As filed with the Securities and Exchange Commission on July 2, 1999

                                                       Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933

                              COMFORCE Corporation
             (Exact name of registrant as specified in its charter)

          Delaware                      7361                     36 - 2262248
(State or other jurisdiction     (Primary Standard             (I.R.S Employer
     of incorporation        Industrial Classification       Identification No.)
      or organization)            Code Number)

                              --------------------

                              COMFORCE Corporation
                            415 Crossways Park Drive
                                  P.O. Box 9006
                            Woodbury, New York 11797
                                 (516) 437-3300
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                              --------------------

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



 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                              --------------------

                                    Copy to:

                            David G. Edwards, Esquire
                Doepken Keevican & Weiss Professional Corporation
                              58th Floor, USX Tower
                                600 Grant Street
                       Pittsburgh, Pennsylvania 15219-2703
                                 (412) 355-2600
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                              --------------------


<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------

                                                                                      Proposed
                                                                Proposed               Maximum              Amount
           Title of                      Amount                  Maximum              Aggregate               of
          Securities                      To Be              Offering Price           Offering             Registra-
       to be Registered                Registered             Per Share(1)             Price(1)            tion Fee
-------------------------------  ----------------------- ----------------------  -------------------  ------------------
<S>                                      <C>                     <C>                  <C>                 <C>
Shares of common stock,                  330,000                 $5.41                $1,785,000          $496.23
$0.01 par value per share,
of COMFORCE
Corporation
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated  solely for the  purpose of  calculating  the  registration  fee.
     Pursuant to Rules  457(h)(1) under the Securities Act of 1933, the Proposed
     Maximum  Offering Price Per Share is based upon the option  exercise prices
     of the securities being registered.  The average weighted exercise price of
     the shares issuable upon exercise of the options is $5.41.


     This Registration  Statement is being filed pursuant to General Instruction
E of Form S-8 in order to register  additional  securities  of the same class as
other  securities  for which  registration  statements on this form relating the
COMFORCE Corporation  Long-Term Stock Investment Plan is effective.  On July 28,
1997,  the  Registrant  filed a  registration  statement  or Form S-8  (File No.
333-32271) to register  3,074,372 shares of the Registrant,  and on February 24,
1998, the Registrant  filed a registration  statement on Form S-8  (Registration
No. 333-46787) to register an additional 254,500 shares of the Registrant.




<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. The Registrant is not
registering  hereunder  and has not  registered  under  the Form S-8  (File  No.
333-32271)  filed July 28,  1997 or the Form S-8  (Registration  No.  333-46787)
filed February 24, 1998 555,628 shares in the aggregate claimed by Austin Iodice
(and/or  Nitsua,  Ltd.)  and  Anthony  Giglio  to be  issuable  to them upon the
exercise of options under the  Registrant's  Long-Term  Stock  Investment  Plan.
Registrant  maintains  that the options to  purchase  such  555,628  shares have
terminated.


REOFFER PROSPECTUS


                              COMFORCE Corporation
                        3,658,872 Shares of Common Stock

     This prospectus  relates to the up to 3,658,872  shares of our common stock
which the people identified under "Selling Stockholders" may offer and sell 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,  or in a combination of such methods of sale.
They will sell the  common  stock at prices  to which  the  parties  agree.  The
selling   stockholders  may  or  may  not  use  brokers  and  dealers  in  these
transactions. The respective selling stockholders will pay any brokerage fees or
commissions relating to sales by them. See "Method of Sale."

     We may issue these shares of common stock to the selling  stockholders upon
the exercise by the selling  stockholders of options we have previously  awarded
to them.

     We will not  receive  any of the  proceeds  from any  sales by the  selling
stockholders.  We will pay all of the expenses  associated with the registration
of the common stock and this prospectus.

     On June 30, 1999,  the last  reported sale price of the common stock on the
American Stock Exchange was $3.00 per share.

     See "Risk Factors"  beginning on page 6 of this prospectus for a discussion
of certain risks and other factors that you should  consider  before  purchasing
our common stock.

                                   -----------

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved  of these  securities,  and they have not
determined if this prospectus is truthful and complete.  Any  representation  to
the contrary is a criminal offense.

                                   -----------

                  The date of this Prospectus if July 2, 1999.



<PAGE>



                                TABLE OF CONTENTS
                                                                            Page

Where You Can Find More Information ...........................................2
Risk Factors...................................................................3
The Company....................................................................8
Selling Stockholders...........................................................9
Use of Proceeds................................................................9
Method of Sale.................................................................9
Legal Matters.................................................................10
Experts.......................................................................10
Annex 1 -- Selling Stockholders...............................................11


                       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:

o    Our Annual Report on Form 10-K for the fiscal year ended December 31, 1998.

o    Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.

o    Our Current Reports on Form 8-K dated January 7, 1999 and May 7, 1999.

o    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.

o    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.

     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.


                                        2

<PAGE>



                                  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.

Effect of Fluctuations in the General Economy

     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.

Highly Competitive Market

     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:

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

o    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.

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

o    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 occur in the future.

o    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.


                                        3

<PAGE>



Dependence on Availability of Qualified 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  changing  customers'  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.

Liabilities for Customer and Employee Actions

     Contingent  staffing and consulting  firms are in the business of employing
people and placing them in the workplace of other businesses.  An attendant risk
of such activity includes possible claims by customers of employee misconduct or
negligence,   claims  of  discrimination  and  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,  a
failure to follow these policies and guidelines may result in negative publicity
and 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 employee  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.

Increases in Employment Related Costs

     We must pay  unemployment  insurance  premiums  and  workers'  compensation
benefits  for our  billable  employees.  The states in which  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 various states in which we conduct
operations raise 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 $2.3  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.

     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  in a
sufficient  amount to cover  increased  costs related to workers'  compensation,
unemployment  insurance  and health  care  reforms  or other  employment-related
regulatory changes.


                                        4

<PAGE>




Potential Impairment of Intangible Assets

     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 earnings  necessary to support
this amortization schedule, including

o    fluctuations in the economy;

o    the degree and nature of competition;

o    demand for our services; and

o    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  earnings  necessary  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.

