Exhibt 3.7

                              COMFORCE Corporation
                            (a Delaware Corporation)

                          AMENDED AND RESTATED BY-LAWS

                                   I. GENERAL

                    MEETINGS OF STOCKHOLDERS AND RECORD DATES


     1. ANNUAL MEETING.  An annual meeting of  Stockholders  for the election of
Directors and the transaction of such other business as may properly come before
the meeting shall be held on such day and at such hour as the Board of Directors
may designate.  If the day fixed for the meeting is a legal holiday, the meeting
shall be held at the same hour on the next succeeding full business day which is
not a legal holiday.

     2. SPECIAL MEETINGS.  Special meetings of Stockholders may be called at any
time by the  President or the Board of  Directors.  Upon written  request of any
person or persons who shall have duly called a special meeting,  it shall be the
duty of the  Secretary to fix the date and hour of the  meeting,  to be held not
more than sixty days after the receipt of the request.

     3. PLACE.  Each annual or special meeting of Stockholders  shall be held at
the principal  office of the  Corporation or at such other place as the Board of
Directors may designate.

     4. NOTICE.  Written notice stating the place, day, and hour of each meeting
of Stockholders and, in the case of special meetings,  the general nature of the
business to be  transacted,  shall be mailed by the  Secretary at least ten days
before the meeting to each Stockholder of record entitled to vote at the meeting
to his address  appearing on the books of the  Corporation or supplied by him to
the Corporation for the purpose of notice.

     5. QUORUM. The presence, in person or by proxy, of Stockholders entitled to
cast at least a majority of the votes  which all  Stockholders  are  entitled to
cast on a  particular  matter  shall  constitute  a quorum  for the  purpose  of
considering such matter at a meeting of Stockholders. If a quorum is not present
in person or by proxy,  those present may adjourn from time to time to reconvene
at such time and place as they may  determine.  In case of a meeting  called for
the election of Directors,  those present,  in person or by proxy, at the second
of such adjourned  meetings,  although less than a quorum for any other purpose,
shall nevertheless  constitute a quorum for the purpose of electing Directors at
such second adjourned meeting.

     6. VOTING. Every Stockholder entitled to vote at any Stockholders'  meeting
shall be entitled,  unless otherwise  provided herein or by law, to one vote for
every share of capital


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stock standing in his name on the books of the  Corporation.  Every  Stockholder
entitled  to vote may  authorize  another  person or  persons  to act for him by
proxy.  All  proxies  shall be in writing and filed with the  Secretary.  Unless
otherwise  provided by law, all questions shall be decided by the vote of 51% of
the outstanding common stock represented at any meeting.

     7. RECORD DATES.  The Board of Directors may fix a time not more than fifty
days prior to the date of any meeting of Stockholders, or the date fixed for the
payment  of any  dividend  or  distribution,  or the date for the  allotment  of
rights,  or the date when any change or conversion or exchange of shares will be
made  or go  into  effect,  as a  record  date  for  the  determination  of  the
Stockholders entitled to notice of or to vote at any such meeting, or to receive
payment of any such dividend or  distribution,  or to receive any such allotment
of rights,  or to exercise the rights in respect to any such change,  conversion
or  exchange  of  shares.  In such  case,  only  such  Stockholders  as shall be
Stockholders  of record at the close of  business  on the date so fixed shall be
entitled to notice of or to vote at such meeting,  or to receive payment of such
dividend or distribution, or to receive such allotment of rights, or to exercise
such rights in respect to any change,  conversion or exchange of shares,  as the
case may be,  notwithstanding  any  transfer  of any  shares on the books of the
Corporation after the record date fixed as aforesaid.


                                  II. DIRECTORS

     1. NUMBER AND TERM. The Board of Directors  shall consist of seven persons,
unless the Board shall by resolution fix another number, which shall in no event
be less than three nor more than nine, a majority of which shall be non-employee
Directors.  Each  Director  shall  be  elected  at  the  annual  meeting  of the
Stockholders  following  his  election,  and until his  successor is elected and
qualified.

     2.  VACANCIES.  Vacancies in the Board of  Directors,  including  vacancies
resulting  from an  increase  in the  number  of  Directors,  may be filled by a
majority of the remaining Directors, though less than a quorum, by election of a
person to serve until the next annual meeting of Stockholders.

     3. ANNUAL  MEETING.  An annual  meeting of the Board of Directors  shall be
held each year as soon as practicable  after the annual meeting of Stockholders,
at the place where such meeting of Stockholders  was held or at such other place
as the Board may  determine,  for the  purposes  of  organization,  election  or
appointment of officers and the transaction of such other business as shall come
before the meeting. No notice of the meeting need be given.

