<PAGE>

                                             Registration No333-_______________.
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
                             --------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                       under the Securities Act of 1933
                             --------------------

                             COMFORCE Corporation
              (Exact Name of Issuer as specified in its charter)

<TABLE>
<S>                                                                 <C>
                           Delaware                                             36 - 2262248
(State or other jurisdiction of incorporation or organization)      (I.R.S. Employer Identification No.)

                   415 Crossways Park Drive
                        P.O. Box 9006
                      Woodbury, New York                                           11797
           (Address of principal executive offices)                              (Zip Code)
</TABLE>

             COMFORCE Corporation Long-Term Stock Investment Plan
                             (Full Title of Plan)

                               Harry Maccarrone
                           Executive Vice President
                             COMFORCE Corporation
                           415 Crossways Park Drive
                                 P.O. Box 9006
                           Woodbury, New York 11797
                    (Name and address of agent for service)

                                (516) 437-3300
         (Telephone number, including area code, of agent for service)
                             --------------------

                                   Copy to:
                           David G. Edwards, Esquire
                           Doepken Keevican & Weiss
                   58/th/ Floor, USX Tower, 600 Grant Street
                        Pittsburgh, Pennsylvania 15219

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                 Proposed Maximum         Proposed Maximum
  Title of Securities       Amount to be          Offering Price              Aggregate               Amount of
   to be Registered          Registered              per Share             Offering Price         Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>                      <C>                     <C>
Common Stock $.01 par        1,341,128             $1.63 (1)               $2,186,039 (1)             $547 (1)
value
--------------------------------------------------------------------------------------------------------------------
</TABLE>

______________

(1)  Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(c) for the shares registered hereunder, being the average of the high
and low prices for the Registrant's Common Stock as reported on March 8, 2001.
<PAGE>

PART I    INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.   Plan Information*

Item 2.   Registrant Information and Employee Plan Annual Information*

*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.


REOFFER PROSPECTUS

                             COMFORCE Corporation
                    Up to 1,341,128 Shares of Common Stock

          This prospectus relates to up to 1,341,128 shares of common stock of
COMFORCE Corporation that may be sold from time to time by the selling
stockholders named in this prospectus.  These shares are issuable to the selling
stockholders upon the exercise by them of options held by them under the
COMFORCE Corporation Long-Term Stock Investment Plan.

          The common stock is traded on the American Stock Exchange under the
symbol CFS. On March 8, 2001, the last reported sale price of the common stock
on the American Stock Exchange was $1.74 per share.

          Investing in the common stock involves certain risks. You should
carefully consider the risk factors beginning on page 2. Neither the Securities
and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined that this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.


                             COMFORCE Corporation
                           415 Crossways Park Drive
                                 P.O. Box 9006
                           Woodbury, New York 11797
                                (516) 437-3300


                The date of this Prospectus is March 13, 2001.


<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                  Page
<S>                                                               <C>

Risk Factors.................................................       3
Where You Can Find More Information..........................       7
The Company..................................................       8
Selling Stockholders.........................................       8
Use of Proceeds..............................................       8
Method of Sale...............................................       8
Legal Matters................................................       9
Experts......................................................       9
</TABLE>

                                 RISK FACTORS

          Before you invest in the common stock, you should consider carefully
the following factors, in addition to the other information contained in this
prospectus. In addition to historical information, this prospectus contains
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those projected or suggested in any
forward-looking statement. The factors discussed below and the other factors
discussed in this prospectus could cause or contribute to such differences.
Other factors which we have not yet identified could also cause or contribute to
such differences.

Our share price has been volatile and could be further impacted by the shares
offered in this offering.

          From time to time, the market price for our common stock has been, and
may continue to be, volatile. The market price may fluctuate because of our
quarterly operating results, the operating results of other staffing companies,
changes in general conditions in the economy, the financial markets or the
staffing industry, natural disasters or other developments. In addition, in
recent years the stock market has experienced extreme price and volume
fluctuations. This volatility has had a significant effect on the market prices
of securities issued by many companies for reasons unrelated to their operating
performance.

          In addition, a substantial number of shares of our common stock is
being offered for resale as a part of this offering. The sale of a substantial
number of shares of our common stock in the public market could cause the market
price of our common stock to decline.

Our high level of debt could adversely affect our ability to compete, limit our
ability to borrow and heighten our vulnerability to adverse economic conditions.

          We have a very high level of debt. Our level of debt could have
important consequences to you, including the following:

 .         we will have to use a substantial portion of our cash flow from
          operations to pay for debt service, rather than for operations or
          growth;

 .         our competitors with less debt could have a competitive advantage;

 .         we could be more vulnerable to economic downturns and less able to
          take advantage of significant business opportunities or react to
          changes in market or industry conditions;

 .         we will be vulnerable to increases in interest rates to the extent of
          borrowings under our bank credit facility; and

                                       3
<PAGE>

 .         we may have to dispose of material assets or operations or refinance
          our debt to meet our debt service obligations.

Our failure to generate sufficient cash flows to support our amortization
charges could require a write-off that adversely affects our financial condition
and results of operations.

          More than 50% of our total assets are intangible assets. These
intangible assets substantially represent amounts attributable to goodwill
recorded in connection with our acquisitions and are generally amortized over a
five to 40 year period. This amortization results in significant annual charges.
Various factors could impact our ability to generate the cash flows necessary to
support this amortization schedule, including

 .         fluctuations in the economy;

 .         the degree and nature of competition;

 .         demand for our services; and

 .         our ability to integrate the operations of acquired businesses, to
          recruit and place staffing professionals and to maintain gross margins
          in the face of pricing pressures.

          If we fail to generate sufficient cash flows to support the
amortization charge, an impairment of the asset may occur. The resulting write-
off could have a material adverse effect on our business, financial condition
and results of operations.

The terms of the agreements governing our debt could constrain us in our
operations and in pursuing corporate opportunities.

          The agreements governing the public debt obligations of our COMFORCE
Operating, Inc. subsidiary, and the credit facility to which we and our
subsidiaries are parties, contain restrictions that affect our ability to incur
debt, make distributions, make acquisitions, create liens, make capital
expenditures and affiliate payments and pay dividends. They also require us to
limit our capital expenditures, affiliate payments and dividends.  In addition,
our credit facility requires us to meet specified financial ratios and tests.

          Events beyond our control may affect our ability to comply with these
covenants and restrictions, and we may not achieve operating results that will
comply with the financial ratios and tests.  If we do not comply with these
covenants and restrictions, an event of default could occur.  An event of
default under any of our financing agreements could have a material adverse
effect on our business and financial condition if it is not cured or waived.

We may be unable to charge our customers for higher costs of employing staffing
personnel.