Substantial Leverage

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

o    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;

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

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

o    we will be  vulnerable  to  increases  in  interest  rates to the extent of
     borrowings under our senior credit facility;


o    we may not be able to obtain  additional  financing  for  working  capital,
     capital expenditures, debt service requirements or other purposes; and

o    we may have to dispose of material  assets or  operations  or refinance our
     debt to meet our debt  service  obligations.  We may not be  successful  in
     accomplishing these actions if any of them becomes necessary.

Restrictions Imposed by Terms of Indebtedness

     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.


                                        5

<PAGE>



     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.

Year 2000 Issues Could Disrupt our Operations

     Many  existing  computer  systems and  software  products  do not  properly
recognize  dates after  December 31, 1999.  This Year 2000 issue could result in
system failures or miscalculations causing disruptions of operations, including,
among  others,  a  temporary   inability  to  process   financial   information,
communicate  with our customers and our various field  offices,  issue bills and
payroll statements and otherwise engage in similar normal business activities.


     We initiated a major system conversion  beginning in early 1998 in order to
improve access to business  information  through  common,  integrated  computing
systems nationwide.  Our conversion to these new systems,  which are expected to
make our information technology systems fully Year 2000 compliant,  has not been
completed.  If this  conversion is not  completed by December 31, 1999,  certain
portions of our existing systems are not expected to be Year 2000 compliant.  If
our systems' functions are impaired on January 1, 2000, we believe that we would
be able to perform necessary functions through manual intervention. However, the
use of manual  intervention  would  significantly  disrupt our operations and we
would be unable to continue manual  processing for an extended period.  Any such
disruptions  would represent a significant  drain on our financial and personnel
resources.

     As a part of our Year 2000 compliance program, we are in communication with
material customers,  vendors and service providers in order to assess their Year
2000  readiness  and seek to ensure  that they will be Year 2000  compliant.  We
believe that Year 2000 issues faced by these  customers  and  providers,  if not
effectively remediated, could adversely affect our business. Other factors which
could  potentially  cause us to suffer  business  interruptions  or other losses
include  our  failure  to  identify  latent  or  other  non-compliant  codes  or
technologies, or the ineffectiveness of any contingency plans we put in place to
mitigate  the  effects  of  interruptions  in our  businesses  due to Year  2000
problems.

Future Capital Needs; Potential Dilution

     We may need  additional  financing to fund our  strategy of growth  through
market development and selective acquisitions.  If we issue equity securities to
secure any needed  financing,  our  stockholders may experience  dilution.  Such
equity securities may have rights, preferences, or privileges senior to those of
the common stock. If we issue debt securities,  our leverage would increase. See
" --Substantial Leverage."

Risks Associated with Acquisitions

     Since October 1995, we have completed 10 acquisitions. Acquisitions involve
special  risks,  including  unanticipated   liabilities  and  contingencies  and
difficulties  related to the  integration  of the  acquired  businesses.  We are
currently in the process of integrating the various  information  systems of the
acquired  businesses.  Any  significant  delay in, or  increase  in the cost of,
completing this systems  integration could have a material adverse effect on our
business, financial condition and results of operations.

Dependence on Key Personnel

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

                                        6

<PAGE>




Control by Insiders

     John Fanning,  Chairman and Chief  Executive  Officer,  currently  controls
nearly 30% of our outstanding common stock. As a result, Mr. Fanning 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 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.

Anti-Takeover Provisions

     Our  Certificate  of  Incorporation  and Bylaws  authorize  the issuance of
"blank check"  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

o    has a preferred position over the common stock on liquidation;

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

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

o    could contain terms that would

     o    delay or prevent a change in control of COMFORCE;

     o    make removal of our present management more difficult;

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

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

No Cash Dividends

     For the  foreseeable  future  we  expect to  retain  our  earnings  for the
operation  and  expansion of our  business.  Thus,  we do not expect to pay cash
dividends  on our common  stock.  In addition,  our  revolving  credit  facility
prohibits the payment of cash  dividends on the common stock without the consent
of the lender.

Historical Losses

     On a historical basis, we had net losses of $3.7 million for the year ended
December  31,  1997.  While we had net  income of  $805,000  for the year  ended
December 31, 1998, we had net losses in the quarter ended March 31, 1999 of $1.2
million and our operations may not be profitable in the future.

Risks Related to the Loss of Key Customers

     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

                                        7

<PAGE>



the personnel  required by the customer.  For the year ended  December 31, 1998,
one customer  accounted  for  approximately  10% of our revenues and the largest
four customers  accounted for  approximately  31% 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.

Possible Volatility of Stock Price

     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.


                                   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 66 offices (47 company-owned  and 19 licensed),  we recruit and place
highly  skilled  contingent  personnel and provides  financial  and  outsourcing
services for a broad  customer base of over 2,300  companies,  including  Boeing
Corporation,  Microsoft  Corporation  and  Sun  Microsystems.  Our  labor  force
includes  over 8,000  billable  employees  (on a  full-time  equivalent  basis),
consisting primarily of computer programmers,  systems consultants and analysts,
engineers,  technicians,  scientists,  researchers  and skilled  office  support
personnel.  Since entering the staffing services business in 1995, we have grown
significantly through a combination of acquisitions and internal growth.

     We operate the Staff  Augmentation  segment of our business  through  three
divisions -- Information  Technology  (IT),  Telecom and Staffing  Services.  We
operate the  Financial  Services  segment of our business  through our Financial
Services  Division.  A  description  of the types of  services  provided by each
division follows:

     o    Our  IT  division  provides  highly  skilled  programmers,  help  desk
          personnel,  systems  consultants and analysts,  software engineers and
          project managers for a wide range of technical assignments,  including
          client/server, mainframe, desktop services and Internet/Intranet.

     o    Our Telecom  division  provides  skilled  personnel  to plan,  design,
          engineer,    install    and    maintain    wireless    and    wireline
          telecommunications systems, including cellular, PCS, microwave, radio,
          satellite and other networks.

     o    Our Staffing Services  division includes the Technical  Services group
          and the  Professional  Services  group.  Our Technical  Services group
          provides  staffing for national  laboratory  research in such areas as
          environmental safety,  alternative energy source development and laser
          technology,   and  provides   highly-skilled   labor  meeting  diverse
          commercial  needs  in  the  avionics  and  aerospace,   architectural,
          automotive, energy and power, pharmaceutical, marine and petrochemical
          fields.  Our Professional  Services group provides highly  specialized
          professional    chemists,    biologists,     engineers,     laboratory
          instrumentation   operators,   technicians  and  others  to  companies
          involved in  pharmaceutical,  environmental,  biotech  and  processing
          businesses.

     o    Through our Financial Services' PrO Unlimited  subsidiary,  we provide
          confidential  consulting  and  conversion  services to companies  that
          require  assistance in complying with regulations  associated with the
          use of independent  contractors,  returning  retirees and consultants.
          The Financial Services

                                        8

<PAGE>



          segment also includes outsourcing  services to independent  consulting
          and staffing  companies,  in which we provide payroll funding services
          and back office support to those clients.