     4. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held
without  notice at such times and at such places in Delaware or elsewhere as the
Board may determine.



                                       2.

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     5. SPECIAL  MEETINGS.  Special  meetings of the Board of  Directors  may be
called by the President or a majority of the Directors in office,  to be held at
such time (as will permit the giving of notice as provided in this  section) and
at such place as may be designated by the person or persons calling the meeting.
Notice of the place, day and hour of each special meeting shall be given to each
Director by the  Secretary by written  notice mailed on or before the third full
business  day before the meeting or by notice  received  personally  or by other
means at least 24 hours before the meeting.

     6. QUORUM.  A majority of the Directors in office shall constitute a quorum
for the  transaction of business but less than a quorum may adjourn from time to
time to reconvene at such time and place as they may determine.

     7.  COMPENSATION.  Directors  shall  receive  such  compensation  for their
services as shall be determined by the Board of Directors.

     8. CONSENT ACTION.  Any action which may be taken at a meeting of the Board
of  Directors  may be taken  without a  meeting,  if a consent  or  consents  in
writing,  setting  forth  the  action  so  taken,  shall be signed by all of the
Directors, and shall be filed with the Secretary of the Corporation.

     9. DUTIES OF DIRECTORS AND RELIANCE UPON THIRD PARTIES. Each Director shall
stand in a fiduciary  relation to the  Corporation  and shall perform his or her
duties as a Director,  including  his or her duties as a member of any committee
of the Board upon which he or she may serve,  in good  faith,  in a manner he or
she reasonably believes to be in the best interest of the corporation,  and with
such care,  including  reasonable inquiry,  skill and diligence,  as a person of
ordinary  prudence  would use under similar  circumstances.  In performing  such
duties,  each Director  shall be entitled to rely in good faith on  information,
opinions,  reports  or  statements,  including  financial  statements  and other
financial data, in each case prepared or presented by any of the following:  (i)
officers or employees of the Corporation who the Director reasonably believes to
be  reliable  and  competent  in the matters  presented;  (ii)  counsel,  public
accountants  or  other  persons  as to which  matters  the  Director  reasonably
believes to be within the professional or expert competence of such person;  and
(iii) a committee of the Board of Directors upon which he or she does not serve,
duly  designated in  accordance  with law, as to matters  within its  designated
authority, which committee the Director reasonably believes to merit confidence.
No Director of the Corporation shall be considered to be acting in good faith if
he or she has knowledge  concerning the matter in question that would cause such
reliance to be unwarranted.

     10.  CONSIDERATION  OF FACTS. In discharging the duties of their respective
positions,  the Board of  Directors,  committees  of the Board of Directors  and
individual  Directors may, in considering the best interest of the  Corporation,
consider  the effects of any such  action upon  employees,  upon  suppliers  and
customers of the  Corporation  and upon  communities  in which  offices or other
establishments of the Corporation are located, and all other pertinent factors.


                                       3.

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     11.  LIMITATION  OF  LIABILITY.  No  Director of the  Corporation  shall be
personally  liable for  monetary  damages as such for any action  taken,  or any
failure to take any action,  unless (i) the  Director  has breached or failed to
perform  the  duties of his  office  and (ii) the  breach or  failure to perform
constitutes self-dealing, willful misconduct or recklessness; provided, however,
that the  foregoing  provisions  of this  Section  11 shall not apply to (i) the
responsibility or liability of a Director  pursuant to any criminal statute;  or
(ii) the  liability  of a Director  for the payment of taxes  pursuant to local,
state or federal law.  Neither the  amendment  nor the repeal of this Section 11
shall  eliminate  or reduce  the effect of this  Section 11 with  respect to any
matter  occurring,  or any  cause of  action,  suit or  claim  that but for this
Section 11 would accrue or arise, prior to such amendment or repeal.

                                  III. OFFICERS

     1.  OFFICERS.  The Board of  Directors  at any time may  elect a  Chairman,
President, Chief Executive Officer, Chief Financial Officer and a Secretary, may
designate  any one or more  Vice  Presidents,  and may  elect  or  appoint  such
additional officers and agents as the Board may deem advisable.  Any two or more
offices may be held by the same person.

     2. TERM.  Each officer and each agent shall hold office until his successor
is elected or appointed and qualified or until his death, resignation or removal
by the Board of Directors.

