,073                12,538
                                                                            ------------------    ------------------

  Cash flows from investing activities:
       Purchases of property and equipment                                            (1,291)               (1,201)
       Payments of contingent consideration                                              (23)                 (421)
       (Increase) in deferred costs and other assets                                      --                  (250)
                                                                            ------------------    ------------------
  Net cash used in investing activities                                               (1,314)               (1,872)
                                                                            ------------------    ------------------

  Cash flows from financing activities:
       Net repayments under capital leases                                               (29)                  (32)
       Net (repayments) borrowings under line of credit agreement                     (4,715)                  749
       Repurchase of Senior Notes and PIK Debentures                                       --              (11,336)
       Debt financing costs                                                              (18)                  (22)
                                                                            ------------------    ------------------
  Net cash used in financing activities                                               (4,762)              (10,641)
                                                                            ------------------    ------------------

  Net increase in cash and cash equivalents                                              997                    25
       Cash and cash equivalents at beginning of period                                4,067                 4,940
                                                                            ------------------    ------------------
       Cash and cash equivalents at end of period                                $     5,064           $     4,965
                                                                            ==================    ==================

  Supplemental disclosures:
       Cash paid for:
       Interest                                                                  $       478           $     1,023
       Income taxes                                                                      175                   326

</TABLE>

               The accompanying notes are an integral part of the
                  unaudited consolidated financial statements.
<PAGE>
                      COMFORCE CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   GENERAL

          The accompanying  unaudited interim consolidated  financial statements
of COMFORCE  Corporation  ("COMFORCE") and its subsidiaries,  including COMFORCE
Operating,  Inc.  ("COI")  (collectively,  the  "Company")  have  been  prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain  information and note disclosures  normally included in annual financial
statements  have  been  condensed  or  omitted   pursuant  to  those  rules  and
regulations. In the opinion of management, all adjustments, consisting of normal
recurring  adjustments  considered necessary for a fair presentation,  have been
included. Although management believes that the disclosures made are adequate to
ensure that the information  presented is not  misleading,  it is suggested that
these financial  statements be read in conjunction with the financial statements
and notes thereto  included in the Company's  Annual Report on Form 10-K for the
fiscal year ended  December  30,  2001.  The results for the three  months ended
March 31, 2002 are not  necessarily  indicative of the results of operations for
the entire year.

2.   DEBT

          Notes  payable and  long-term  debt at March 31, 2002 and December 30,
2001 consisted of (in thousands):
<TABLE>
<CAPTION>
                                                                                  March 31,          December 30,
                                                                                  ---------          ------------
                                                                                    2002                2001
                                                                                    ----                ----
        <S>                                                                      <C>                    <C>
        12% Senior Notes, due 2007                                               $    87,000            87,000
        15% Senior Secured PIK Debentures, due 2009                                   10,379            10,379
        8% Subordinated Convertible Notes due 2009                                     8,121             8,121
        Revolving line of credit, due December 14, 2003, with interest
        payable monthly at LIBOR plus 2.25% with a weighted average rate
        of 4.16% at March 31, 2002 and 4.33% at December 30, 2001                     44,505            49,220
                                                                                 -----------           -------
        Total long-term debt                                                     $   150,005           154,720
                                                                                 ===========           =======
</TABLE>

          The debt  service  costs  associated  with the  Company's  15%  Senior
Secured PIK Debentures due 2009 (the "PIK  Debentures") may be satisfied through
issuance of new PIK  Debentures  through  December 1, 2002 and the debt  service
costs associated with the Company's 8% Subordinated  Convertible  Notes due 2009
(the  "Convertible  Notes") may be satisfied through issuance of new Convertible
Notes through December 1, 2003.

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

3.   FISCAL YEAR

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

4.   INCOME (LOSS) PER SHARE

          Basic  income  (loss) per common  share is computed  by  dividing  net
income  (loss)  by the  weighted  average  number  of  shares  of  common  stock
outstanding  during each  period.  Diluted  income  (loss) per share is computed
assuming  the  conversion  of stock  options and  warrants  with a market  value
greater  than the exercise  price to the extent such  conversion  assumption  is
dilutive.  The  following  represents a  reconciliation  of the  numerators  and
denominators  for basic and diluted  income (loss) per share for the three month
periods ended March 31, 2002 and April 1, 2001 (in thousands):