                              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 us during  the past three
years;  (b) the  number  of shares of common  stock  each  selling  stockholders
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 to include other persons who may from time to acquire "control  securities"
or "restricted securities" as described under General Instruction C of Form S-8.


                                 USE OF PROCEEDS

     We will not receive any proceeds  from the sale of the common stock offered
by the selling stockholders.


                                 METHOD OF SALE

     We are not aware of any plan of distribution  with respect to the shares of
common stock offered by this prospectus. This prospectus relates to the possible
offer and sale from time to time by the selling  stockholders of their shares of
common  stock which they may receive  upon the exercise of options or which they
may transfer upon the lapse of restrictions on restricted shares.  These options
and restricted  shares have been issued under employment  agreements  between us
and such selling  stockholders.  We have  registered  their shares for resale to
provide them with freely tradeable  securities.  However,  registration of their
shares  does not  necessarily  mean that  they  will  offer or sell any of their
shares.  We will not receive  any  proceeds  from the  offering or sale of their
shares.

     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,  or
in a  combination  of such  methods of sale.  They 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  respective  selling  stockholders  may use brokers or
dealers  to sell the  shares,  and will pay any  brokerage  fees or  commissions
relating to sales by them in amounts to be negotiated by them 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, as amended (the "Securities Act"), 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 and commissions under the
Securities  Act. Some shares may also be sold by other people or entities  which
receive  the shares  from one or more of the selling  stockholders  by gift,  by
operation of law  (including the laws of descent and  distribution)  or by other
transfers or assignments.

     Selling  stockholders  also may resell all or a portion of their  shares in
open market  transactions  in reliance upon Rule 144 under the  Securities  Act,
provided they meet the criteria and conform to the requirements of such Rule.


                                        9

<PAGE>



                                  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 sheets of COMFORCE Corporation and Subsidiaries as
of December 31, 1998 and 1997,  and the  consolidated  statements of operations,
changes in  stockholders'  equity and cash flows for each of the three  years in
the  period  ended  December  31,  1998,   incorporated  by  reference  in  this
prospectus,  have  been  incorporated  herein  in  reliance  on  the  report  of
PricewaterhouseCoopers  LLP, independent accountants,  given on the authority of
that firm as experts in accounting and auditing.


                                       10

<PAGE>




                                     ANNEX I

                            SELLING STOCKHOLDERS (1)

<TABLE>
<CAPTION>
                                                                                             Shares Beneficially Owned
                                                   Shares                Shares                 After Offering:  (2)
                          Relationships to      Beneficially            Offered             --------------------------
          Name                 COMFORCE            Owned                 Hereby             Number          Percentage
          ----                 --------            -----                 ------             ------          ----------
<S>                       <C>                   <C>                      <C>               <C>                 <C>
John C. Fanning           Chairman and          4,955,579                200,000           4,755,579           29.4%
                          Chief Executive
                          Officer

Harry Maccarrone          Executive Vice        4,861,931                130,000           4,731,931           29.2%
                          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.

(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)  3,398,169  shares  owned by the  John C.  Fanning
     Irrevocable  Trust, of which Mr. Fanning is the beneficiary,  (3) 1,333,210
     shares  held  by a  limited  partnership  of  which  the  John  C.  Fanning
     Irrevocable Trust is the general partner and (4) 200,000 shares issuable to
     him upon exercise of an option at an exercise price of $5.25 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) 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,  (4)
     3,398,169 shares owned by the John C. Fanning  Irrevocable  Trust, of which
     Mr.  Maccarrone is the trustee,  and (5) 1,333,210 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.



                                       11

<PAGE>



                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  previously  filed by COMFORCE  Corporation  (the
"Company" or the "Registrant"),  are incorporated  herein by reference and shall
be deemed to be a part hereof:

     1.   The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          December 31, 1998.

     2.   The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 31, 1999.

     3.   The  Company's  Current  Reports on Form 8-K dated January 7, 1999 and
          May 7, 1999.

     4.   The  description of the Company's  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.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 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,  are 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 (such documents,  and the documents enumerated
in  paragraphs  (1)  through  (4)  above,  being  hereinafter   referred  to  as
"Incorporated Documents").

     Any statement  contained in an Incorporated  Document shall be deemed to be
modified or superseded for purposes of this registration Statement to the extent
that  a  statement   contained  herein  or  in  any  other   subsequently  filed
Incorporated  Document  modifies or supersedes  such first  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

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  Company's  Bylaws  effectively  provide that the Company,  to the full
extent  permitted by Section 145 of the General  Corporation Law of the State of
Delaware,  as amended from time to time  ("Section  145"),  shall  indemnify all
directors  and  officers  of  the  Company  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 a derivative action,  indemnification may be made only for expenses
actually and  reasonably  incurred by directors and officers in connection  with
the defense or settlement of an action or suit and only with respect to a matter
as to which they shall

                                       12

<PAGE>



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 shall have been adjudged liable to
the  corporation,  unless  and only to the  extent  that the  court in which the
action or suit was brought shall determine upon  application  that the defendant
officers or directors  are  reasonably  entitled to indemnity  for such expenses
despite such adjudication of liability.