     3. AUTHORITY,  DUTIES AND COMPENSATION.  All elected or appointed  officers
and agents shall have such  authority and perform such duties as may be provided
in the By-laws or as may be determined by the Board of Directors,  the Chairman,
the  Chief  Executive  Officer  or  the  President.   They  shall  receive  such
compensation  for their  services as may be determined by the Board of Directors
or in a manner  approved by it.  Notwithstanding  any other  provisions of these
By-laws, the Board shall have power from time to time by resolution to prescribe
by what officers or agents  particular  documents or  instruments  or particular
classes of documents or instruments shall be signed, countersigned,  endorsed or
executed;  provided,  however,  that any person,  firm or  corporation  shall be
entitled  to  accept  and  to  act  upon  any  document  or  instrument  signed,
countersigned,  endorsed or  executed  by officers or agents of the  Corporation
pursuant to the  provisions  of these  By-Laws  unless  prior to receipt of such
document or instrument such person,  firm or corporation has been furnished with
a certified copy of a resolution of the Board prescribing a different signature,
countersignature, endorsement or execution.

     4. CHAIRMAN. The Chairman shall preside at all meetings of the Stockholders
and of the  Board  of  Directors.  Subject  to the  direction  of the  Board  of
Directors,   the  Chairman  shall  have   responsibility   for  supervising  the
Corporation's  business  and  affairs and for  performing  such duties as may be
assigned to him by the Board of  Directors.  The  Chairman  shall  report to the
Board of Directors.


                                       4.

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     5. CHIEF EXECUTIVE OFFICER.  Subject to the direction of the Chairman,  the
Chief Executive  Officer shall have  responsibility  for all matters relating to
corporate finance, mergers and acquisitions,  public reporting under federal and
state  securities laws,  investor  relations and like matters and for performing
such duties as may be assigned to him by the Chairman or the Board of Directors.
The Chief Executive Officer shall report to the Chairman.

     6. PRESIDENT. Subject to the direction of the Chairman, the President shall
have  responsibility  for managing the  operations  of the  Corporation  and for
performing such duties as may be assigned to him by the Chairman or the Board of
Directors. The President shall report to the Chairman.

     7. CHIEF FINANCIAL OFFICER. Subject to the direction of the Chairman, Chief
Executive  Officer  and  President,  the  Chief  Financial  Officer  shall  have
responsibility for corporate and operational  finance and accounting matters and
for  performing  such duties as may be assigned  to him by the  Chairman,  Chief
Executive Officer or President.  The Chief Financial Officer shall report to the
Chief Executive Officer on corporate  finance and accounting  matters and to the
President on operational finance and accounting matters.

     8. VICE PRESIDENTS.  Each Vice President shall have and perform such duties
as from time to time may be assigned  to him by the  Chairman,  Chief  Executive
Officer, President or the Board of Directors.

     9.  SECRETARY.  The Secretary  shall give or cause to be given all required
notices of meetings of Stockholders and of the Board of Directors,  shall attend
such meetings when practicable,  shall record and keep the minutes and all other
proceedings  thereof,  shall  attest such  records  after  every  meeting by his
signature,  shall safely keep all documents and papers which shall come into his
possession,  shall  truly  keep  the  books  and  accounts  of  the  Corporation
appertaining to his office,  shall  countersign all certificates of stock of the
corporation  or cause them to be  countersigned  in  facsimile  or  otherwise as
permitted  by law,  may sign all  bills,  notes,  checks  and  other  negotiable
instruments  of the  Corporation  or cause  them to be  signed in  facsimile  or
otherwise as the Board may determine,  and shall present statements thereof when
required  by the  Board.  In the  absence or  disability  of the  Secretary,  an
Assistant  Secretary  shall have the  authority  and  perform  the duties of the
Secretary.

     IV. REMOTE PARTICIPATION IN MEETINGS; WAIVER OF NOTICE

     1.  REMOTE  PARTICIPATION  ALLOWED.  At any  meeting  of the  Directors  or
Stockholders,  one or more  Directors or  Stockholders,  as the case may be, may
participate  in a meeting of the Board,  of a  committee  of the Board or of the
Stockholders  by means  of a  conference  telephone  or  similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other.


                                       5.

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     2. WAIVER OF NOTICE.  Whenever  any written  notice is required to be given
under the provisions of the Delaware  Corporation Law or these By-Laws, a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether  before or after the time stated  therein shall be deemed  equivalent to
the giving of such notice.