          We must pay unemployment insurance premiums and workers' compensation
benefits for our billable employees. The states in which our employees perform
services set unemployment insurance premiums annually. These premiums could
increase for various reasons, including increased levels of unemployment and the
lengthening of periods for which unemployment compensation is available.
Workers' compensation costs may increase if the various states in which we
conduct operations raise their required levels of compensation or liberalize
allowable claims. We are focusing on efforts to reduce our potential exposure to
such claims. We are largely self-insured with respect to workers' compensation
claims, but we maintain an umbrella insurance policy limiting our exposure for
self-insured claims to $250,000 per claim and a total of $2.9 million in any
year. However, we may incur costs related to workers' compensation claims at
rates higher than anticipated if we experience an increase in the number or the
severity of claims.

                                       4
<PAGE>

          Our costs could also increase as the result of any future health care
reforms.  Certain federal and state legislative proposals have included
provisions extending health insurance benefits to billable employees who do not
presently receive such benefits.

          We may not be able to increase the fees charged to our customers to an
amount sufficient to cover increased costs related to workers' compensation,
unemployment insurance and health care reforms or other employment-related
regulatory changes.

We have incurred losses in recent periods and we may continue to incur losses.

          We had net losses of $2.0 million for 1999 and $3.7 million for 1997
and net income of $0.8 million for 1998. In addition, we had a net loss before
extraordinary gains of $952,000 for the nine months ended September 30, 2000.
Our operations may not be profitable in the future.

We could face liability for the misconduct of our employees or for claims made
by them in the workplace.

          Contingent staffing and consulting firms are in the business of
employing people and placing them in the workplaces of other businesses. A risk
of such activity includes possible claims by our customers of employee
misconduct or negligence, claims of discrimination or harassment, claims
relating to employment of illegal aliens and other similar claims. We have
implemented policies and guidelines to minimize our exposure to these risks.
However, failure to follow these policies and guidelines may result in negative
publicity. In addition, we could be required to pay money damages or fines.
Although historically we have not had any significant problems in this area, we
may experience such problems in the future.

          We are also exposed to liability for actions taken by our employees
while on assignment, such as damage caused by their errors, misuse of customer
proprietary information or theft of customer property. We maintain insurance to
limit our exposure to these risks. However, because of the nature of our
assignments, in particular the access of our employees to customer information
systems and confidential information, and the potential liability for improper
acts by employees, insurance coverage may not continue to be available or may
not be adequate to cover any such liability.

Fluctuations in the general economy could reduce demand for our services.

          The general level of economic activity in the country significantly
affects demand for staffing and consulting services. Companies use staffing and
consulting services to manage personnel costs and changes in staffing needs, in
part due to business fluctuations. When economic activity increases, employers
often add employees from staffing and consulting companies before they hire
full-time employees. During such times, there is intense competition among
staffing and consulting companies for qualified personnel for placement, and we
may not be able to recruit and retain sufficient personnel to meet the needs of
our clients. Conversely, as economic activity slows, companies may choose to
reduce their usage of employees from staffing and consulting companies before
laying off their regular employees.

Heightened competition for staffing personnel and customers could adversely
impact our business.

          The contingent staffing and consulting industry is highly competitive.
Heightened competition for customers as well as for contingent personnel could
adversely impact our business in several ways:

 .         We may need to reduce our current fee scales without being able to
          reduce the personnel costs of our billable employees.

 .         Large, traditional staffing companies have begun to enter the
          specialty staffing and consulting sector. As a result, margins may
          decrease, particularly for the less highly skilled personnel in that
          sector.

                                       5
<PAGE>

 .         Barriers to entry in the contingent staffing business are low, and we
          could experience competition from additional competitors entering the
          business.

 .         We may not be able to fulfill our customers' needs because of
          shortages of qualified personnel, which currently exist in some
          specialty sectors and could continue to occur in the future.

 .         Customers could employ personnel directly (rather than using our
          services) to ensure the availability of such personnel.

          Some of our competitors have greater marketing, financial and
personnel resources than we do and could offer increased competition. We expect
that the level of competition will remain high in the future and that this
competition could affect our margins, which could have a material adverse effect
on our business, financial condition and results of operations.

The loss of key personnel could adversely affect our operations.

          We depend in a significant way on our management. Our success depends
upon the availability and performance of John Fanning, our Chairman and Chief
Executive Officer, and Harry Maccarrone, our Executive Vice President and Chief
Financial Officer. The loss of the services of either of these key persons could
have a material adverse effect upon our operations.

Control by insiders could inhibit a third party from seeking to acquire us.

          John Fanning, our Chairman and Chief Executive Officer, and Harry
Maccarrone, our Executive Vice President and Chief Financial Officer, together
currently control approximately 30% of our outstanding common stock. As a
result, they will have a significant influence on all issues submitted to our
stockholders. This concentration of ownership could limit the price that certain
investors might be willing to pay in the future for shares of our common stock
and could make it more difficult for a third party to acquire, or could
discourage a third party from attempting to acquire control of us.

Our board's ability to authorize and issue new classes of preferred stock could
be used to discourage a takeover.

          Our certificate of incorporation and bylaws authorize the issuance of
preferred stock and establish advance notice requirements for director
nominations and actions to be taken at stockholder meetings. These provisions
could discourage or impede a tender offer, proxy contest or other similar
transaction involving control of COMFORCE, including transactions in which the
stockholders might otherwise receive a premium for their shares over then
current market prices and other transactions that they may deem to be in their
best interests. In particular, preferred stock

 .         has a preferred position over the common stock in liquidation;

 .         generally has the right to a fixed or minimum dividend before any
          dividend is paid or accrued on the common stock;

 .         may have the right to approve certain extraordinary corporate matters;
          and

 .         could contain terms that would

          .    delay or prevent a change in control of COMFORCE;

          .    make removal of our present management more difficult;

                                       6
<PAGE>

          .    restrict the payment of dividends and other distributions to the
               holders of common stock; and

          .    make it more difficult for a hostile acquiror to gain control of
               COMFORCE.

Our business is dependent on our ability to attract staffing personnel.

          Our business depends on our ability to attract and retain personnel
who possess the skills and experience necessary to meet the staffing and
consulting requirements of our customers. Competition for individuals with
proven skills in certain areas, particularly information technology, is intense.
We compete for such individuals with other contingent staffing and consulting
firms, systems integrators, providers of outsourcing services, computer systems
consultants, customers and personnel agencies. We must continually evaluate and
upgrade our base of available personnel to keep pace with customers' changing
needs and emerging technologies. We may not be able to continue to attract
qualified personnel in sufficient numbers and on acceptable economic terms. In
addition, although the employment agreements we have entered into contain non-
compete covenants, we may not be able to effectively enforce such agreements
against our former employees.

A significant portion of our revenues are attributable to a few key customers
the loss of which could adversely affect our operations.

          As is common in the staffing industry, our engagements to provide
services to our customers are generally non-exclusive, of a short-term nature
and subject to termination by the customer with little or no notice, although
some of our business is done through long-term contracts and contracts that
provide us with the first opportunity to supply the personnel required by the
customer. During 1999, our four largest customers accounted for approximately
28% of our revenues. We also have numerous other significant customers. The loss
of or a material reduction in the revenues from any of our significant customers
could have a material adverse effect on our business, results of operations and
financial condition.