<PAGE>

<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                      ----------------------------------------------
                                                         March 31, 2002           April 1, 2001
                                                      ---------------------    ---------------------
<S>                                                       <C>                    <C>
 Numerator:
Income (loss) before extraordinary gain and
     cumulative effect of a change in accounting
     principle                                            $      (988)           $          162
     Gain on early debt extinguishment, net of
          taxes                                                    --                     3,857
     Cumulative effect of a change in accounting
          principle -- goodwill impairment, net of
          tax benefit                                         (52,800)                       --
                                                      ---------------------    ---------------------
     Net income (loss)                                    $   (53,788)           $        4,019
                                                      =====================    =====================

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

 Effect of dilutive securities:
     Warrants and Employee stock options                          ---                       211
                                                      ---------------------    ---------------------

 Denominator for diluted income (loss) per share
   - adjusted weighted average shares and assumed
     conversions                                               16,659                    16,870
                                                      =====================    =====================
</TABLE>

          Outstanding  options and warrants to purchase  shares of common stock,
representing approximately 3.7 million shares of common stock, were not included
in the  computations of diluted net income (loss) per share for the three months
ended March 31, 2002 because their effect would be anti-dilutive.


5.   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),
telecom,  healthcare support, and technical and engineering services.  The Human
Capital Management  Services segment provides  contingent  workforce  management
services.  The Financial  Outsourcing Services segment provides funding and back
office support services to independent consulting and staffing companies.

          The  accounting  policies  of the  segments  are  the  same  as  those
described  in Note 2 to the  consolidated  financial  statements  of the Company
included in the Company's Annual Report on Form 10-K for the year ended December
30, 2001.  COMFORCE  evaluates  the  performance  of its segments and  allocates
resources  to them based on operating  contribution,  which  represents  segment
revenues less direct costs of operations,  excluding the allocation of corporate
general and  administrative  expenses.  Assets of the operating segments reflect
primarily  net  accounts   receivable  and  goodwill   associated  with  segment
activities;  all other assets are included as corporate assets. The Company does
not account for expenditures for long-lived assets on a segment basis.

          The table below  presents  information  on the revenues and  operating
contribution  for each  segment  for the three  months  ended March 31, 2002 and
April 1, 2001,  and items which  reconcile  segment  operating  contribution  to
COMFORCE's reported pre-tax income (loss) (in thousands):

<PAGE>

<TABLE>
<CAPTION>
                                                         March 31, 2002         April 1, 2001
                                                     --------------------   -------------------
<S>                                                       <C>                    <C>
         Net sales of services:
              Staff Augmentation                          $    54,541            $       87,363
              Human Capital Management Services                37,049                    32,697
              Financial Outsourcing Services                    2,248                     3,292
                                                     -----------------      -------------------
                                                          $    93,838            $      123,352
                                                     =================      ===================
         Operating contribution:
             Staff Augmentation                           $     4,597            $       10,138
             Human Capital Management Services                  1,353                       431
             Financial Outsourcing Services                     1,080                     2,596
                                                     -----------------      -------------------
                                                                7,030                    13,165
                                                     -----------------      -------------------
         Consolidated expenses:
             Interest, net                                      3,992                     5,691
             Depreciation and amortization                        889                     1,918
             Corporate general and administrative
                 expenses                                       3,719                     4,452
                                                     -----------------      -------------------
                                                                8,600                    12,061
                                                     -----------------      -------------------

         Income (loss) before taxes                       $    (1,570)           $        1,104
                                                     =================      ===================


                                                      At March 31, 2002        At Dec. 30, 2001
         Total assets:
             Staff Augmentation                           $    99,728            $      143,009
             Human Capital Management Services                 27,817                    25,965
             Financial Outsourcing Services                    30,635                    45,338
             Corporate                                         26,841                    25,697
                                                     -----------------      -------------------
                                                          $   185,021            $      240,009
                                                     =================      ===================

</TABLE>

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

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

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

          The  intangible  assets with  definite  useful lives are  comprised of
covenants  not to compete  (being  amortized  over periods  ranging from 8 to 10
years) with a gross carrying amount of $558,000 and accumulated  amortization of
$311,000 as of March 31,  2002.  The  amortization  expense for the three months
ended  March 31, 2002 was  $17,000  and  generated a tax benefit of $6,900.  The
estimated  amortization  expense  for the  following  years  is as  follows  (in
thousands):