     COMFORCE has entered into separate indemnification  agreements with certain
of  its  current  directors,  officers  and  employees.  The  Company  maintains
insurance  against  liabilities under the Securities Act of 1933 for the benefit
of its officers and directors.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the  "Securities  Act") may be  permitted  to  directors,  officers  or
persons  controlling  the Company  pursuant  to the  foregoing  provisions,  the
Company has been  informed  that in the opinion of the  Securities  and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is therefore unenforceable.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

2.1       Agreement  and Plan of  Merger,  dated as of August 13,  1997,  by and
          among  COMFORCE  Corporation,  COMFORCE  Columbus,  Inc.  and Uniforce
          Services, Inc. (included as an exhibit to the Company's Current Report
          on  Form  8-K  dated  August  20,  1997  and  incorporated  herein  by
          reference).

2.2       Stockholders  Agreement,  dated as of August  13,  1997,  by and among
          COMFORCE  Corporation,  COMFORCE  Columbus,  Inc.,  John  Fanning  and
          Fanning  Limited  Partnership,  L.P.  (included  as an  exhibit to the
          Company's  Current  Report  on Form  8-K  dated  August  20,  1997 and
          incorporated herein by reference).

2.3       Registration Rights Agreement dated as of August 13, 1997 by and among
          the Company, John Fanning and Fanning Asset Partners,  L.P., a Georgia
          limited partnership  (included as an exhibit to Amendment No. 2 to the
          Registration  Statement  on Form  S-4 of the  Company  filed  with the
          Commission on October 24, 1997 and incorporated herein by reference).

3.1       Restated  Certificate of Incorporation  of the Company,  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 the
          Company  filed with the  Commission  on May 10, 1996 and  incorporated
          herein by reference).

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

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

3.4       Certificate of Ownership (Merger) of AZATAR into the Company (included
          as an  exhibit  to the  Company's  Current  Report  on Form 8-K  dated
          November 8, 1996 and incorporated herein by reference).


                                       13

<PAGE>



4.1       Indenture  dated as of November  26,  1997 with  respect to 12% Senior
          Notes due 2007  between  COMFORCE  Operating,  Inc.,  as  issuer,  and
          Wilmington  Trust Company,  as trustee  (included as an exhibit to the
          Company's  Current  Report  on Form 8-K  dated  December  9,  1997 and
          incorporated herein by reference).

4.2       Indenture  dated as of November  26,  1997 with  respect to 15% Senior
          Secured PIK  Debentures  due 2009  between  COMFORCE  Corporation,  as
          issuer,  and The Bank of New York, as trustee  (included as an exhibit
          to the Company's Current Report on Form 8-K dated December 9, 1997 and
          incorporated herein by reference).

5.1*      Opinion of Doepken Keevican & Weiss.

10.1      Loan and  Security  Agreement  dated as of  November  26,  1997  among
          COMFORCE  Corporation  and specified  subsidiaries  thereof and Heller
          Financial, Inc., as lender and agent for other lenders (included as an
          exhibit to the Company's  Current Report on Form 8-K dated December 9,
          1997 and incorporated herein by reference).

10.2      Purchase  Agreement,  dated as of November  19,  1997,  by and between
          COMFORCE  Operating,  Inc. and NatWest  Capital  Markets  Limited,  as
          Initial  Purchaser   (included  as  an  exhibit  to  the  Registration
          Statement  on Form S-4 of the  Company  filed with the  Commission  on
          December 24, 1997 and incorporated herein by reference).

10.3      Purchase  Agreement,  dated as of November  19,  1997,  by and between
          dated as of November 26, 1997,  by and between the Company and NatWest
          Capital Markets Limited,  as Initial Purchaser (included as an exhibit
          to the  Registration  Statement on Form S-4 of the Company  filed with
          the  Commission  on  December  24,  1997 and  incorporated  herein  by
          reference).

10.4      Warrant  Agreement  dated November 26, 1997 by and between the Company
          and The Bank of New York, as Warrant Agent  (included as an exhibit to
          the  Registration  Statement on Form S-4 of the Company filed with the
          Commission on December 24, 1997 and incorporated herein by reference).

10.5      Pledge  Agreement  dated  November 26, 1997 by and between the Company
          and The Bank of New York, as Collateral  Agent (included as an exhibit
          to the  Registration  Statement on Form S-4 of the Company  filed with
          the  Commission  on  December  24,  1997 and  incorporated  herein  by
          reference).

10.6      Employment  Agreement dated as of January 1, 1999 between the Company,
          COMFORCE  Operating,  Inc. and John C. Fanning (included as an exhibit
          to the  Company's  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 1998 and incorporated herein by reference).

10.7      Employment  Agreement dated as of January 1, 1999 between the Company,
          COMFORCE Operating,  Inc. and Harry Maccarrone (included as an exhibit
          to the  Company's  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 1998 and incorporated herein by reference).

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

23.2*     Consent of PricewaterhouseCoopers LLP.

24.1*     Powers of Attorney.


----------
* Filed herewith.


                                       14

<PAGE>



Item 9.  Undertakings.

(a)  The Registrant hereby undertakes:

(a)  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; and

    (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 (a)(1)(i) and (a)(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
Exchange Act that are incorporated by reference in this 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 the time shall be deemed to be the initial bona
fide offering thereof.

     (3) 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.

(b)  The  undersigned   Registrant  hereby  undertakes  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 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 this Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such  securities at the time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to  directors,  officers and  controlling  persons of a
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 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 a 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.


                                       15

<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 July 2, 1999.

                                                COMFORCE Corporation
                                                (Registrant)

                                            By:  /s/ Robert H.B. Baldwin, Jr.
                                                --------------------------------
                                                Robert H.B. Baldwin, Jr.,
                                                Chief Financial Officer

     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
------------------------------             Officer and Director
    John C. Fanning                        (Principal Executive Officer)      July 2, 1999


/s/ Harry Maccarrone*                      Executive Vice President
------------------------------             and Director (Principal
    Harry Maccarrone                       Accounting Officer)                July 2, 1999


/s/ Robert H.B. Baldwin, Jr.               Senior Vice President and
------------------------------             Chief Financial Officer
     Robert H.B. Baldwin, Jr.              (Principal Financial Officer)      July 2, 1999


/s/ Gordon Robinett*                       Director                           July 2, 1999
------------------------------
     Gordon Robinett

/s/ Daniel Raynor*                         Director                           July 2, 1999
------------------------------
     Daniel Raynor

/s/ Kenneth Daley*                         Director                           July 2, 1999
------------------------------