                      WHERE YOU CAN FIND MORE INFORMATION

          We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You can read and
copy any document filed by us at the public reference facilities maintained by
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. You may request
copies of these documents, upon payment of a duplicating fee, by writing the SEC
at the address in the previous sentence. Please call the SEC at 1-800-SEC-0330
for further information on the operation of its public reference room. Our SEC
filings are also available on the SEC's Website at "http://www.sec.gov".

          The SEC allows us to incorporate by reference information from other
documents that we file with it, which means that we can disclose important
information by referring you to those documents.  The information incorporated
by reference is an important part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information.  We incorporate by reference the following documents:

 .         Our Annual Report on Form 10-K for the year ended December 31, 1999.

 .         Our Quarterly Report on Form 10-Q for the quarter ended March 31,
          2000.

 .         Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000

 .         Our Quarterly Report on Form 10-Q for the quarter ended September 30,
          2000

 .         Our Current Report on Form 8-K dated December 19, 2000.

 .         The description of our common stock contained in our Form 8-A dated
          October 10, 1985, as amended by Amendment No. 1 on Form 8A/A dated
          July 25, 1997.

                                       7
<PAGE>

          In addition, we incorporate by reference all other documents filed by
us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this prospectus and prior to termination of this offering of common
stock. Such information will update the information set forth or previously
incorporated in this prospectus.

          You may request a copy of any of these documents, except exhibits to
the documents (unless the exhibits are specifically incorporated by reference),
at no cost, by writing or telephoning us at the following address:

          COMFORCE Corporation
          Attention: Linda Annicelli
          415 Crossways Park Drive
          P.O. Box 9006
          Woodbury, New York 11797
          (516) 437-3300

          You should rely only on the information contained in this document or
that we have referred you to.  We have not authorized anyone else to provide you
with different information.

                                  THE COMPANY

          We are a leading provider of specialty staffing, consulting and
outsourcing services, primarily to Fortune 500 companies for their information
technology, telecommunications, scientific and engineering-related needs.
Through a national network of 62 offices (48 company-owned and 14 licensed), we
recruit and place highly skilled contingent personnel and provide financial and
outsourcing services for a broad customer base, including Sun Microsystems,
Bellsouth Telecommunications, Inc. and Microsoft Corporation. Since entering the
staffing services business in 1995, we have grown significantly through a
combination of acquisitions and internal growth. Our contingent labor force
consists primarily of computer programmers, systems consultants and analysts,
engineers, technicians, scientists, researchers and skilled office support
personnel.

                             SELLING STOCKHOLDERS

          The table attached as Annex I hereto sets forth, as of the date of
this Prospectus or a subsequent date if amended or supplemented, (a) the name of
each selling stockholder and his or her relationship to COMFORCE during the past
three years; (b) the number of shares of common stock each selling stockholder
beneficially owns (assuming that all options and restricted shares which they
have previously been granted are fully vested and free from restrictions on
transfer); (c) the number of shares of common stock offered pursuant to this
Prospectus by each selling stockholder; and (d) the amount and percentage of the
common stock outstanding to be held by such selling stockholder after giving
effect to the offering of the common stock covered by this Prospectus. The
information contained in Annex I may be amended or supplemented from time to
time.

                                USE OF PROCEEDS

          COMFORCE will not receive any of the proceeds from the sale of the
shares by the selling stockholders.  However, COMFORCE will receive the amount
of the exercise price of the options if and when the options are exercised and
the shares are purchased by the selling stockholders.

                                 METHOD OF SALE

          The selling stockholders may offer and sell the shares of common stock
to which this prospectus relates from time to time in one or more types of
transactions (which may include block transactions) on the American Stock
exchange, where our common stock is listed for trading under the symbol CFS, in
other markets where our common stock is traded, in negotiated transactions,
through put or call options transactions, through short sales transactions,

                                       8
<PAGE>

or through a combination of such methods of sale. The selling stockholders will
sell the common stock at prices which are current when the sales take place or
at other prices to which the parties agree. The selling stockholders may use
brokers or dealers to sell the shares, and will pay any brokerage fees or
commissions relating to sales in amounts to be negotiated by the parties prior
to sale. The selling stockholders and any brokers or dealers participating in
the sale of the common stock may be deemed to be underwriters within the meaning
of the Securities Act of 1933, and any discounts and commissions received by
them and any profit realized by them on the resale of the shares may be deemed
to be underwriting discounts or commissions under the Securities Act of 1933.
Some shares may also be sold by other people or entities that have received the
shares from the selling stockholders by gift, by operation of law, including the
laws of descent and distribution, or by other transfers or assignments.

          The selling stockholders also may resell all or a portion of the
shares in open market transactions in reliance upon Rule 144 under the
Securities Act of 1933, provided the selling stockholders meet the criteria and
conform to the requirements of this rule.

                                 LEGAL MATTERS

          Doepken, Keevican & Weiss Professional Corporation, Pittsburgh,
Pennsylvania, will render a legal opinion on the validity of the common stock
being offered.


                                    EXPERTS

          The consolidated balance sheet of COMFORCE Corporation and
Subsidiaries as of December 31, 1999, and the related consolidated statements of
operations, changes in stockholders' equity, cash flows and financial statement
schedule for the year ended December 31, 1999 are incorporated in this
prospectus and registration statement by reference in reliance upon the report
of KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of that firm as experts in accounting and
auditing.

          The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 1998, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                                       9
<PAGE>

                                    ANNEX I

                            SELLING STOCKHOLDERS (1)

<TABLE>
<CAPTION>
                                                                           Shares Beneficially Owned
                                                                             After Offering:  (2)
                                          Shares           Shares          -------------------------
                    Relationships to   Beneficially       Offered
       Name             COMFORCE           Owned           Hereby          Number        Percentage
       ----         ----------------   ------------       -------          ------        ----------
<S>                 <C>                <C>                <C>            <C>             <C>
John C. Fanning (3) Chairman and           5,452,379      200,000        5,252,379           31.2%
                    Chief Executive
                    Officer

Harry Maccarrone    Executive Vice         5,298,731      130,000        5,168,731           30.8%
 (4)                President and
                    Secretary
</TABLE>

________________________
(1)  Assumes that all options held by the listed individuals are fully vested
     and exercisable.  Shares deemed beneficially owned by virtue of these
     assumptions are treated as outstanding for purposes of determining
     beneficial ownership by such individual.  Certain of the options have not
     vested and will not vest within 60 days after the date hereof.

(2)  Assumes the sale of all securities offered hereby.

(3)  The shares beneficially owned by Mr. Fanning, the Chairman and Chief
     Executive Officer of the Company, include (1) 24,200 shares currently held
     of record by him, (2) 3,606,564 shares owned by the John C. Fanning
     Irrevocable Trust, of which Mr. Fanning is the beneficiary, (3) 1,421,615
     shares held by a limited partnership of which the John C. Fanning
     Irrevocable Trust is the general partner, (4) 200,000 shares issuable to
     him upon exercise of an option at an exercise price of $5.25 per share and
     (5) 200,000 shares issuable to him upon exercise of an option at an
     exercise price of $2.00 per share.  Mr. Fanning disclaims beneficial
     ownership of shares owned by the limited partnership in excess of his
     proportionate interest in the limited partnership. Harry Maccarrone holds
     sole voting power with respect to the shares held by the limited
     partnership and the John C. Fanning Irrevocable Trust.