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


          The Company has tested  goodwill for impairment in accordance with the
provisions  of SFAS 142 as of the  beginning of fiscal year 2002.  In connection
with the goodwill test, the Company engaged an independent firm to determine the
fair  values  of  its  reporting   units  (as  defined  by  SFAS  142).  In  its
determination  of the fair  values,  the firm  engaged by the  Company  utilized
various valuation approaches,  including (a) discounted cash flow analysis,  (b)
recent  values paid by investors  and  purchasers  of  companies  in  businesses
similar to that of the Company,  (c) capitalization  multiples of companies with
investment  characteristics  resembling  those of the reporting  units,  (d) the
enterprise value of the Company, and (e) asset and liability structure. Based on
management's  assessment of the circumstances,  considering the firm's findings,
the Company  recognized an impairment  loss of $55.0 million  ($43.7 million for
Staff  Augmentation,  $9.4 million for Financial  Outsourcing  Services and $1.9
million for Human  Capital  Management  Services)  as a  cumulative  effect of a
change in accounting principle in the accompanying  financial statements.  These
impairment  losses  relate  primarily to the goodwill  attributable  to staffing
companies  acquired  by the  Company  in 1996 and 1997,  during  which  time (i)
staffing  companies were customarily valued at higher levels than they currently
command  and  (ii)  the  market  price  of  the   Company's   common  stock  was
substantially higher than the current market price.

          The changes in the carrying  amount of goodwill for the quarter  ended
March 31, 2002 is as follows (in thousands):
<TABLE>
<CAPTION>
                                            Staff            Human Capital           Financial
                                        Augmentation          Management            Outsourcing        Total
                                        ------------          ----------            -----------        -----
<S>                                     <C>                   <C>                   <C>              <C>
Balance as of December 30, 2001         $   113,783           $   11,100            $   9,400        $  134,283
Goodwill acquired during year                    23                                                          23
Impairment losses                           (43,700)              (1,900)              (9,400)          (55,000)
Amounts reclassified to
  intangible assets                            (264)                  --                   --              (264)
                                        -----------           ----------            ---------        ----------
Balance as of March 31, 2002            $    69,842           $    9,200            $      --        $   79,042
                                        ===========           ==========            =========        ==========
</TABLE>


          Goodwill  amortization  for the three  months  ended April 1, 2001 was
$1.1 million and generated a tax benefit of $69,000.  The following  table shows
the  results  of  operations  as if SFAS 142 was  applied to prior  periods  (in
thousands, except per share amounts):
<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                     March 31, 2002           April 1, 2001
<S>                                                               <C>                     <C>
Income (loss) before extraordinary gain and cumulative effect
   of a change in accounting principle, as reported               $         (988)         $           162
   Plus:
   Goodwill amortization, net of tax                                          --                      981
                                                                 -----------------------------------------------
   Adjusted income (loss) before extraordinary gain and
     cumulative effect of a change in accounting principle        $         (988)         $         1,143

Basic income (loss) per common share:
   Income (loss) before extraordinary gain and cumulative
     effect of a change in accounting principle, as reported      $        (0.06)         $          0.01
   Goodwill amortization, net of tax                                          --                     0.06
                                                                 -----------------------------------------------
   Adjusted income (loss) before extraordinary gain and
     cumulative effect of a change in accounting principle        $        (0.06)         $          0.07

Diluted income (loss) per common share:
   Income (loss) before extraordinary gain and cumulative
     effect of a change in accounting principle, as reported      $        (0.06)         $          0.01
   Goodwill amortization, net of tax                                          --                     0.06
                                                                 -----------------------------------------------
   Adjusted income (loss) before extraordinary gain and
     cumulative effect of a change in accounting principle        $        (0.06)         $          0.07

</TABLE>

7.        NEW ACCOUNTING STANDARDS

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

          FASB also issued Statement No. 145,  Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB  Statement No. 13, and  Technical  Corrections
("SFAS 145"). SFAS 145 rescinds Statement 4, which required all gains and losses
from extinguishment of debt to be aggregated and, if material,  classified as an
extraordinary  item, net of related income tax effect. As a result, the criteria
in  Opinion  30  will  now be used to  classify  those  gains  and  losses.  The
provisions  of SFAS 145 will be effective for fiscal years  beginning  after May
15, 2002,  with early  adoption of the  provisions  related to the rescission of
Statement 4 encouraged.  As a result, the Company is in the process of assessing
the impact of this  pronouncement on the  presentation of previously  classified
gains on debt  extinguishments  as  extraordinary  gains, and may be required to
reclassify these gains to income from operations upon adoption.