* By:  /s/ Robert H.B. Baldwin, Jr.        Attorney-in-Fact                   July 2, 1999
       --------------------------------
            Robert H.B. Baldwin, Jr.
</TABLE>


                                       16
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 58468}]
{"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": "333-82199", "film-number": "99658788"}, "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"}]}
As filed with the Securities and Exchange Commission on July 2, 1999

                                                       Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933

                              COMFORCE Corporation
             (Exact name of registrant as specified in its charter)

          Delaware                      7361                     36 - 2262248
(State or other jurisdiction     (Primary Standard             (I.R.S Employer
     of incorporation        Industrial Classification       Identification No.)
      or organization)            Code Number)

                              --------------------

                              COMFORCE Corporation
                            415 Crossways Park Drive
                                  P.O. Box 9006
                            Woodbury, New York 11797
                                 (516) 437-3300
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                              --------------------

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

 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                              --------------------

                                    Copy to:

                            David G. Edwards, Esquire
                Doepken Keevican & Weiss Professional Corporation
                              58th Floor, USX Tower
                                600 Grant Street
                       Pittsburgh, Pennsylvania 15219-2703
                                 (412) 355-2600
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                              --------------------
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------

                                                                                      Proposed
                                                                Proposed               Maximum              Amount
           Title of                      Amount                  Maximum              Aggregate               of
          Securities                      To Be              Offering Price           Offering             Registra-
       to be Registered                Registered             Per Share(1)             Price(1)            tion Fee
-------------------------------  ----------------------- ----------------------  -------------------  ------------------
Shares of common stock,                  330,000                 $5.41                $1,785,000          $496.23
$0.01 par value per share,
of COMFORCE
Corporation
------------------------------------------------------------------------------------------------------------------------
(1)  Estimated  solely for the  purpose of  calculating  the  registration  fee.
     Pursuant to Rules  457(h)(1) under the Securities Act of 1933, the Proposed
     Maximum  Offering Price Per Share is based upon the option  exercise prices
     of the securities being registered.  The average weighted exercise price of
     the shares issuable upon exercise of the options is $5.41.

     This Registration  Statement is being filed pursuant to General Instruction
E of Form S-8 in order to register  additional  securities  of the same class as
other  securities  for which  registration  statements on this form relating the
COMFORCE Corporation  Long-Term Stock Investment Plan is effective.  On July 28,
1997,  the  Registrant  filed a  registration  statement  or Form S-8  (File No.
333-32271) to register  3,074,372 shares of the Registrant,  and on February 24,
1998, the Registrant  filed a registration  statement on Form S-8  (Registration
No. 333-46787) to register an additional 254,500 shares of the Registrant.
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. The Registrant is not
registering  hereunder  and has not  registered  under  the Form S-8  (File  No.
333-32271)  filed July 28,  1997 or the Form S-8  (Registration  No.  333-46787)
filed February 24, 1998 555,628 shares in the aggregate claimed by Austin Iodice
(and/or  Nitsua,  Ltd.)  and  Anthony  Giglio  to be  issuable  to them upon the
exercise of options under the  Registrant's  Long-Term  Stock  Investment  Plan.
Registrant  maintains  that the options to  purchase  such  555,628  shares have
terminated.

REOFFER PROSPECTUS

                              COMFORCE Corporation
                        3,658,872 Shares of Common Stock

     This prospectus  relates to the up to 3,658,872  shares of our common stock
which the people identified under "Selling Stockholders" may offer and sell 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,  or in a combination of such methods of sale.
They will sell the  common  stock at prices  to which  the  parties  agree.  The
selling   stockholders  may  or  may  not  use  brokers  and  dealers  in  these
transactions. The respective selling stockholders will pay any brokerage fees or
commissions relating to sales by them. See "Method of Sale."

     We may issue these shares of common stock to the selling  stockholders upon
the exercise by the selling  stockholders of options we have previously  awarded
to them.

     We will not  receive  any of the  proceeds  from any  sales by the  selling
stockholders.  We will pay all of the expenses  associated with the registration
of the common stock and this prospectus.

     On June 30, 1999,  the last  reported sale price of the common stock on the
American Stock Exchange was $3.00 per share.

     See "Risk Factors"  beginning on page 6 of this prospectus for a discussion
of certain risks and other factors that you should  consider  before  purchasing
our common stock.

                                   -----------

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved  of these  securities,  and they have not
determined if this prospectus is truthful and complete.  Any  representation  to
the contrary is a criminal offense.

                                   -----------

                  The date of this Prospectus if July 2, 1999.
TABLE OF CONTENTS
                                                                            Page

Where You Can Find More Information ...........................................2
Risk Factors...................................................................3
The Company....................................................................8
Selling Stockholders...........................................................9
Use of Proceeds................................................................9
Method of Sale.................................................................9
Legal Matters.................................................................10
Experts.......................................................................10
Annex 1 -- Selling Stockholders...............................................11

                       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:

o    Our Annual Report on Form 10-K for the fiscal year ended December 31, 1998.

o    Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.

o    Our Current Reports on Form 8-K dated January 7, 1999 and May 7, 1999.

o    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.

o    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.

     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.

                                        2
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.

Effect of Fluctuations in the General Economy

     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.

Highly Competitive Market

     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:

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

o    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.

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

o    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 occur in the future.

o    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.

                                        3
Dependence on Availability of Qualified 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  changing  customers'  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.

Liabilities for Customer and Employee Actions

     Contingent  staffing and consulting  firms are in the business of employing
people and placing them in the workplace of other businesses.  An attendant risk
of such activity includes possible claims by customers of employee misconduct or
negligence,   claims  of  discrimination  and  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,  a
failure to follow these policies and guidelines may result in negative publicity
and 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 employee  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.

Increases in Employment Related Costs

     We must pay  unemployment  insurance  premiums  and  workers'  compensation
benefits  for our  billable  employees.  The states in which  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 various states in which we conduct
operations raise 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 $2.3  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.

     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  in a
sufficient  amount to cover  increased  costs related to workers'  compensation,
unemployment  insurance  and health  care  reforms  or other  employment-related
regulatory changes.

                                        4
Potential Impairment of Intangible Assets

     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 earnings  necessary to support
this amortization schedule, including

o    fluctuations in the economy;

o    the degree and nature of competition;

o    demand for our services; and

o    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  earnings  necessary  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.