(4)  The shares beneficially owned by Mr. Maccarrone, Executive Vice President
     and Secretary of the Company, include (1) 10,552 shares currently held of
     record by him, (2) 30,000 shares issuable to him upon exercise of an option
     at an exercise price of $7.00 per share, (3) 100,000 shares issuable to him
     upon exercise of an option at an exercise price of $5.25 per share, and (4)
     130,000 shares issuable to him upon exercise of options at an exercise
     price of $2.00 per share, (5) 3,606,564 shares owned by the John C. Fanning
     Irrevocable Trust, of which Mr. Maccarrone is the trustee, and (6)
     1,421,615 shares held by a limited partnership of which the John C. Fanning
     Irrevocable Trust is the general partner. Harry Maccarrone holds sole
     voting power with respect to the shares held by the limited partnership and
     the John C. Fanning Irrevocable Trust.

                                       10
<PAGE>

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Registrant has incorporated by reference in this Registration Statement
the documents listed below.  These documents have been filed with the Securities
and Exchange Commission under the Securities Exchange Act of 1934.

     1.   The Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1999.

     2.   The Registrant's Quarterly Report on Form 10-Q for the quarter ender
          March 31, 2000.

     3.   The Registrant's Quarterly Report on Form 10-Q for the quarter ender
          June 30, 2000.

     4.   The Registrant's Quarterly Report on Form 10-Q for the quarter ender
          September 30, 2000.

     5.   The description of the Registrant's Common Stock included in the
          Registration Statement on Form 8-A dated October 10, 1985, as amended
          by Amendment No. 1 on Form 8A/A dated July 25, 1997, including any
          subsequent amendment or any report filed for the purpose of updating
          such description.

     6.   The Registrant's Form 8-K filed on December 19, 2000.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents.

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Not Applicable.

Item 6. Indemnification of Directors and Officers.

     The Registrant's Bylaws effectively provide that the Registrant, to the
full extent permitted by Section 145 of the Delaware General Corporation Law,
shall indemnify all directors and officers of the Registrant and may indemnify
all employees, representatives and other persons as permitted pursuant thereto.
Section 145 permits a corporation to indemnify its directors and officers
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by a third party if such directors or
officers acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful.  In derivative actions, indemnification may also be made for expenses
actually and reasonably incurred by directors and officers in connection with
the defense or settlement of an action or suit if they shall have acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interest of the corporation, except that no indemnification shall be made
if such person

                                       11
<PAGE>

shall have been adjudged liable to the corporation, unless and only to the
extent that the court of chancery or the court in which the action or suit was
brought shall determine upon application that the defendant officers or
directors are fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability. Section 145 further provides that to the
extent any present or former officer or director has been successful on the
merits or otherwise in any defense of any such action, suit or proceeding, such
person shall be indemnified against expenses (including attorney's fees)
actually and reasonably incurred by such person in connection therewith.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.

Item 9.  Undertakings.

         The Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this registration
statement;

          (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (4) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is

                                       12
<PAGE>

against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                       13
<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be filed on its behalf
by the undersigned, thereunto duly authorized, in the City of Woodbury, State of
New York, on March 9, 2001.

                                         COMFORCE Corporation
                                         (Registrant)

                                  By:    /s/ Harry Maccarrone
                                         --------------------
                                         Executive Vice President
                                         and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, the
undersigned, being the members of the Stock Option Committee, have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Woodbury, State of New York on March 9,
2001.

                                  COMFORCE Corporation Stock Option Committee

                                  By:    /s/ Keith Goldberg
                                         ------------------
                                         Keith Goldberg, Committee Member

                                         /s/ Gordon Robinett
                                         -------------------
                                         Gordon Robinett, Committee Member

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
       SIGNATURE                              TITLE                        DATE
---------------------------    ------------------------------------    -------------
<S>                             <C>                                    <C>

/s/ John C. Fanning*            Chairman, Chief Executive
---------------------------
    John C. Fanning             Officer and Director
                                (Principal Executive Officer)          March 9, 2001

/s/ Harry Maccarrone            Executive Vice President,
---------------------------
    Harry Maccarrone            Chief Financial Officer
                                and Director (Principal Financial
                                and Accounting Officer)                March 9, 2001

/s/ Kenneth Daley*              Director                               March 9, 2001
---------------------------
  Kenneth Daley

/s/ Keith Goldberg*             Director                               March 9, 2001
---------------------------
  Keith Goldberg

/s/ Gordon Robinett*            Director                               March 9, 2001
---------------------------
  Gordon Robinett

/s/ Daniel Raynor*              Director                               March 9, 2001
---------------------------
  Daniel Raynor

* By: /s/ Harry Maccarrone      Attorney-in-Fact                       March 9, 2001
      ---------------------
        Harry Maccarrone
</TABLE>

                                       14
<PAGE>

                               Index to Exhibits

4.1  COMFORCE Corporation Long-Term Stock Investment Plan (included in Annex A
     to COMFORCE Corporation's Definitive Proxy Statement filed with the
     Commission on June 30, 1997, as amended as set forth in Proposal No. 2 of
     COMFORCE Corporation's Definitive Proxy Statement filed with the Commission
     on April 28, 2000, which portions of such Proxy Statements are incorporated
     herein by reference).

4.2  Restated Certificate of Incorporation of COMFORCE Corporation, as amended
     by Certificates of Amendment filed with the Delaware Secretary of State on
     June 14, 1987 and February 12, 1991 (included as an exhibit to Amendment
     No. 1 to the Registration Statement on Form S-1 of COMFORCE Corporation
     filed with the Commission on May 10, 1996 (Registration No. 033-6043) and
     incorporated herein by reference).

4.3  Certificate of Ownership (Merger) of COMFORCE Corporation into Lori
     Corporation (included as an exhibit to COMFORCE Corporation's Annual Report
     on Form 10-K for the year ended December 31, 1995 and incorporated herein
     by reference).

4.4  Certificate of Amendment of Certificate of Incorporation of COMFORCE
     Corporation filed with the Secretary of State of Delaware on October 28,
     1996.

4.5  Bylaws of COMFORCE Corporation, as amended and restated effective as of
     February 26, 1997 (included as an exhibit to COMFORCE Corporation's Annual
     Report on Form 10-K for the year ended December 31, 1996 and incorporated
     herein by reference).

5.1  Opinion of Doepken Keevican & Weiss.

23.1 Consent of KPMG LLP.

23.2 Consent of PricewaterhouseCoopers, LLP.

23.3 Consent of Doepken Keevican & Weiss (included in the opinion filed as
     Exhibit 5.1 to this Registration Statement).

