Registration No. 33-_______________.
--------------------------------------------------------------------------------


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


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


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

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


              2001 Marcus Avenue
            Lake Success, New York                        11042
   (Address of principal executive offices)             (Zip Code)

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

                              Christopher P. Franco
                             Chief Executive Officer
                              COMFORCE Corporation
                               2001 Marcus Avenue
                          Lake Success, New York 11042
                     (Name and address of agent for service)

                                 (516) 328-7300
          (Telephone number, including area code, of agent for service)
                           ---------------------------


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

<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
    Title of Securities           Amount to be         Proposed Maximum             Proposed Maximum               Amount of
      to be Registered           Registered (1)         Offering Price                  Aggregate            Registration Fee (2)
                                                         per Share (2)             Offering Price (2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                      <C>                       <C>                          <C>   
Common Stock $.01 par               3,074,372                $7.35                     $22,585,149                  $7,788
value
</TABLE>


(1) Plus any additional shares that may hereafter become issuable as a result of
the adjustment and antidilution  provisions of the Registrant's  Long-Term Stock
Investment Plan. The Registrant is not registering  hereunder  925,628 shares of
Common Stock issued or issuable  upon the exercise of options  granted  prior to
December 15, 1995 under the Registrant's Long-Term Stock Investment Plan.


<PAGE>


(2) Estimated for the purpose of calculating the  registration  fee (i) pursuant
to Rule  457(h) on the  basis of the  exercise  price  per share of  outstanding
options for 1,055,000 shares at $6.75 per share, outstanding options for 215,000
shares at $6.00 per share,  outstanding  options for 23,000 shares at $7.313 per
share,  outstanding options for 74,850 shares at $18.375 per share,  outstanding
options for 24,200  shares at $14.75 per share,  outstanding  options for 23,500
shares at $15.375 per share,  outstanding  options for 795 shares at $15.625 per
share,  outstanding  options for 31,000  shares at $9.00 per share,  outstanding
options  for 12,000  shares at $7.625 per share,  outstanding  options for 3,000
shares at $11.625 per share,  outstanding options for 3,000 shares at $18.50 per
share,  outstanding  options for 3,000  shares at $27.00 per share,  outstanding
options  for 1,500  shares at $7.50 per  share,  outstanding  options  for 1,000
shares at $18.75 per share,  outstanding  options for 1,000 shares at $22.75 per
share,  outstanding  options for 20,000  shares at $7.25 per share,  outstanding
options for 3,000  shares at $7.125 per share,  outstanding  options for 112,500
shares at $7.375 per share,  outstanding  options for 5,000 shares at $18.00 per
share,  outstanding  options for 10,000  shares at $8.00 per share,  outstanding
options  for  50,025  shares at $12.25 per share,  outstanding  options  for 150
shares at $12.50 per  share,  outstanding  options  for 200 shares at $17.50 per
share,  outstanding  options  for 25  shares at $13.75  per  share,  outstanding
options for 150 shares at $13.375 per share,  outstanding options for 620 shares
at $14.50  per  share,  outstanding  options  for 60 shares at $12.75 per share,
outstanding  options  for  30,000  shares  at $16.75  per share and  outstanding
options for 10,000 shares at $5.875 per share;  and (ii) pursuant to Rule 457(c)
for the remaining 1,400,797 shares registered  hereunder (the average ($6.52) of
the high ($6.656) and low ($6.375) prices for the  Registrant's  Common Stock on
the American Stock Exchange on July 22, 1997.

     In accordance  with Rule 464 under the  Securities Act of 1933, as amended,
this  Registration  Statement is effective  automatically  on the date of filing
with the Securities and Exchange Commission.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.


<PAGE>


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

Item 1.  Plan Information

     The  documents  containing  the  information  specified  in  Part I of this
Registration  Statement will be sent or given to plan  participants  by COMFORCE
Corporation (the "Company") as specified by Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities  Act").  Such documents are not required to
be  and  are  not  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as a prospectus
or prospectus supplement pursuant to Rule 424. These documents and the documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements  of  Section  10(a)  of the  Securities  Act.  The  Company  is not
registering hereunder 925,628 shares of Common Stock issued or issuable upon the
exercise of options  granted to any person  prior to December 15, 1995 under the
Company's Long-Term Stock Investment Plan.

     The  following  reoffer  prospectus  filed  as  part  of  the  Registration
Statement  has been prepared in accordance  with the  requirements  of Part I of
Form S-3 and,  pursuant to General  Instruction  C of Form S-8,  may be used for
reofferings  and resales of Common Stock to be acquired by  "affiliates"  of the
Company (as defined in Rule 405 under the  Securities  Act) upon the exercise or
acquisition  by such  affiliates  of  options  or  Common  Stock  heretofore  or
hereafter granted under the Company's Long-Term Stock Investment Plan.

REOFFER PROSPECTUS

     This  Prospectus is being used in connection with the offering from time to
time by employees and  non-employee  directors (the "Selling  Stockholders")  of
COMFORCE Corporation,  a Delaware corporation (the "Company"), who may be deemed
"affiliates"  of the Company as defined in Rule 405 under the  Securities Act of
1933, as amended (the  "Securities  Act"), of shares of common stock,  par value
$.01 per share,  of the Company  (the  "Common  Stock") that have been or may be
acquired by them pursuant to the Company's Long-Term Stock Investment Plan.