8.        RECLASSIFICATIONS

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


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

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

Overview

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

          Staffing personnel placed by the Company are employees of the Company.
The Company is  responsible  for employee  related  expenses for its  employees,
including workers' compensation,  unemployment compensation insurance,  Medicare
and Social  Security  taxes and general  payroll  expenses.  The Company  offers
health,  dental,   disability  and  life  insurance  to  its  eligible  billable
employees.  Staffing and consulting companies,  including the Company, typically
pay their billable  employees for their services before  receiving  payment from
their customers, often resulting in significant outstanding receivables.  To the
extent the Company  grows,  these  receivables  will  increase and there will be
greater  requirements  for borrowing  availability  under its credit facility to
fund current operations.

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

Results of Operations

                        Three Months Ended March 31, 2002
                  Compared to Three Months Ended April 1, 2001

          Net sales of services  for the three  months ended March 31, 2002 were
$93.8  million,  a decrease  of 23.9% from net sales of  services  for the three
months ended April 1, 2001 of $123.4 million. The Company suffered a decrease in
net sales of services in Staff Augmentation and Financial  Outsourcing  Services
segments,  offset  by an  increase  in the  Human  Capital  Management  Services
segment.  In  the  Staff  Augmentation  segment,  the  decrease  is  principally
attributable to a sharp decline in the telecom industry resulting in lower sales
to telecom  customers,  and the continued economic slowdown within IT, technical
and other staffing  services,  partially offset by the expansion into healthcare
support services. Also, due to the continuing effects of the economic recession,
sales were lower in the Financial Outsourcing Services segment.

          Cost of services  for the three  months ended March 31, 2002 was 81.7%
of net sales of  services as compared to cost of services of 78.5% for the three
months ended April 1, 2001.  The cost of services as a  percentage  of net sales
for the first  quarter  of 2002  increased  from the  comparable  period in 2001
principally  as a result of lower sales (and gross margin  percentages on sales)
to telecom customers, a decrease in permanent placement fees and a higher growth
in Human Capital  Management  Services  which has a higher cost of services as a
percentage of net sales of services.

          Selling,  general and  administrative  expenses as a percentage of net
sales of services were 14.7% for the three months ended March 31, 2002, compared
to 14.4% for the three months ended April 1, 2001. This  percentage  increase is
principally  a result of  significantly  lower net sales of services  during the
first quarter of 2002. Due to these lower sales, as discussed above,  management
undertook  initiatives to reduce selling,  general and administrative  costs for
the quarter.  These costs were further reduced by lower  commissions as a result
of the decrease of sales discussed above.

          Operating  income for the three  months  ended March 31, 2002 was $2.4
million as compared to  operating  income of $6.8  million for the three  months
ended  April 1, 2001.  This 64.4%  decrease  in  operating  income for the three
months ended March 31, 2002  resulted  principally  from a decrease in sales and
gross margins in Staff Augmentation and Financial  Outsourcing Services segments
offset by a reduction of $1.1 million in goodwill amortization.

          The  Company's  interest  expense for the three months ended March 31,
2002 is attributable to the revolving  credit facility  agented by IBJ Whitehall
Business Credit Corporation (the "IBJ Credit Facility"),  the Convertible Notes,
the 12% Senior Notes due 2007 (the "Senior Notes") and the PIK  Debentures.  The
Company's  interest  expense  for  the  three  months  ended  April  1,  2001 is
attributable  to  the  IBJ  Credit  Facility,  the  Senior  Notes  and  the  PIK
Debentures.  During the first  quarter of 2001,  the Company  repurchased  $13.0
million  principal  amount of Senior  Notes for $8.9  million  and $5.2  million
principal  amount of PIK  Debentures  for $2.5  million  (including  accrued and
unpaid  interest of  $340,000),  the  repurchase  prices of which were paid from
lower interest rate borrowings under the IBJ Credit Facility. In September 2001,
the Company  completed  the exchange of $18.0  million  principal  amount of PIK
Debentures for its  Convertible  Note in the original  principal  amount of $8.0
million  (bearing  interest at the per annum rate of 8%),  plus $1.0  million in
cash.  The interest  expense was lower for the three months ended March 31, 2002
as compared to the three months ended April 1, 2001 due to lower market interest
rates and lower  borrowing  levels under the IBJ Credit  Facility as well as the
reduction of Senior Notes and PIK Debentures through the transactions  described
above.