24.1 Powers of Attorney.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 45782}]
{"company-data": {"conformed-name": "COMFORCE CORP", "cik": "0000006814", "assigned-sic": "7363", "irs-number": "362362248", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56962", "film-number": "1567531"}, "business-address": {"street1": "415 CROSSWAYS PARK DRIVE", "street2": "P O BOX 9006", "city": "WOODBURY", "state": "NY", "zip": "11797", "phone": "5164373300"}, "mail-address": {"street1": "415 CROSSWAYS PARK DRIVE", "street2": "P O BOX 9006", "city": "WOODBURY", "state": "NY", "zip": "11797"}, "former-company": [{"former-conformed-name": "LORI CORP", "date-changed": "19920703"}, {"former-conformed-name": "APECO CORP", "date-changed": "19850814"}, {"former-conformed-name": "AMERICAN PHOTOCOPY EQUIPMENT CO", "date-changed": "19710516"}]}
Registration No333-_______________.
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
                             --------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                       under the Securities Act of 1933
                             --------------------

                             COMFORCE Corporation
              (Exact Name of Issuer as specified in its charter)
Delaware                                             36 - 2262248
(State or other jurisdiction of incorporation or organization)      (I.R.S. Employer Identification No.)

                   415 Crossways Park Drive
                        P.O. Box 9006
                      Woodbury, New York                                           11797
           (Address of principal executive offices)                              (Zip Code)
COMFORCE Corporation Long-Term Stock Investment Plan
                             (Full Title of Plan)

                               Harry Maccarrone
                           Executive Vice President
                             COMFORCE Corporation
                           415 Crossways Park Drive
                                 P.O. Box 9006
                           Woodbury, New York 11797
                    (Name and address of agent for service)

                                (516) 437-3300
         (Telephone number, including area code, of agent for service)
                             --------------------

                                   Copy to:
                           David G. Edwards, Esquire
                           Doepken Keevican & Weiss
                   58/th/ Floor, USX Tower, 600 Grant Street
                        Pittsburgh, Pennsylvania 15219

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                 Proposed Maximum         Proposed Maximum
  Title of Securities       Amount to be          Offering Price              Aggregate               Amount of
   to be Registered          Registered              per Share             Offering Price         Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock $.01 par        1,341,128             $1.63 (1)               $2,186,039 (1)             $547 (1)
value
--------------------------------------------------------------------------------------------------------------------
______________

(1)  Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(c) for the shares registered hereunder, being the average of the high
and low prices for the Registrant's Common Stock as reported on March 8, 2001.
PART I    INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.   Plan Information*

Item 2.   Registrant Information and Employee Plan Annual Information*

*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.

REOFFER PROSPECTUS

                             COMFORCE Corporation
                    Up to 1,341,128 Shares of Common Stock

          This prospectus relates to up to 1,341,128 shares of common stock of
COMFORCE Corporation that may be sold from time to time by the selling
stockholders named in this prospectus.  These shares are issuable to the selling
stockholders upon the exercise by them of options held by them under the
COMFORCE Corporation Long-Term Stock Investment Plan.

          The common stock is traded on the American Stock Exchange under the
symbol CFS. On March 8, 2001, the last reported sale price of the common stock
on the American Stock Exchange was $1.74 per share.

          Investing in the common stock involves certain risks. You should
carefully consider the risk factors beginning on page 2. Neither the Securities
and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined that this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.

                             COMFORCE Corporation
                           415 Crossways Park Drive
                                 P.O. Box 9006
                           Woodbury, New York 11797
                                (516) 437-3300

                The date of this Prospectus is March 13, 2001.
TABLE OF CONTENTS
Page
Risk Factors.................................................       3
Where You Can Find More Information..........................       7
The Company..................................................       8
Selling Stockholders.........................................       8
Use of Proceeds..............................................       8
Method of Sale...............................................       8
Legal Matters................................................       9
Experts......................................................       9
RISK FACTORS

          Before you invest in the common stock, you should consider carefully
the following factors, in addition to the other information contained in this
prospectus. In addition to historical information, this prospectus contains
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those projected or suggested in any
forward-looking statement. The factors discussed below and the other factors
discussed in this prospectus could cause or contribute to such differences.
Other factors which we have not yet identified could also cause or contribute to
such differences.

Our share price has been volatile and could be further impacted by the shares
offered in this offering.

          From time to time, the market price for our common stock has been, and
may continue to be, volatile. The market price may fluctuate because of our
quarterly operating results, the operating results of other staffing companies,
changes in general conditions in the economy, the financial markets or the
staffing industry, natural disasters or other developments. In addition, in
recent years the stock market has experienced extreme price and volume
fluctuations. This volatility has had a significant effect on the market prices
of securities issued by many companies for reasons unrelated to their operating
performance.

          In addition, a substantial number of shares of our common stock is
being offered for resale as a part of this offering. The sale of a substantial
number of shares of our common stock in the public market could cause the market
price of our common stock to decline.

Our high level of debt could adversely affect our ability to compete, limit our
ability to borrow and heighten our vulnerability to adverse economic conditions.

          We have a very high level of debt. Our level of debt could have
important consequences to you, including the following:

 .         we will have to use a substantial portion of our cash flow from
          operations to pay for debt service, rather than for operations or
          growth;

 .         our competitors with less debt could have a competitive advantage;

 .         we could be more vulnerable to economic downturns and less able to
          take advantage of significant business opportunities or react to
          changes in market or industry conditions;

 .         we will be vulnerable to increases in interest rates to the extent of
          borrowings under our bank credit facility; and

                                       3
.         we may have to dispose of material assets or operations or refinance
          our debt to meet our debt service obligations.

Our failure to generate sufficient cash flows to support our amortization
charges could require a write-off that adversely affects our financial condition
and results of operations.

          More than 50% of our total assets are intangible assets. These
intangible assets substantially represent amounts attributable to goodwill
recorded in connection with our acquisitions and are generally amortized over a
five to 40 year period. This amortization results in significant annual charges.
Various factors could impact our ability to generate the cash flows necessary to
support this amortization schedule, including

 .         fluctuations in the economy;

 .         the degree and nature of competition;

 .         demand for our services; and

 .         our ability to integrate the operations of acquired businesses, to
          recruit and place staffing professionals and to maintain gross margins
          in the face of pricing pressures.

          If we fail to generate sufficient cash flows to support the
amortization charge, an impairment of the asset may occur. The resulting write-
off could have a material adverse effect on our business, financial condition
and results of operations.

The terms of the agreements governing our debt could constrain us in our
operations and in pursuing corporate opportunities.

          The agreements governing the public debt obligations of our COMFORCE
Operating, Inc. subsidiary, and the credit facility to which we and our
subsidiaries are parties, contain restrictions that affect our ability to incur
debt, make distributions, make acquisitions, create liens, make capital
expenditures and affiliate payments and pay dividends. They also require us to
limit our capital expenditures, affiliate payments and dividends.  In addition,
our credit facility requires us to meet specified financial ratios and tests.

          Events beyond our control may affect our ability to comply with these
covenants and restrictions, and we may not achieve operating results that will
comply with the financial ratios and tests.  If we do not comply with these
covenants and restrictions, an event of default could occur.  An event of
default under any of our financing agreements could have a material adverse
effect on our business and financial condition if it is not cured or waived.