Substantial Leverage

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

o    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;

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

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

o    we will be  vulnerable  to  increases  in  interest  rates to the extent of
     borrowings under our senior credit facility;

o    we may not be able to obtain  additional  financing  for  working  capital,
     capital expenditures, debt service requirements or other purposes; and

o    we may have to dispose of material  assets or  operations  or refinance our
     debt to meet our debt  service  obligations.  We may not be  successful  in
     accomplishing these actions if any of them becomes necessary.

Restrictions Imposed by Terms of Indebtedness

     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.

                                        5
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.

Year 2000 Issues Could Disrupt our Operations

     Many  existing  computer  systems and  software  products  do not  properly
recognize  dates after  December 31, 1999.  This Year 2000 issue could result in
system failures or miscalculations causing disruptions of operations, including,
among  others,  a  temporary   inability  to  process   financial   information,
communicate  with our customers and our various field  offices,  issue bills and
payroll statements and otherwise engage in similar normal business activities.

     We initiated a major system conversion  beginning in early 1998 in order to
improve access to business  information  through  common,  integrated  computing
systems nationwide.  Our conversion to these new systems,  which are expected to
make our information technology systems fully Year 2000 compliant,  has not been
completed.  If this  conversion is not  completed by December 31, 1999,  certain
portions of our existing systems are not expected to be Year 2000 compliant.  If
our systems' functions are impaired on January 1, 2000, we believe that we would
be able to perform necessary functions through manual intervention. However, the
use of manual  intervention  would  significantly  disrupt our operations and we
would be unable to continue manual  processing for an extended period.  Any such
disruptions  would represent a significant  drain on our financial and personnel
resources.

     As a part of our Year 2000 compliance program, we are in communication with
material customers,  vendors and service providers in order to assess their Year
2000  readiness  and seek to ensure  that they will be Year 2000  compliant.  We
believe that Year 2000 issues faced by these  customers  and  providers,  if not
effectively remediated, could adversely affect our business. Other factors which
could  potentially  cause us to suffer  business  interruptions  or other losses
include  our  failure  to  identify  latent  or  other  non-compliant  codes  or
technologies, or the ineffectiveness of any contingency plans we put in place to
mitigate  the  effects  of  interruptions  in our  businesses  due to Year  2000
problems.

Future Capital Needs; Potential Dilution

     We may need  additional  financing to fund our  strategy of growth  through
market development and selective acquisitions.  If we issue equity securities to
secure any needed  financing,  our  stockholders may experience  dilution.  Such
equity securities may have rights, preferences, or privileges senior to those of
the common stock. If we issue debt securities,  our leverage would increase. See
" --Substantial Leverage."

Risks Associated with Acquisitions

     Since October 1995, we have completed 10 acquisitions. Acquisitions involve
special  risks,  including  unanticipated   liabilities  and  contingencies  and
difficulties  related to the  integration  of the  acquired  businesses.  We are
currently in the process of integrating the various  information  systems of the
acquired  businesses.  Any  significant  delay in, or  increase  in the cost of,
completing this systems  integration could have a material adverse effect on our
business, financial condition and results of operations.

Dependence on Key Personnel

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

                                        6
Control by Insiders

     John Fanning,  Chairman and Chief  Executive  Officer,  currently  controls
nearly 30% of our outstanding common stock. As a result, Mr. Fanning 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 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.

Anti-Takeover Provisions

     Our  Certificate  of  Incorporation  and Bylaws  authorize  the issuance of
"blank check"  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

o    has a preferred position over the common stock on liquidation;

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

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

o    could contain terms that would

     o    delay or prevent a change in control of COMFORCE;

     o    make removal of our present management more difficult;

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

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

No Cash Dividends

     For the  foreseeable  future  we  expect to  retain  our  earnings  for the
operation  and  expansion of our  business.  Thus,  we do not expect to pay cash
dividends  on our common  stock.  In addition,  our  revolving  credit  facility
prohibits the payment of cash  dividends on the common stock without the consent
of the lender.

Historical Losses

     On a historical basis, we had net losses of $3.7 million for the year ended
December  31,  1997.  While we had net  income of  $805,000  for the year  ended
December 31, 1998, we had net losses in the quarter ended March 31, 1999 of $1.2
million and our operations may not be profitable in the future.

Risks Related to the Loss of Key Customers

     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

                                        7
the personnel  required by the customer.  For the year ended  December 31, 1998,
one customer  accounted  for  approximately  10% of our revenues and the largest
four customers  accounted for  approximately  31% 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.

Possible Volatility of Stock Price

     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.

                                   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 66 offices (47 company-owned  and 19 licensed),  we recruit and place
highly  skilled  contingent  personnel and provides  financial  and  outsourcing
services for a broad  customer base of over 2,300  companies,  including  Boeing
Corporation,  Microsoft  Corporation  and  Sun  Microsystems.  Our  labor  force
includes  over 8,000  billable  employees  (on a  full-time  equivalent  basis),
consisting primarily of computer programmers,  systems consultants and analysts,
engineers,  technicians,  scientists,  researchers  and skilled  office  support
personnel.  Since entering the staffing services business in 1995, we have grown
significantly through a combination of acquisitions and internal growth.

     We operate the Staff  Augmentation  segment of our business  through  three
divisions -- Information  Technology  (IT),  Telecom and Staffing  Services.  We
operate the  Financial  Services  segment of our business  through our Financial
Services  Division.  A  description  of the types of  services  provided by each
division follows:

     o    Our  IT  division  provides  highly  skilled  programmers,  help  desk
          personnel,  systems  consultants and analysts,  software engineers and
          project managers for a wide range of technical assignments,  including
          client/server, mainframe, desktop services and Internet/Intranet.

     o    Our Telecom  division  provides  skilled  personnel  to plan,  design,
          engineer,    install    and    maintain    wireless    and    wireline
          telecommunications systems, including cellular, PCS, microwave, radio,
          satellite and other networks.

     o    Our Staffing Services  division includes the Technical  Services group
          and the  Professional  Services  group.  Our Technical  Services group
          provides  staffing for national  laboratory  research in such areas as
          environmental safety,  alternative energy source development and laser
          technology,   and  provides   highly-skilled   labor  meeting  diverse
          commercial  needs  in  the  avionics  and  aerospace,   architectural,
          automotive, energy and power, pharmaceutical, marine and petrochemical
          fields.  Our Professional  Services group provides highly  specialized
          professional    chemists,    biologists,     engineers,     laboratory
          instrumentation   operators,   technicians  and  others  to  companies
          involved in  pharmaceutical,  environmental,  biotech  and  processing
          businesses.

     o    Through our Financial Services' PrO Unlimited  subsidiary,  we provide
          confidential  consulting  and  conversion  services to companies  that
          require  assistance in complying with regulations  associated with the
          use of independent  contractors,  returning  retirees and consultants.
          The Financial Services

                                        8
segment also includes outsourcing  services to independent  consulting
          and staffing  companies,  in which we provide payroll funding services
          and back office support to those clients.

