Exhibit 3.5

                                    CORRECTED
                           CERTIFICATE OF DESIGNATIONS

                                       of

                      SERIES F CONVERTIBLE PREFERRED STOCK

                                       of

                              COMFORCE CORPORATION

                           (Pursuant to Section 103 of
                      the Delaware General Corporation Law)


     This  instrument  restates  Section 6 and Section 7 of the  Certificate  of
Designations  filed  by  COMFORCE  Corporation  with the  Secretary  of State of
Delaware on October 29, 1996 to correct inaccurate provisions therein contained.
The original  provisions  were not an accurate  record of the  corporate  action
referred  to in such  Certificate  of  Designations.  The entire  instrument  in
corrected form is set forth below.

     COMFORCE  Corporation,  a corporation duly organized and existing under and
by virtue  of the laws of the  State of  Delaware  (the  "Corporation"),  HEREBY
CERTIFIES THAT the following Resolution was adopted by the Board of Directors of
the  Corporation,  as required by Section 151 of the General  Corporation Law of
the State of Delaware and pursuant to  authority  expressly  vested in it by the
provisions  of its  Certificate  of  Incorporation,  as amended,  by a unanimous
written consent executed as of October 25, 1996:

     RESOLVED, that pursuant to the authority granted to and vested in the Board
of  Directors  of the  Corporation  in  accordance  with the  provisions  of the
Certificate of Incorporation,  as amended, the Board of Directors hereby creates
a series of Preferred Stock, par value $0.01 per share, of the Corporation,  and
hereby states the designation and authorized  number of shares of such Preferred
Stock, and fixes the relative rights,  preferences and limitations  thereof,  as
follows:

     Section 1.  Designation  and  Amount.  The shares of such  series  shall be
designated  as "Series F Convertible  Preferred  Stock" (the "Series F Preferred
Stock") and the number of shares constituting the Series F Preferred Stock shall
be 10,000.  Such number of shares may be increased or decreased by resolution of
the Board of Directors;  provided,  that no decrease  shall reduce the number of
shares of Series F  Preferred  Stock to a number  less than the number of shares
then  outstanding  plus the  number of shares  reserved  for  issuance  upon the
exercise of outstanding  options,  rights, or warrants or upon the conversion of
any outstanding  securities issued by the Corporation  convertible into Series F
Preferred Stock.

     Section 2. Dividends and Distributions.



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          (A)  Subject to the  rights of the  holders of any shares of any other
     series of Preferred  Stock,  par value $0.01 per share,  of the Corporation
     (or any similar stock) ranking prior and superior to the Series F Preferred
     Stock  with  respect  to  dividends,  the  holders  of  shares  of Series F
     Preferred  Stock,  in preference to the holders of Common Stock,  par value
     $0.01 per share (the "Common Stock"), of the Corporation,  and of any other
     junior stock,  shall be entitled to receive out of funds legally  available
     for the purpose, quarterly dividends of five percent (5%) per annum payable
     in cash or in Common Shares, at the Corporation's  option, on the first day
     of March,  June,  September and December in each year (each such date being
     referred to herein as a "Quarterly  Dividend Payment Date"),  commencing on
     the first  Quarterly  Dividend  Payment Date after the first  issuance of a
     share or fraction of a share of Series F Preferred Stock, and at such other
     times as the Corporation shall elect.

          (B) The  Corporation  shall declare a dividend or  distribution on the
     Series F  Preferred  Stock as  provided in  paragraph  (A) of this  Section
     immediately  after it  declares a dividend  or  distribution  on the Common
     Stock (other than a dividend payable in shares of Common Stock).

          (C)  Dividends  shall be  cumulative  and  shall  begin to  accrue  on
     outstanding  shares of Series F  Preferred  Stock from the date of issue of
     such shares.  In the case of dividends  payable in Common Stock, the Common
     Stock shall be valued at the closing bid price of the Corporation's  Common
     Stock as reported  on the  American  Stock  Exchange,  the Nasdaq  National
     Market  System or such  other  exchange  or  quotation  system on which the
     Corporation's  Common  Stock  is then  listed  or  quoted,  on the date the
     dividend is declared.

     Section 3. Voting Rights. The holders of shares of Series F Preferred Stock
shall have no voting rights  whatsoever  except as specifically  provided by the
General Corporation Law of the State of Delaware.

     Section 4. Certain Restrictions.