We may be unable to charge our customers for higher costs of employing staffing
personnel.

          We must pay unemployment insurance premiums and workers' compensation
benefits for our billable employees. The states in which our employees perform
services set unemployment insurance premiums annually. These premiums could
increase for various reasons, including increased levels of unemployment and the
lengthening of periods for which unemployment compensation is available.
Workers' compensation costs may increase if the various states in which we
conduct operations raise their required levels of compensation or liberalize
allowable claims. We are focusing on efforts to reduce our potential exposure to
such claims. We are largely self-insured with respect to workers' compensation
claims, but we maintain an umbrella insurance policy limiting our exposure for
self-insured claims to $250,000 per claim and a total of $2.9 million in any
year. However, we may incur costs related to workers' compensation claims at
rates higher than anticipated if we experience an increase in the number or the
severity of claims.

                                       4
Our costs could also increase as the result of any future health care
reforms.  Certain federal and state legislative proposals have included
provisions extending health insurance benefits to billable employees who do not
presently receive such benefits.

          We may not be able to increase the fees charged to our customers to an
amount sufficient to cover increased costs related to workers' compensation,
unemployment insurance and health care reforms or other employment-related
regulatory changes.

We have incurred losses in recent periods and we may continue to incur losses.

          We had net losses of $2.0 million for 1999 and $3.7 million for 1997
and net income of $0.8 million for 1998. In addition, we had a net loss before
extraordinary gains of $952,000 for the nine months ended September 30, 2000.
Our operations may not be profitable in the future.

We could face liability for the misconduct of our employees or for claims made
by them in the workplace.

          Contingent staffing and consulting firms are in the business of
employing people and placing them in the workplaces of other businesses. A risk
of such activity includes possible claims by our customers of employee
misconduct or negligence, claims of discrimination or harassment, claims
relating to employment of illegal aliens and other similar claims. We have
implemented policies and guidelines to minimize our exposure to these risks.
However, failure to follow these policies and guidelines may result in negative
publicity. In addition, we could be required to pay money damages or fines.
Although historically we have not had any significant problems in this area, we
may experience such problems in the future.

          We are also exposed to liability for actions taken by our employees
while on assignment, such as damage caused by their errors, misuse of customer
proprietary information or theft of customer property. We maintain insurance to
limit our exposure to these risks. However, because of the nature of our
assignments, in particular the access of our employees to customer information
systems and confidential information, and the potential liability for improper
acts by employees, insurance coverage may not continue to be available or may
not be adequate to cover any such liability.

Fluctuations in the general economy could reduce demand for our services.

          The general level of economic activity in the country significantly
affects demand for staffing and consulting services. Companies use staffing and
consulting services to manage personnel costs and changes in staffing needs, in
part due to business fluctuations. When economic activity increases, employers
often add employees from staffing and consulting companies before they hire
full-time employees. During such times, there is intense competition among
staffing and consulting companies for qualified personnel for placement, and we
may not be able to recruit and retain sufficient personnel to meet the needs of
our clients. Conversely, as economic activity slows, companies may choose to
reduce their usage of employees from staffing and consulting companies before
laying off their regular employees.

Heightened competition for staffing personnel and customers could adversely
impact our business.

          The contingent staffing and consulting industry is highly competitive.
Heightened competition for customers as well as for contingent personnel could
adversely impact our business in several ways:

 .         We may need to reduce our current fee scales without being able to
          reduce the personnel costs of our billable employees.

 .         Large, traditional staffing companies have begun to enter the
          specialty staffing and consulting sector. As a result, margins may
          decrease, particularly for the less highly skilled personnel in that
          sector.

                                       5
.         Barriers to entry in the contingent staffing business are low, and we
          could experience competition from additional competitors entering the
          business.

 .         We may not be able to fulfill our customers' needs because of
          shortages of qualified personnel, which currently exist in some
          specialty sectors and could continue to occur in the future.

 .         Customers could employ personnel directly (rather than using our
          services) to ensure the availability of such personnel.

          Some of our competitors have greater marketing, financial and
personnel resources than we do and could offer increased competition. We expect
that the level of competition will remain high in the future and that this
competition could affect our margins, which could have a material adverse effect
on our business, financial condition and results of operations.

The loss of key personnel could adversely affect our operations.

          We depend in a significant way on our management. Our success depends
upon the availability and performance of John Fanning, our Chairman and Chief
Executive Officer, and Harry Maccarrone, our Executive Vice President and Chief
Financial Officer. The loss of the services of either of these key persons could
have a material adverse effect upon our operations.

Control by insiders could inhibit a third party from seeking to acquire us.

          John Fanning, our Chairman and Chief Executive Officer, and Harry
Maccarrone, our Executive Vice President and Chief Financial Officer, together
currently control approximately 30% of our outstanding common stock. As a
result, they will have a significant influence on all issues submitted to our
stockholders. This concentration of ownership could limit the price that certain
investors might be willing to pay in the future for shares of our common stock
and could make it more difficult for a third party to acquire, or could
discourage a third party from attempting to acquire control of us.

Our board's ability to authorize and issue new classes of preferred stock could
be used to discourage a takeover.

          Our certificate of incorporation and bylaws authorize the issuance of
preferred stock and establish advance notice requirements for director
nominations and actions to be taken at stockholder meetings. These provisions
could discourage or impede a tender offer, proxy contest or other similar
transaction involving control of COMFORCE, including transactions in which the
stockholders might otherwise receive a premium for their shares over then
current market prices and other transactions that they may deem to be in their
best interests. In particular, preferred stock

 .         has a preferred position over the common stock in liquidation;

 .         generally has the right to a fixed or minimum dividend before any
          dividend is paid or accrued on the common stock;

 .         may have the right to approve certain extraordinary corporate matters;
          and

 .         could contain terms that would

          .    delay or prevent a change in control of COMFORCE;

          .    make removal of our present management more difficult;

                                       6
.    restrict the payment of dividends and other distributions to the
               holders of common stock; and

          .    make it more difficult for a hostile acquiror to gain control of
               COMFORCE.

Our business is dependent on our ability to attract staffing personnel.

          Our business depends on our ability to attract and retain personnel
who possess the skills and experience necessary to meet the staffing and
consulting requirements of our customers. Competition for individuals with
proven skills in certain areas, particularly information technology, is intense.
We compete for such individuals with other contingent staffing and consulting
firms, systems integrators, providers of outsourcing services, computer systems
consultants, customers and personnel agencies. We must continually evaluate and
upgrade our base of available personnel to keep pace with customers' changing
needs and emerging technologies. We may not be able to continue to attract
qualified personnel in sufficient numbers and on acceptable economic terms. In
addition, although the employment agreements we have entered into contain non-
compete covenants, we may not be able to effectively enforce such agreements
against our former employees.

A significant portion of our revenues are attributable to a few key customers
the loss of which could adversely affect our operations.