          The income tax benefit for the three  months  ended March 31, 2002 was
$582,000 on a loss before tax of $1.6 million.  The income tax provision for the
three  months  ended  April 1, 2001 was  $942,000  on income  before tax of $1.1
million.  The  Company  provides  for  income  taxes  based  upon the  estimated
effective rate (on a  year-to-date  basis).  The difference  between the federal
statutory income tax rate and the Company's effective tax rate relates primarily
to the nondeductibility of a portion of the interest expense associated with the
PIK Debentures  and state income taxes for both periods as well as  amortization
expense associated with goodwill that was not deductible in 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 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.

          During the three months ended March 31, 2002,  the  Company's  primary
sources of funds to meet working  capital needs were from  borrowings  under the
IBJ Credit  Facility.  Cash and cash equivalents  increased  $997,000 during the
three months ended March 31, 2002.  Cash flows provided by operating  activities
of $7.1 million exceeded cash flows used in financing activities of $4.8 million
and cash flows used in investing activities of $1.3 million.

          As of March 31,  2002,  the  Company  had  outstanding  $44.5  million
principal  amount under the IBJ Credit Facility  bearing  interest at a weighted
average rate of 4.16% per annum. In addition,  as of March 31, 2002, the Company
had  outstanding  $10.4  million  principal  amount  of PIK  Debentures  bearing
interest at a rate of 15% per annum,  $87.0 million  principal  amount of Senior
Notes  bearing  interest at a rate of 12% per annum and $8.1  million  principal
amount of  Convertible  Notes bearing  interest at the rate of 8% per annum.  As
more fully described  below,  interest on the PIK Debentures and the Convertible
Notes  may  be  satisfied  through  the  issuance  of  new  PIK  Debentures  and
Convertible  Notes.  To date, the Company has chosen to issue new PIK Debentures
and Convertible Notes to pay interest thereon.

          The Company  entered into the IBJ Credit  Facility in December 2000 to
provide greater borrowing availability and flexibility.  The IBJ Credit Facility
has been amended six times since it was entered  into,  most  recently to ensure
the Company's  compliance with financial covenants at March 31, 2002,  described
below and to lessen the  requirements  through  December,  2003.  The IBJ Credit
Facility,  as amended,  has  permitted  the  Company to execute its  strategy of
reducing  its higher  interest  rate debt and  improving  its  balance  sheet by
retiring  Senior Notes and PIK  Debentures.  The IBJ Credit  Facility  currently
provides  for  borrowing  availability  of up to  $95.0  million  based  upon  a
specified percentage of the Company's eligible accounts receivable. At March 31,
2002,  the  Company  had  remaining  availability  based  upon then  outstanding
eligible accounts receivable of $16.3 million.

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

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

          Substantially  all of the  consolidated  net assets of the Company are
assets of COI and all of the net income that has been  generated  by the Company
through  March 31, 2002 is net income  attributable  to the  operations  of COI.
Accordingly, except for permitted distributions, these assets and net income are
restricted as to their use by COMFORCE. The indenture governing the Senior Notes
imposes restrictions on COI making specified payments,  which are referred to as
"restricted  payments,"  including  making  distributions  or  paying  dividends
(referred to as upstreaming funds) to COMFORCE.  Under the indenture, COI is not
permitted to make cash distributions to COMFORCE other than (1) to upstream $2.0
million  annually  ($1.25 million  annually prior to 2000) to pay public company
expenses,  (2) to  upstream  up to $10.0  million to pay  income tax  related to
deemed  forgiveness  of PIK Debentures to facilitate the purchase or exchange by
COMFORCE of PIK Debentures at less than par, (3) under certain  circumstances in
connection with a disposition of assets, to upstream proceeds therefrom to repay
the PIK  Debentures,  and (4) to  upstream  funds to the  extent  COI  meets the
restricted payments test under the indenture.

          Management  believes  that  $2.0  million  annually  (if COI has funds
available for this purpose) will be sufficient to pay  COMFORCE's  annual public
company  expenses for the  foreseeable  future.  As of March 31,  2002,  COI had
approximately  $1.8 million remaining  available for distribution to COMFORCE as
permitted  restricted  payments  (representing 50% of consolidated net income of
COI for the period from January 1, 1998 through  March 31, 2002,  less the total
amount of restricted payments through such date).