                              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 us during  the past three
years;  (b) the  number  of shares of common  stock  each  selling  stockholders
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 to include other persons who may from time to acquire "control  securities"
or "restricted securities" as described under General Instruction C of Form S-8.

                                 USE OF PROCEEDS

     We will not receive any proceeds  from the sale of the common stock offered
by the selling stockholders.

                                 METHOD OF SALE

     We are not aware of any plan of distribution  with respect to the shares of
common stock offered by this prospectus. This prospectus relates to the possible
offer and sale from time to time by the selling  stockholders of their shares of
common  stock which they may receive  upon the exercise of options or which they
may transfer upon the lapse of restrictions on restricted shares.  These options
and restricted  shares have been issued under employment  agreements  between us
and such selling  stockholders.  We have  registered  their shares for resale to
provide them with freely tradeable  securities.  However,  registration of their
shares  does not  necessarily  mean that  they  will  offer or sell any of their
shares.  We will not receive  any  proceeds  from the  offering or sale of their
shares.

     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,  or
in a  combination  of such  methods of sale.  They 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  respective  selling  stockholders  may use brokers or
dealers  to sell the  shares,  and will pay any  brokerage  fees or  commissions
relating to sales by them in amounts to be negotiated by them 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, as amended (the "Securities Act"), 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 and commissions under the
Securities  Act. Some shares may also be sold by other people or entities  which
receive  the shares  from one or more of the selling  stockholders  by gift,  by
operation of law  (including the laws of descent and  distribution)  or by other
transfers or assignments.

     Selling  stockholders  also may resell all or a portion of their  shares in
open market  transactions  in reliance upon Rule 144 under the  Securities  Act,
provided they meet the criteria and conform to the requirements of such Rule.

                                        9
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 sheets of COMFORCE Corporation and Subsidiaries as
of December 31, 1998 and 1997,  and the  consolidated  statements of operations,
changes in  stockholders'  equity and cash flows for each of the three  years in
the  period  ended  December  31,  1998,   incorporated  by  reference  in  this
prospectus,  have  been  incorporated  herein  in  reliance  on  the  report  of
PricewaterhouseCoopers  LLP, independent accountants,  given on the authority of
that firm as experts in accounting and auditing.

                                       10
ANNEX I

                            SELLING STOCKHOLDERS (1)
Shares Beneficially Owned
                                                   Shares                Shares                 After Offering:  (2)
                          Relationships to      Beneficially            Offered             --------------------------
          Name                 COMFORCE            Owned                 Hereby             Number          Percentage
          ----                 --------            -----                 ------             ------          ----------
John C. Fanning           Chairman and          4,955,579                200,000           4,755,579           29.4%
                          Chief Executive
                          Officer

Harry Maccarrone          Executive Vice        4,861,931                130,000           4,731,931           29.2%
                          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.

(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)  3,398,169  shares  owned by the  John C.  Fanning
     Irrevocable  Trust, of which Mr. Fanning is the beneficiary,  (3) 1,333,210
     shares  held  by a  limited  partnership  of  which  the  John  C.  Fanning
     Irrevocable Trust is the general partner and (4) 200,000 shares issuable to
     him upon exercise of an option at an exercise price of $5.25 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) 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,  (4)
     3,398,169 shares owned by the John C. Fanning  Irrevocable  Trust, of which
     Mr.  Maccarrone is the trustee,  and (5) 1,333,210 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.

                                       11
PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  previously  filed by COMFORCE  Corporation  (the
"Company" or the "Registrant"),  are incorporated  herein by reference and shall
be deemed to be a part hereof:

     1.   The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          December 31, 1998.

     2.   The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 31, 1999.

     3.   The  Company's  Current  Reports on Form 8-K dated January 7, 1999 and
          May 7, 1999.

     4.   The  description of the Company's  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.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 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,  are 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 (such documents,  and the documents enumerated
in  paragraphs  (1)  through  (4)  above,  being  hereinafter   referred  to  as
"Incorporated Documents").

     Any statement  contained in an Incorporated  Document shall be deemed to be
modified or superseded for purposes of this registration Statement to the extent
that  a  statement   contained  herein  or  in  any  other   subsequently  filed
Incorporated  Document  modifies or supersedes  such first  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

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  Company's  Bylaws  effectively  provide that the Company,  to the full
extent  permitted by Section 145 of the General  Corporation Law of the State of
Delaware,  as amended from time to time  ("Section  145"),  shall  indemnify all
directors  and  officers  of  the  Company  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 a derivative action,  indemnification may be made only for expenses
actually and  reasonably  incurred by directors and officers in connection  with
the defense or settlement of an action or suit and only with respect to a matter
as to which they shall

                                       12
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 shall have been adjudged liable to
the  corporation,  unless  and only to the  extent  that the  court in which the
action or suit was brought shall determine upon  application  that the defendant
officers or directors  are  reasonably  entitled to indemnity  for such expenses
despite such adjudication of liability.

     COMFORCE has entered into separate indemnification  agreements with certain
of  its  current  directors,  officers  and  employees.  The  Company  maintains
insurance  against  liabilities under the Securities Act of 1933 for the benefit
of its officers and directors.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the  "Securities  Act") may be  permitted  to  directors,  officers  or
persons  controlling  the Company  pursuant  to the  foregoing  provisions,  the
Company has been  informed  that in the opinion of the  Securities  and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is therefore unenforceable.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

2.1       Agreement  and Plan of  Merger,  dated as of August 13,  1997,  by and
          among  COMFORCE  Corporation,  COMFORCE  Columbus,  Inc.  and Uniforce
          Services, Inc. (included as an exhibit to the Company's Current Report
          on  Form  8-K  dated  August  20,  1997  and  incorporated  herein  by
          reference).