          As is common in the staffing industry, our engagements to provide
services to our customers are generally non-exclusive, of a short-term nature
and subject to termination by the customer with little or no notice, although
some of our business is done through long-term contracts and contracts that
provide us with the first opportunity to supply the personnel required by the
customer. During 1999, our four largest customers accounted for approximately
28% of our revenues. We also have numerous other significant customers. The loss
of or a material reduction in the revenues from any of our significant customers
could have a material adverse effect on our business, results of operations and
financial condition.

                      WHERE YOU CAN FIND MORE INFORMATION

          We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You can read and
copy any document filed by us at the public reference facilities maintained by
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. You may request
copies of these documents, upon payment of a duplicating fee, by writing the SEC
at the address in the previous sentence. Please call the SEC at 1-800-SEC-0330
for further information on the operation of its public reference room. Our SEC
filings are also available on the SEC's Website at "http://www.sec.gov".

          The SEC allows us to incorporate by reference information from other
documents that we file with it, which means that we can disclose important
information by referring you to those documents.  The information incorporated
by reference is an important part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information.  We incorporate by reference the following documents:

 .         Our Annual Report on Form 10-K for the year ended December 31, 1999.

 .         Our Quarterly Report on Form 10-Q for the quarter ended March 31,
          2000.

 .         Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000

 .         Our Quarterly Report on Form 10-Q for the quarter ended September 30,
          2000

 .         Our Current Report on Form 8-K dated December 19, 2000.

 .         The description of our common stock contained in our Form 8-A dated
          October 10, 1985, as amended by Amendment No. 1 on Form 8A/A dated
          July 25, 1997.

                                       7
In addition, we incorporate by reference all other documents filed by
us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this prospectus and prior to termination of this offering of common
stock. Such information will update the information set forth or previously
incorporated in this prospectus.

          You may request a copy of any of these documents, except exhibits to
the documents (unless the exhibits are specifically incorporated by reference),
at no cost, by writing or telephoning us at the following address:

          COMFORCE Corporation
          Attention: Linda Annicelli
          415 Crossways Park Drive
          P.O. Box 9006
          Woodbury, New York 11797
          (516) 437-3300

          You should rely only on the information contained in this document or
that we have referred you to.  We have not authorized anyone else to provide you
with different information.

                                  THE COMPANY

          We are a leading provider of specialty staffing, consulting and
outsourcing services, primarily to Fortune 500 companies for their information
technology, telecommunications, scientific and engineering-related needs.
Through a national network of 62 offices (48 company-owned and 14 licensed), we
recruit and place highly skilled contingent personnel and provide financial and
outsourcing services for a broad customer base, including Sun Microsystems,
Bellsouth Telecommunications, Inc. and Microsoft Corporation. Since entering the
staffing services business in 1995, we have grown significantly through a
combination of acquisitions and internal growth. Our contingent labor force
consists primarily of computer programmers, systems consultants and analysts,
engineers, technicians, scientists, researchers and skilled office support
personnel.

                             SELLING STOCKHOLDERS

          The table attached as Annex I hereto sets forth, as of the date of
this Prospectus or a subsequent date if amended or supplemented, (a) the name of
each selling stockholder and his or her relationship to COMFORCE during the past
three years; (b) the number of shares of common stock each selling stockholder
beneficially owns (assuming that all options and restricted shares which they
have previously been granted are fully vested and free from restrictions on
transfer); (c) the number of shares of common stock offered pursuant to this
Prospectus by each selling stockholder; and (d) the amount and percentage of the
common stock outstanding to be held by such selling stockholder after giving
effect to the offering of the common stock covered by this Prospectus. The
information contained in Annex I may be amended or supplemented from time to
time.

                                USE OF PROCEEDS

          COMFORCE will not receive any of the proceeds from the sale of the
shares by the selling stockholders.  However, COMFORCE will receive the amount
of the exercise price of the options if and when the options are exercised and
the shares are purchased by the selling stockholders.

                                 METHOD OF SALE

          The selling stockholders may offer and sell the shares of common stock
to which this prospectus relates from time to time in one or more types of
transactions (which may include block transactions) on the American Stock
exchange, where our common stock is listed for trading under the symbol CFS, in
other markets where our common stock is traded, in negotiated transactions,
through put or call options transactions, through short sales transactions,

                                       8
or through a combination of such methods of sale. The selling stockholders will
sell the common stock at prices which are current when the sales take place or
at other prices to which the parties agree. The selling stockholders may use
brokers or dealers to sell the shares, and will pay any brokerage fees or
commissions relating to sales in amounts to be negotiated by the parties prior
to sale. The selling stockholders and any brokers or dealers participating in
the sale of the common stock may be deemed to be underwriters within the meaning
of the Securities Act of 1933, and any discounts and commissions received by
them and any profit realized by them on the resale of the shares may be deemed
to be underwriting discounts or commissions under the Securities Act of 1933.
Some shares may also be sold by other people or entities that have received the
shares from the selling stockholders by gift, by operation of law, including the
laws of descent and distribution, or by other transfers or assignments.

          The selling stockholders also may resell all or a portion of the
shares in open market transactions in reliance upon Rule 144 under the
Securities Act of 1933, provided the selling stockholders meet the criteria and
conform to the requirements of this rule.

                                 LEGAL MATTERS

          Doepken, Keevican & Weiss Professional Corporation, Pittsburgh,
Pennsylvania, will render a legal opinion on the validity of the common stock
being offered.

                                    EXPERTS

          The consolidated balance sheet of COMFORCE Corporation and
Subsidiaries as of December 31, 1999, and the related consolidated statements of
operations, changes in stockholders' equity, cash flows and financial statement
schedule for the year ended December 31, 1999 are incorporated in this
prospectus and registration statement by reference in reliance upon the report
of KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of that firm as experts in accounting and
auditing.

          The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 1998, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                                       9
ANNEX I

                            SELLING STOCKHOLDERS (1)
Shares Beneficially Owned
                                                                             After Offering:  (2)
                                          Shares           Shares          -------------------------
                    Relationships to   Beneficially       Offered
       Name             COMFORCE           Owned           Hereby          Number        Percentage
       ----         ----------------   ------------       -------          ------        ----------
John C. Fanning (3) Chairman and           5,452,379      200,000        5,252,379           31.2%
                    Chief Executive
                    Officer

Harry Maccarrone    Executive Vice         5,298,731      130,000        5,168,731           30.8%
 (4)                President and
                    Secretary
________________________
(1)  Assumes that all options held by the listed individuals are fully vested
     and exercisable.  Shares deemed beneficially owned by virtue of these
     assumptions are treated as outstanding for purposes of determining
     beneficial ownership by such individual.  Certain of the options have not
     vested and will not vest within 60 days after the date hereof.

(2)  Assumes the sale of all securities offered hereby.