          Through  December  1,  2002,  interest  under  the PIK  Debentures  is
payable,  at the option of COMFORCE,  in cash or in kind through the issuance of
additional PIK Debentures.  In addition,  through December 1, 2003,  interest on
the Convertible Notes is payable, at the option of COMFORCE,  in cash or in kind
through the issuance of additional Convertible Notes. To date, COMFORCE has paid
all interest under the PIK Debentures and Convertible  Notes in kind.  Beginning
with the  interest  payment due June 1, 2003,  COMFORCE  will be required to pay
interest on the PIK Debentures in cash, and beginning with the interest  payment
due June 1, 2004,  COMFORCE will be required to pay interest on the  Convertible
Notes in cash.  Its ability to do so will be  dependent on the ability of COI to
borrow  funds for this  purpose  under the IBJ Credit  Facility  and to upstream
funds under the  restricted  payments test. In addition,  COMFORCE's  ability to
repay the PIK Debentures and the Convertible Notes at their respective  maturity
dates in December  2009,  or on any earlier  required  repayment  or  repurchase
dates,  will also be dependent on the ability of COI to upstream funds for these
purposes under the restricted  payments test, unless COMFORCE separately obtains
a loan or sells its capital stock or other securities to provide funds therefor.

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

          As of March 31, 2002,  approximately  $79.0 million,  or 42.7%, of the
Company's  total assets were goodwill  recorded in connection with the Company's
acquisitions.   Effective  December  31,  2001,  the  Company  ceased  recording
amortization  expense  relating  to goodwill  amounting  to  approximately  $4.2
million annually upon its required  adoption of a new accounting  standard (SFAS
142), as described under note 6 to the  consolidated  financial  statements.  As
also  described  under  note 6, the  Company  evaluated  the  recoverability  of
goodwill on its books under the new standards  under SFAS 142,  resulting in its
write-off of $55.0 million of goodwill.

          The Company is obligated  under  various  agreements  to make earn-out
payments to the sellers of  companies  acquired by the Company and to sellers of
franchised businesses repurchased by the Company, subject to the sellers meeting
specified  contractual  requirements.   The  maximum  amount  of  the  remaining
potential  earn-out  payments is approximately  $300,000 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  or  franchised
businesses  will provide all or a  substantial  part of the capital  required to
fund the cash portion of the earn-out payments.

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

Impact of Recently Issued Accounting Standards

          The Financial  Accounting Standard Board ("FASB") issued Statement No.
145,  Rescission  of FASB  Statements  No.  4,  44,  and 64,  Amendment  of FASB
Statement No. 13, and  Technical  Corrections  ("SFAS  145").  SFAS 145 rescinds
Statement 4, which required all gains and losses from  extinguishment of debt to
be aggregated  and, if material,  classified as an  extraordinary  item,  net of
related income tax effect.  As a result,  the criteria in Opinion 30 will now be
used to  classify  those gains and losses.  The  provisions  of SFAS 145 will be
effective for fiscal years  beginning after May 15, 2002, with early adoption of
the provisions related to the rescission of Statement 4 encouraged. As a result,
the Company is in the process of assessing the impact of this  pronouncement  on
the  presentation  of previously  classified  gains on debt  extinguishments  as
extraordinary  gains,  and may be required to  reclassify  these gains to income
from operations upon adoption.

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;  however,  the
Company's  revenues have declined since the first quarter of 2001 as a result of
the economic  climate  generally and in certain of the industries  served by the
Company or other factors.

Forward Looking Statements

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

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

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     Since the date of the filing of the  Company's  Annual  Report on Form 10-K
for the year ended  December  30,  2001,  there have been no material  new legal
proceedings   involving  the  Company  or  any  material   developments  to  the
proceedings described in such 10-K.


<PAGE>

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.

          10.1  Amendment  No. 6 dated as of May 10,  2002 to Loan and  Security
Agreement dated as of December 14, 2000, as amended, among COMFORCE Corporation,
COMFORCE  Operating,  Inc.  and  other  named  subsidiaries,  and IBJ  Whitehall
Business Credit Corporation,  as lender and agent, and other named participating
lenders.

     (b)  Reports on Form 8-K.

          None.

<PAGE>


                                   SIGNATURES

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


COMFORCE Corporation

By:   /s/ Harry Maccarrone
   -----------------------
     Harry Maccarrone, Executive Vice President
     and Chief Financial Officer

Date: May 14, 2002