          (A) Whenever  quarterly  dividends or other dividends or distributions
     payable on the Series F  Preferred  Stock as  provided  in Section 2 are in
     arrears,  thereafter  and  until  all  accrued  and  unpaid  dividends  and
     distributions,  whether or not  declared,  on shares of Series F  Preferred
     Stock outstanding shall have been paid in full, the Corporation shall not:

               (i) declare or pay dividends, or make any other distributions, on
          any shares of stock  ranking  junior  (either as to  dividends or upon
          liquidation,  dissolution,  or winding  up) to the Series F  Preferred
          Stock;

               (ii) declare or pay dividends,  or make any other  distributions,
          on any shares of stock ranking on a parity  (either as to dividends or
          upon  liquidation,  dissolution,  or  winding  up) with  the  Series F
          Preferred  Stock,  except  dividends  paid  ratably  on the  Series  F
          Preferred Stock and all such parity stock

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<PAGE>



          on which  dividends  are  payable or in arrears in  proportion  to the
          total  amounts  to  which  the  holders  of all such  shares  are then
          entitled;

               (iii) redeem or purchase or otherwise acquire for  consideration,
          shares of any stock  ranking  junior  (either as to  dividends or upon
          liquidation,  dis  solution,  or winding up) to the Series F Preferred
          Stock, provided that the Corporation may at any time redeem, purchase,
          or otherwise  acquire  shares of any such junior stock in exchange for
          shares of any stock of the  Corporation  ranking  junior (either as to
          dividends  or upon  dissolution,  liquidation,  or winding  up) to the
          Series F Preferred Stock; or

               (iv) redeem or purchase or  otherwise  acquire for  consideration
          any shares of Series F Preferred Stock, or any shares of stock ranking
          on a parity with the Series F Preferred  Stock,  except in  accordance
          with a purchase offer made in writing or by publication (as determined
          by the Board of  Directors)  to all  holders of such  shares upon such
          terms as the Board of Directors, after consideration of the respective
          annual dividend rates and other relative rights and preferences of the
          respective  series' and  classes,  shall  determine in good faith will
          result in fair and equitable treatment among the respective series' or
          classes.

          (B) The Corporation shall not permit any subsidiary of the Corporation
     to purchase or otherwise  acquire for  consideration any shares of stock of
     the Corporation  unless the Corporation  could, under paragraph (A) of this
     Section 4,  purchase or  otherwise  acquire such shares at such time and in
     such manner.

     Section  5.  Reacquired  Shares.  Any  shares of Series F  Preferred  Stock
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and canceled promptly after the acquisition  thereof.  All such
shares shall upon their  cancellation  become  authorized but unissued shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
subject to the conditions and restrictions on issuance set forth herein,  in the
Certificate  of  Incorporation,  or in any  other  Certificate  of  Designations
creating a series of Preferred  Stock, par value $0.01 per share, or any similar
stock or as otherwise required by law.

     Section 6. Liquidation,  Dissolution,  or Winding Up. Upon any liquidation,
dissolution,  or winding up of the Corporation, no distribution shall be made to
the holder of shares of stock  ranking  junior  (either as to  dividends or upon
liquidation, dissolution, or winding up) to the Series F Preferred Stock unless,
prior  thereto,  the  holders of shares of Series F  Preferred  Stock shall have
received $1,000 per share,  plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment.

     Section  7.  Adjustments.  If  at  any  time  after  the  date  hereof  the
Corporation  shall,  through merger or  consolidation  or otherwise,  change its
shares  of  Common  Stock  into  different  securities  or  property,  then  the
Conversion  Price (as  hereinafter  defined)  per  share and the other  terms of
conversion shall be equitably  adjusted in such manner,  or such other equitable
adjustments  shall be made, as the Board of Directors in the proper  exercise of
its fiduciary duties,  determines to be appropriate.  The Corporation shall give
the holders of record of the Series F Preferred Stock written notice of any such
adjustments made by the Board of Directors,

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<PAGE>



which notice  shall be given by mail,  postage  prepaid,  addressed to each such
holder at the holder's address as shown by the records of the Corporation.

     Section 8.  Redemption The shares of Series F Preferred  Stock shall not be
redeemable.

     Section 9. Rank. Unless otherwise  provided in the rights,  preferences and
limitations of any other series of the Corporation's  Preferred Stock, par value
$0.01 per share,  the Series F Preferred  Stock shall rank,  with respect to the
payment of dividends and the distribution of assets,  junior to all other series
of the Corporation's Preferred Stock, par value $0.01 per share.