(3)  The shares beneficially owned by Mr. Fanning, the Chairman and Chief
     Executive Officer of the Company, include (1) 24,200 shares currently held
     of record by him, (2) 3,606,564 shares owned by the John C. Fanning
     Irrevocable Trust, of which Mr. Fanning is the beneficiary, (3) 1,421,615
     shares held by a limited partnership of which the John C. Fanning
     Irrevocable Trust is the general partner, (4) 200,000 shares issuable to
     him upon exercise of an option at an exercise price of $5.25 per share and
     (5) 200,000 shares issuable to him upon exercise of an option at an
     exercise price of $2.00 per share.  Mr. Fanning disclaims beneficial
     ownership of shares owned by the limited partnership in excess of his
     proportionate interest in the limited partnership. Harry Maccarrone holds
     sole voting power with respect to the shares held by the limited
     partnership and the John C. Fanning Irrevocable Trust.

(4)  The shares beneficially owned by Mr. Maccarrone, Executive Vice President
     and Secretary of the Company, include (1) 10,552 shares currently held of
     record by him, (2) 30,000 shares issuable to him upon exercise of an option
     at an exercise price of $7.00 per share, (3) 100,000 shares issuable to him
     upon exercise of an option at an exercise price of $5.25 per share, and (4)
     130,000 shares issuable to him upon exercise of options at an exercise
     price of $2.00 per share, (5) 3,606,564 shares owned by the John C. Fanning
     Irrevocable Trust, of which Mr. Maccarrone is the trustee, and (6)
     1,421,615 shares held by a limited partnership of which the John C. Fanning
     Irrevocable Trust is the general partner. Harry Maccarrone holds sole
     voting power with respect to the shares held by the limited partnership and
     the John C. Fanning Irrevocable Trust.

                                       10
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Registrant has incorporated by reference in this Registration Statement
the documents listed below.  These documents have been filed with the Securities
and Exchange Commission under the Securities Exchange Act of 1934.

     1.   The Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1999.

     2.   The Registrant's Quarterly Report on Form 10-Q for the quarter ender
          March 31, 2000.

     3.   The Registrant's Quarterly Report on Form 10-Q for the quarter ender
          June 30, 2000.

     4.   The Registrant's Quarterly Report on Form 10-Q for the quarter ender
          September 30, 2000.

     5.   The description of the Registrant's Common Stock included in the
          Registration Statement on Form 8-A dated October 10, 1985, as amended
          by Amendment No. 1 on Form 8A/A dated July 25, 1997, including any
          subsequent amendment or any report filed for the purpose of updating
          such description.

     6.   The Registrant's Form 8-K filed on December 19, 2000.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents.

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Not Applicable.

Item 6. Indemnification of Directors and Officers.

     The Registrant's Bylaws effectively provide that the Registrant, to the
full extent permitted by Section 145 of the Delaware General Corporation Law,
shall indemnify all directors and officers of the Registrant and may indemnify
all employees, representatives and other persons as permitted pursuant thereto.
Section 145 permits a corporation to indemnify its directors and officers
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by a third party if such directors or
officers acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful.  In derivative actions, indemnification may also be made for expenses
actually and reasonably incurred by directors and officers in connection with
the defense or settlement of an action or suit if they shall have acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interest of the corporation, except that no indemnification shall be made
if such person

                                       11
shall have been adjudged liable to the corporation, unless and only to the
extent that the court of chancery or the court in which the action or suit was
brought shall determine upon application that the defendant officers or
directors are fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability. Section 145 further provides that to the
extent any present or former officer or director has been successful on the
merits or otherwise in any defense of any such action, suit or proceeding, such
person shall be indemnified against expenses (including attorney's fees)
actually and reasonably incurred by such person in connection therewith.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.

Item 9.  Undertakings.

         The Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this registration
statement;

          (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (4) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is

                                       12
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                       13
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be filed on its behalf
by the undersigned, thereunto duly authorized, in the City of Woodbury, State of
New York, on March 9, 2001.

                                         COMFORCE Corporation
                                         (Registrant)

                                  By:    /s/ Harry Maccarrone
                                         --------------------
                                         Executive Vice President
                                         and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, the
undersigned, being the members of the Stock Option Committee, have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Woodbury, State of New York on March 9,
2001.

                                  COMFORCE Corporation Stock Option Committee

                                  By:    /s/ Keith Goldberg
                                         ------------------
                                         Keith Goldberg, Committee Member

                                         /s/ Gordon Robinett
                                         -------------------
                                         Gordon Robinett, Committee Member

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE                              TITLE                        DATE
---------------------------    ------------------------------------    -------------
/s/ John C. Fanning*            Chairman, Chief Executive
---------------------------
    John C. Fanning             Officer and Director
                                (Principal Executive Officer)          March 9, 2001

/s/ Harry Maccarrone            Executive Vice President,
---------------------------
    Harry Maccarrone            Chief Financial Officer
                                and Director (Principal Financial
                                and Accounting Officer)                March 9, 2001

/s/ Kenneth Daley*              Director                               March 9, 2001
---------------------------
  Kenneth Daley

/s/ Keith Goldberg*             Director                               March 9, 2001
---------------------------
  Keith Goldberg

/s/ Gordon Robinett*            Director                               March 9, 2001
---------------------------
  Gordon Robinett

/s/ Daniel Raynor*              Director                               March 9, 2001
---------------------------
  Daniel Raynor

* By: /s/ Harry Maccarrone      Attorney-in-Fact                       March 9, 2001
      ---------------------
        Harry Maccarrone
14
Index to Exhibits

4.1  COMFORCE Corporation Long-Term Stock Investment Plan (included in Annex A
     to COMFORCE Corporation's Definitive Proxy Statement filed with the
     Commission on June 30, 1997, as amended as set forth in Proposal No. 2 of
     COMFORCE Corporation's Definitive Proxy Statement filed with the Commission
     on April 28, 2000, which portions of such Proxy Statements are incorporated
     herein by reference).

4.2  Restated Certificate of Incorporation of COMFORCE Corporation, as amended
     by Certificates of Amendment filed with the Delaware Secretary of State on
     June 14, 1987 and February 12, 1991 (included as an exhibit to Amendment
     No. 1 to the Registration Statement on Form S-1 of COMFORCE Corporation
     filed with the Commission on May 10, 1996 (Registration No. 033-6043) and
     incorporated herein by reference).

4.3  Certificate of Ownership (Merger) of COMFORCE Corporation into Lori
     Corporation (included as an exhibit to COMFORCE Corporation's Annual Report
     on Form 10-K for the year ended December 31, 1995 and incorporated herein
     by reference).

4.4  Certificate of Amendment of Certificate of Incorporation of COMFORCE
     Corporation filed with the Secretary of State of Delaware on October 28,
     1996.

4.5  Bylaws of COMFORCE Corporation, as amended and restated effective as of
     February 26, 1997 (included as an exhibit to COMFORCE Corporation's Annual
     Report on Form 10-K for the year ended December 31, 1996 and incorporated
     herein by reference).

5.1  Opinion of Doepken Keevican & Weiss.

23.1 Consent of KPMG LLP.

23.2 Consent of PricewaterhouseCoopers, LLP.

23.3 Consent of Doepken Keevican & Weiss (included in the opinion filed as
     Exhibit 5.1 to this Registration Statement).

24.1 Powers of Attorney.