                               V. INDEMNIFICATION

     1.  DIRECTORS,  OFFICERS,  EMPLOYEES AND  REPRESENTATIVES.  The Corporation
shall  indemnify  each Director and officer,  and it may indemnify each employee
and  representative,  of the Corporation to the fullest extent permitted by Law,
against all liabilities and expenses,  including without limitation,  judgments,
fines, penalties,  attorney's fees and amounts paid in settlement,  imposed upon
or  reasonably  incurred  by  him in  connection  with  or  resulting  from  any
threatened,  pending or completed  claim,  action,  suit or proceeding,  whether
civil,  criminal,  administrative or investigative (whether brought by or in the
right of the  Corporation  or otherwise),  in which he may become  involved as a
party or otherwise by reason of his being or having been such Director, officer,
employee or  representative  or by reason of his serving or having served at the
request  of  the  Corporation  as  a  director,   officer,   employee  or  other
representative  of another  corporation,  partnership,  joint venture,  trust or
other  enterprise;   provided,   however,  that  the  foregoing  indemnification
provisions shall not apply to a threatened,  pending or completed claim, action,
suit or proceeding which is initiated by him.

     2. DETERMINATION OF RIGHT OF INDEMNIFICATION.  The indemnification provided
or  permitted  by  subsection  (a) shall apply (i) whether or not the  Director,
officer,  employee  or  representative  continues  to be such at the  time  such
liabilities  or expenses are imposed or incurred,  whether the act or failure to
act which is the  subject of such claim,  action,  suit or  proceeding  occurred
before or after the adoption of this by-law,  and whether or not the indemnified
liability  or expenses  arose or arise from a  threatened,  pending or completed
claim,  action,  suit or proceeding by or in the right of the  Corporation,  and
(ii) both to acts or omissions in his official capacity and to acts or omissions
in another capacity while holding such office.

     3. PAYMENT OF EXPENSES.  Expenses incurred by a Director, officer, employee
or  representative  of the Corporation in defending a civil or criminal  action,
suit or  proceeding  may be paid by the  Corporation  in  advance  of the  final
disposition  thereof  upon  receipt  of an  undertaking  by or on behalf of such
person to repay such amount if it shall  ultimately be determined that he is not
entitled to be indemnified by the Corporation.

     4. BASIS OF RIGHTS,  OTHER RIGHTS. The  indemnification  and advancement of
expenses  provided  by, or  granted  pursuant  to,  this  Article V shall not be
exclusive  of any  other  rights to which  persons  seeking  indemnification  or
advancement of expenses may be entitled  under any provision of law,  agreement,
vote of Stockholders or Directors or otherwise, both as to an act or omission in
his  official  capacity and as to an act or omission in another  capacity  while
holding

                                       6.

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such  office,  and  shall  inure  to the  benefits  of their  heirs,  executors,
administrators and other legal representatives of such person.

     5. INSURANCE. The Corporation may purchase and maintain insurance on behalf
of any person who is or was a Director,  officer,  employee or representative of
the  Corporation or who is or was serving at the request of the Corporation as a
Director,  officer,  employee or other  representative  of another  corporation,
partnership,  joint  venture,  trust  or  other  enterprise,  for any  liability
asserted against such Director, officer, employee or representative and incurred
by him in any capacity, or arising out of his status as such, whether or not the
Corporation  would have the power to indemnify him against such liability  under
the laws of the State of Delaware.

                                VI. MISCELLANEOUS

     1. FISCAL YEAR. The fiscal year of the  Corporation  shall end each year on
December 31st.

     2. SHARE  TRANSFERS  AND  RECORDS.  The Board of  Directors  may  appoint a
transfer  agent or transfer  agents and a registrar  or  registrars  to make and
record all transfers of shares of stock of the  Corporation  of any class.  Each
transfer agent shall prepare transfer records showing transfers made through the
office of such agent. A share register shall be kept at the registered office of
the  Corporation.  Such share register shall constitute books of the Corporation
with respect to shares of stock of any class and the holders of record  thereof,
provided that the Board of Directors  may designate  instead as the books of the
Corporation  for this purpose a share  register kept at the office of a transfer
agent or registrar.  If the Board of Directors  shall have  appointed a transfer
agent or transfer  agents and a registrar or registrars  for stock of any class,
all transfers of stock of such class shall be made only by such  transfer  agent
or transfer  agents at their offices and shall be recorded in their books and in
the books of the registrar or registrars.  In case of loss, destruction or theft
of a certificate of stock,  another may be issued in lieu thereof in such manner
and upon such terms as the Board of Directors shall authorize.

     3.  AMENDMENTS.  The By-Laws of the  Corporation  may be altered,  amended,
added to or repealed by action of the Board of Directors.




                                       7.