     Section 10.  Conversion.  Each share of Series F Preferred Stock shall, (i)
at the  option  of the  holder on or after the  applicable  Conversion  Date (as
hereinafter defined) or (ii) automatically on the second anniversary of the date
of issuance,  be converted into such number of shares of Common Stock determined
by dividing $1,000 plus all accrued,  unpaid dividends  thereon by the per share
Conversion Price (as hereinafter defined). The "Conversion Price" shall mean 86%
of the average closing bid price of the Corporation's  Common Stock for the five
trading  days  immediately  preceding  the  Conversion  Date as  reported on the
American  Stock  Exchange,  the  Nasdaq  National  Market  System or such  other
exchange or  quotation  system on which the  Corporation's  Common Stock is then
listed or quoted.  The  Conversion  Price shall not be less than $8.75 per share
nor more than $24 per  share.  In the event  that the  Conversion  Price  would,
absent  the  limitation  on the  Conversion  Price  set  forth in the  preceding
sentence,  be less than $8.75 per share,  the difference  between the Conversion
Price  and  $8.75  will be paid to the  holder  in  cash  upon  conversion.  The
"Conversion  Date"  shall  mean,  in the case of 50% of the  shares  of Series F
Preferred  Stock  held by any  holder,  March 1,  1997  and,  in the case of the
remaining shares held by such holder, April 1, 1997; provided,  however, that if
the Corporation  completes an  underwritten  public offering prior to January 5,
1997, each such Conversion Date shall be one (1) month earlier.

     Section 11. Conversion Mechanics.

          (A) Optional  Conversion By Holder. Each holder of a share of Series F
     Preferred  Stock  shall have the right,  at the  option of the  holder,  to
     convert such share into fully paid and nonassessable shares of Common Stock
     in  accordance  with the  provisions  of Section 10 hereof.  In order for a
     holder of a share of Series F Preferred  Stock to exercise  the  conversion
     option  granted by this  subsection  with respect to any shares of Series F
     Preferred  Stock,  the holder  thereof shall  surrender the  certificate or
     certificates  therefor  to the  Corporation,  duly  endorsed  in blank  for
     transfer,  accompanied  by a written notice of the election to convert such
     shares of Series F Preferred  Stock or a portion  thereof  executed on such
     form as may be prescribed from time to time by the Corporation.

          (B) Automatic Conversion. Each share of Series F Preferred Stock shall
     automatically, with no further action on the part of the holders thereof or
     the  Corporation,  be converted  into and become Common Stock in accordance
     with the provisions of Section 10 hereof. Following automatic conversion of
     the shares of Series F Preferred Stock into shares of Common Stock, written
     notice

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          (the  "Conversion  Notice") shall be given by the Corporation by mail,
          postage prepaid, to each holder of record (at the close of business on
          the business day next preceding the day on which the Conversion Notice
          is given) of shares of Series F Preferred  Stock notifying such holder
          of the  conversion and specifying the number of shares of Common Stock
          into which each share of Series F Preferred  Stock has been converted,
          the  place  where  the  certificates  evidencing  shares  of  Series F
          Preferred  Stock should be delivered and the procedures that should be
          followed  in  delivering  the   certificates   so  that   certificates
          evidencing  the  shares  of  Common  Stock  into  which  the  Series F
          Preferred Stock has been converted will be issued to such holder.  The
          Conversion  Notice  shall be  addressed to each holder at the holder's
          address as shown by the records of the Corporation. From and after the
          time that the shares of Series F Preferred  Stock are  converted  into
          shares of Common Stock, certificates evidencing the shares of Series F
          Preferred  Stock,  until  they are  delivered  to the  Corporation  in
          accordance with the instructions  set forth in the Conversion  Notice,
          shall  evidence  the  shares of Common  Stock into which the shares of
          Series F Preferred Stock have been converted.  Following conversion of
          the shares of Series F Preferred  Stock into  shares of Common  Stock,
          the Corporation  shall not issue any more shares of Series F Preferred
          Stock.

     WITNESS WHEREOF,  COMFORCE  Corporation has caused its corporate seal to be
hereunder  affixed  and  this  certificate  to be  executed  on  behalf  of  the
Corporation by its Chief Financial Officer this 29th day of November, 1996.

                                COMFORCE CORPORATION


                                By:                /s/ Paul Grillo
                                        ---------------------------------------
                                        Paul J. Grillo, Chief Financial Officer


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