2.2       Stockholders  Agreement,  dated as of August  13,  1997,  by and among
          COMFORCE  Corporation,  COMFORCE  Columbus,  Inc.,  John  Fanning  and
          Fanning  Limited  Partnership,  L.P.  (included  as an  exhibit to the
          Company's  Current  Report  on Form  8-K  dated  August  20,  1997 and
          incorporated herein by reference).

2.3       Registration Rights Agreement dated as of August 13, 1997 by and among
          the Company, John Fanning and Fanning Asset Partners,  L.P., a Georgia
          limited partnership  (included as an exhibit to Amendment No. 2 to the
          Registration  Statement  on Form  S-4 of the  Company  filed  with the
          Commission on October 24, 1997 and incorporated herein by reference).

3.1       Restated  Certificate of Incorporation  of the Company,  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 the
          Company  filed with the  Commission  on May 10, 1996 and  incorporated
          herein by reference).

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

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

3.4       Certificate of Ownership (Merger) of AZATAR into the Company (included
          as an  exhibit  to the  Company's  Current  Report  on Form 8-K  dated
          November 8, 1996 and incorporated herein by reference).

                                       13
4.1       Indenture  dated as of November  26,  1997 with  respect to 12% Senior
          Notes due 2007  between  COMFORCE  Operating,  Inc.,  as  issuer,  and
          Wilmington  Trust Company,  as trustee  (included as an exhibit to the
          Company's  Current  Report  on Form 8-K  dated  December  9,  1997 and
          incorporated herein by reference).

4.2       Indenture  dated as of November  26,  1997 with  respect to 15% Senior
          Secured PIK  Debentures  due 2009  between  COMFORCE  Corporation,  as
          issuer,  and The Bank of New York, as trustee  (included as an exhibit
          to the Company's Current Report on Form 8-K dated December 9, 1997 and
          incorporated herein by reference).

5.1*      Opinion of Doepken Keevican & Weiss.

10.1      Loan and  Security  Agreement  dated as of  November  26,  1997  among
          COMFORCE  Corporation  and specified  subsidiaries  thereof and Heller
          Financial, Inc., as lender and agent for other lenders (included as an
          exhibit to the Company's  Current Report on Form 8-K dated December 9,
          1997 and incorporated herein by reference).

10.2      Purchase  Agreement,  dated as of November  19,  1997,  by and between
          COMFORCE  Operating,  Inc. and NatWest  Capital  Markets  Limited,  as
          Initial  Purchaser   (included  as  an  exhibit  to  the  Registration
          Statement  on Form S-4 of the  Company  filed with the  Commission  on
          December 24, 1997 and incorporated herein by reference).

10.3      Purchase  Agreement,  dated as of November  19,  1997,  by and between
          dated as of November 26, 1997,  by and between the Company and NatWest
          Capital Markets Limited,  as Initial Purchaser (included as an exhibit
          to the  Registration  Statement on Form S-4 of the Company  filed with
          the  Commission  on  December  24,  1997 and  incorporated  herein  by
          reference).

10.4      Warrant  Agreement  dated November 26, 1997 by and between the Company
          and The Bank of New York, as Warrant Agent  (included as an exhibit to
          the  Registration  Statement on Form S-4 of the Company filed with the
          Commission on December 24, 1997 and incorporated herein by reference).

10.5      Pledge  Agreement  dated  November 26, 1997 by and between the Company
          and The Bank of New York, as Collateral  Agent (included as an exhibit
          to the  Registration  Statement on Form S-4 of the Company  filed with
          the  Commission  on  December  24,  1997 and  incorporated  herein  by
          reference).

10.6      Employment  Agreement dated as of January 1, 1999 between the Company,
          COMFORCE  Operating,  Inc. and John C. Fanning (included as an exhibit
          to the  Company's  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 1998 and incorporated herein by reference).

10.7      Employment  Agreement dated as of January 1, 1999 between the Company,
          COMFORCE Operating,  Inc. and Harry Maccarrone (included as an exhibit
          to the  Company's  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 1998 and incorporated herein by reference).

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

23.2*     Consent of PricewaterhouseCoopers LLP.

24.1*     Powers of Attorney.

----------
* Filed herewith.

                                       14
Item 9.  Undertakings.

(a)  The Registrant hereby undertakes:

(a)  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; and

    (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 (a)(1)(i) and (a)(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
Exchange Act that are incorporated by reference in this 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 the time shall be deemed to be the initial bona
fide offering thereof.

     (3) 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.

(b)  The  undersigned   Registrant  hereby  undertakes  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 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 this Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such  securities at the time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to  directors,  officers and  controlling  persons of a
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 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 a 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.

                                       15
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 July 2, 1999.

                                                COMFORCE Corporation
                                                (Registrant)

                                            By:  /s/ Robert H.B. Baldwin, Jr.
                                                --------------------------------
                                                Robert H.B. Baldwin, Jr.,
                                                Chief Financial Officer

     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
------------------------------             Officer and Director
    John C. Fanning                        (Principal Executive Officer)      July 2, 1999

/s/ Harry Maccarrone*                      Executive Vice President
------------------------------             and Director (Principal
    Harry Maccarrone                       Accounting Officer)                July 2, 1999

/s/ Robert H.B. Baldwin, Jr.               Senior Vice President and
------------------------------             Chief Financial Officer
     Robert H.B. Baldwin, Jr.              (Principal Financial Officer)      July 2, 1999

/s/ Gordon Robinett*                       Director                           July 2, 1999
------------------------------
     Gordon Robinett

/s/ Daniel Raynor*                         Director                           July 2, 1999
------------------------------
     Daniel Raynor

/s/ Kenneth Daley*                         Director                           July 2, 1999
------------------------------

* By:  /s/ Robert H.B. Baldwin, Jr.        Attorney-in-Fact                   July 2, 1999
       --------------------------------
            Robert H.B. Baldwin, Jr.
16