##### **UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D. C. 20549**

 

##### **FORM 10-Q/A**

##### ** **

| **ý** | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934.**                                                                                                                                                                      |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                          |
|       | **For the  quarterly period ended**  **July 9, 2005**                                                                                                                                                                                                               |
|       |                                                                                                                                                                                                                                                                          |
| **o**      | **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 0-24990**

 

**WESTAFF, INC.**

(Exact name of registrant as specified in its charter)

 
| **Delaware**                      | ** ** | **94-1266151**         |
|-----------------------------------|------------|------------------------|
| (State or other jurisdiction      |       | (I.R.S.employer        |
| of incorporation or organization) |       | identification number) |

 

##### **298 North Wiget Lane**

**Walnut Creek, California  94598-2453**

(Address of registrant’s principal executive offices)

 

**(925)  930-5300**

(Registrant’s telephonenumber)

 

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

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2of the Exchange Act).   Yes  o  No  ý

 

Indicate the number ofshares outstanding of each of the issuer’s classes of common stock, as of thelatest practicable date:

 

| **Class**                    | ** ** | **Outstanding at September 15,  2005** |
|------------------------------|------------|---------------------------------------------|
|                         |       |                                        |
| Common Stock, $.01 par value |       | 16,377,958 shares                           |

 

 

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### **PORTIONS AMENDED**

 

### **The Registrant hereby amends Part II– Item 4 contained in the Registrant’s Report on Form 10-Q for thequarterly period ended July 9, 2005, to provide information relating tothe matters voted on by Registrant’s shareholders at Registrant’s Annual Meetingof Stockholders held May 18, 2005. Except as set forth in Part II, Item 4 below, no other changes aremade to Registrant’s Report on Form 10-Q for the quarterly period ended July 9,2005.**

 

**PART II.****OTHER INFORMATION**

 

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

### ** **

At the Annual Meeting ofStockholders held on May 18, 2005, W. Robert Stover was elected as Class IIIdirector  toserve for a three-year term until his successor is elected and qualified.  The voting was as follows:

 
| Votes For:      |   | 14,307,765 |
|-----------------|--------|------------|
| Votes Withheld: |   | 1,310,626  |

 

In addition, Janet Bradywas elected as Class III director to serve for a three-year term until hersuccessor is elected and qualified.  Thevoting was as follows:

 
| Votes For:      |   | 15,341,872 |
|-----------------|--------|------------|
| Votes Withheld: |   | 276,519    |

 

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**SIGNATURES**

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the Registrant has dulycaused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.

 

 
|                                     |                                              | WESTAFF, INC. |                  |   |
|------------------------------------------|---------------------------------------------------|---------------|-----------------------|--------|
|                                     |                                              |          |
|                                     |                                              |          |
| September 15,  2005                 |                                              |          | /s/ Dirk A. Sodestrom |   |   |
|       Date | Dirk A. Sodestrom                                 |          |
|                                     | Senior Vice President and Chief Financial Officer |          |
|                                          |                                                   |               |                       |        |  |

 

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EXHIBIT INDEX

 
| **Exhibit No.** | ** ** | **Description of Document**                   |
|----------------------|------------|-----------------------------------------------|
|                 |       |                                          |
| 31.1                 |       | Certification of  the Chief Executive Officer |
|                 |       |                                          |
| 31.2                 |       | Certification of  the Chief Financial Officer |

 

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