UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-K/A
(Amendment No.1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED NOVEMBER 3, 2007

Commission File Number 000-24990

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WESTAFF, INC.(Exact name of registrant as specified in its charter)

|DELAWARE(State or other jurisdiction of
incorporation or organization)                                        |  | 94-1266151(I.R.S. Employer
Identification No.)                                          
|------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------
|298 NORTH WIGET LANE, WALNUT CREEK, CA 94598-2453(Address of principal executive offices, including zip code)
|(925) 930-5300(Registrant's telephone number, including area code)                                           
|Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.01 par value per share          
|Title of class
Common Stock. $0.01 par value per share                                                        |  | Name of each exchange on which registered
NASDAQ Stock Market LLC
(NASDAQ Global Market)

Securities
registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities
Act.    Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act.    Yes o No ý

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 ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.    ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange.

|Large accelerated filer o |  | Accelerated filer o |  | Non-accelerated filer ý
|------------------------- |  | ------------------- |  | -----------------------

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes o No ý

As of April 14, 2007, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $46,172,221
based on the closing sale price as reported on the Nasdaq National Market.

As
of January 26, 2008, the Registrant had outstanding 16,697,010 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents (or portions thereof) are incorporated herein by reference:

Portions
of the Registrant's Proxy Statement for the 2008 Annual Meeting of Stockholders are incorporated herein by reference into Part III of this Form 10-K
Report.



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EXPLANATORY NOTE:

This
Amendment No. 1 to the Annual Report on Form 10-K of Westaff, Inc. (the "Registrant") amends the Registrant's Annual Report on
Form 10-K for the fiscal year ended November 3, 2007 that was originally filed with the Securities and Exchange Commission on February 1, 2008 (the "Original Filing").
This Amendment No. 1 is being filed solely to amend the cover page of the Original Filing to correct the aggregate market value of the Registrant's common stock held by
non-affiliates of the Registrant as of April 14, 2007. No other changes have been made to the Original Filing. This Amendment No. 1 does not amend or update any other
information set forth in the Original Filing, and the Registrant has not updated disclosures contained therein to reflect any events subsequent to the filing of the Original Filing. This Amendment
No. 1 consists solely of the amended cover page, this explanatory note, the signature page and the certifications required to be filed as exhibits hereto.

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

| |  | 31.1 |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| |  | ---- |  | -------------------------------------------------------------------------------------------------------
| |  | 31.2 |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

| |  |               |                                                                                                  
| |  | ------------- | -------------------------------------------------------------------------------------------------
| |  | WESTAFF, INC.
| |  | By:           | /s/MICHAEL T. WILLISMichael T. Willis President and Chief Executive OfficerDate: February 6, 2008

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