SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-K/A
 (Amendment
No. 1)
  
  [X]
              
              Annual
      Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act
      of 1934For
      the fiscal year ended December 30,
      2007OR[   ]
              
              Transition
      Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act
      of 1934For
      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 incorporation or organization)
              
              (IRS
      Employer Identification No.)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
 
 Securities
registered pursuant to Section 12(b) of the Act:
 Title
      of Each
              
              Name
      of Each Exchange on Which RegisteredCommon
      stock, $0.01 par value
              
              American
      Stock Exchange
 
  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
Rule 405 of the Securities
Act.  Yes [    ]         No [ x ]
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act.    Yes [    ]         No [ x ]
  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
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 the definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [   ]
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.   See definition of “accelerated filer,” large
accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):  Large accelerated
filer  [   ]   Accelerated
filer [   ]   Non-accelerated
filer  [   ]  Smaller reporting company
[ x ]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes [    ]         No [ x ]
  State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter:  $31,786,925.
  Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.   At March 14, 2008,
there were 17,387,554 shares of common stock, par value $0.01 per share,
outstanding.
  Documents
Incorporated by Reference: None
   
  Explanatory
Note
 
 This
Amendment to the Annual Report on Form 10-K/A is being filed to amend the
Company’s Annual Report on From 10-K for the fiscal year ended December 30, 2007
filed on March 20, 2008 in order to include additional required disclosure
relating to management’s conclusions as to the effectiveness of the Company’s
disclosure controls and procedures contained in Item 9A(T) of Part II of the
Annual Report and correct the certifications contained in Exhibits 31.1 and 31.2
related to the Company’s internal controls over financial reporting. This
Amendment No. 1 on Form 10-K/A continues to describe conditions as of the date
of the original filing, and we have not updated the disclosures contained herein
to reflect events that occurred at a later date. Accordingly, this Amendment
should be read in conjunction with the Company’s SEC filings made subsequent to
the original filing.
 
 PART
II
 ITEM
9.   CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
   None.
   ITEM
9A(T).  CONTROLS AND PROCEDURES
  Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting.  The Company’s internal control over
financial reporting includes policies and procedures pertaining to the Company’s
ability to record, process, and report reliable information.  The
Company’s internal control system is designed to provide reasonable assurance to
the Company’s management and Board of Directors regarding the preparation and
fair presentation of the Company’s published financial statements.
 
 The
Company’s management assessed the effectiveness of internal control over
financial reporting as of December 30, 2007.  In making this
assessment, it used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control – Integrated
Framework.  Based on this assessment, the Company’s management
concluded that, as of December 30, 2007, the Company’s internal control over
financial reporting is effective based on those criteria.
 
 This
annual report does not include an attestation report of the Company’s
independent registered public accounting firm regarding internal control over
financial reporting.  Management’s report was not subject to
attestation by the Company’s independent registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only management’s report in this annual
report.
 
 During
the Company’s fiscal quarter ended December 30, 2007, there were no changes
in the Company’s internal controls over financial reporting that have materially
and adversely affected, or are reasonably likely to materially and adversely
affect the Company’s internal control over financial reporting.
  Management
of the Company has also evaluated, with the participation of our Chief Executive
Officer and Chief Financial Officer, the effectiveness of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as of December 30, 2007.  Based
upon this evaluation, our management has concluded that, as of December 30,
2007, our disclosure controls and procedures are effective in recording,
processing, summarizing and reporting, on a timely basis, information required
to be disclosed by us in the reports that we file or submit under the Exchange
Act.  Our disclosure controls and procedures are designed to ensure
that information required to be disclosed in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, to allow
timely decisions regarding required disclosure.
 
  ITEM
9B.  OTHER INFORMATION
  None.
  PART
IV
 
 ITEM
15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
 (b) 
Exhibits
 
 The
exhibits filed herewith are listed on the Exhibit Index.
 
 
  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.
  COMFORCE
      CorporationBy:
              /s/
      John C. FanningJohn
      C. FanningChairman
      and Chief Executive OfficerBy:
              /s/
      Harry V. MaccarroneHarry
      V. MaccarroneExecutive
      Vice President and Chief Financial OfficerDate:  October
      2, 2008
 
   
  EXHIBIT
INDEX
 
 31.1
              Rule
      13a-14(a) certification of chief executive officer in accordance with
      section 302 of the Sarbanes-Oxley Act of
2002.
  31.2
              Rule
      13a-14(a) certification of chief financial officer in accordance with
      section 302 of the Sarbanes-Oxley Act of
2002