     The  shares  of Common  Stock  may be sold from time to time to  purchasers
directly  by  any  of  the  Selling  Stockholders.  Alternatively,  the  Selling
Stockholders  may sell the  shares of Common  Stock in one or more  transactions
(which  may  involve  one or more  block  transactions)  on the  American  Stock
Exchange in separately  negotiated  transactions,  or in a  combination  of such
transactions.  Each sale may be made either at market  prices  prevailing at the
time of such sale or at negotiated  prices.  Some or all of the shares of Common
Stock may be sold through  brokers acting on behalf of the Selling  Stockholders
or to dealers for resale by such  dealers,  and in  connection  with such sales,
such  brokers or dealers may receive  compensation  in the form of  discounts or
commissions from the Selling  Stockholders  and/or the purchasers of such shares
for whom they may act as broker or agent (which discounts or commissions are not
anticipated to exceed those  customary in the types of  transactions  involved).
However,  any  securities  covered  by this  Prospectus  that  qualify  for sale
pursuant to Rule 144 under the  Securities Act may be sold under Rule 144 rather
than  pursuant to this  Prospectus.  All  expenses of  registration  incurred in
connection with this offering are being borne by the Company,  but all brokerage
commissions and other expenses incurred by individual Selling  Stockholders will
be borne by each such Selling  Stockholder.  The Company will not be entitled to
any of the proceeds from such sales,  although the Company will, with respect to
the Company's  Long-Term Stock  Investment  Plan,  receive the exercise price in
cash upon the  exercise  of the  options  pursuant to which the shares of Common
Stock are acquired by the non-employee directors party thereto.

     The Selling  Stockholders and any dealer  participating in the distribution
of any shares of Common Stock or any broker  executing  selling orders on behalf
of the  Selling  Stockholders  may be deemed  to be  "underwriters"  within  the
meaning of the  Securities  Act, in which event any profit on the sale of any or
all of the  shares  of Common  Stock by them and any  discounts  or  commissions
received  by any such  brokers  or  dealers  may be  deemed  to be  underwriting
discounts and commissions under the Securities Act.

     The Common Stock is traded on the American  Stock Exchange under the symbol
"CFS".  On July 22, 1997,  the closing  price of the Common Stock as reported on
the American Stock Exchange was $6.50 per share.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION,  NOR HAS THE  COMMISSION  PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                  The date of this Prospectus is July 28, 1997


<PAGE>


                                TABLE OF CONTENTS


                                                                            Page

Available Information .........................................................2
Incorporation of Certain Documents ............................................3
The Company....................................................................3
Risk Factors...................................................................4
Use of Proceeds................................................................8
Selling Stockholders...........................................................9
Description of the Company's Securities.......................................10
Plan of Distribution..........................................................12
Legal Matters.................................................................12
Experts.......................................................................12

                              AVAILABLE INFORMATION

     The Company has filed with the  Securities  and  Exchange  Commission  (the
"Commission"),  in  Washington,  D.C.,  a  Registration  Statement  on Form S-3,
together with all amendments and exhibits thereto (the "Registration Statement")
under the Securities Act, with respect to the Common Stock offered hereby.  This
Prospectus does not contain all of the information set forth in the Registration
Statement,  certain parts of which are omitted in accordance  with the Rules and
Regulations  of the  Commission.  Statements  made in the  Prospectus  as to the
contents  of any  contract,  agreement  or other  document  referred  to are not
necessarily  complete;  with respect to each such  contract,  agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete  description  of the matter  involved,  and each
such statement shall be deemed qualified in its entirety by such reference.  The
Registration Statement, including exhibits and schedules filed therewith, may be
inspected at the Commission's Public Reference Section,  450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the regional offices of the Commission
located at 7 World Trade Center,  13th Floor, New York, New York 10048 and Suite
1400, 500 West Madison Street, Chicago,  Illinois 60661. Copies of such material
may be obtained upon written  request from the Public  Reference  Section of the
Commission at the address set forth above upon payment of prescribed  fees.  The
Commission  also  maintains a Web site at  "http://www.sec.gov"  which  contains
reports,  proxy statements and other information regarding registrants that file
electronically with the Commission.

     The Company is subject to the informational  requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy statements
and other  information with the Commission.  Such reports,  proxy statements and
other  information  may be  inspected  at the  Public  Reference  Section of the
Commission or the Commission's regional offices at the addresses set forth above
or accessed through the  Commission's  Web site identified  above, and copies of
such  material may be obtained  upon written  request from the Public  Reference
Section of the Commission upon payment of prescribed fees.

     The Common  Stock of the Company is listed on the American  Stock  Exchange
and such reports,  proxy material and other  information  are also available for
inspection at the American Stock Exchange,  86 Trinity Place, New York, New York
10006.


                                        2

<PAGE>


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents filed with the Commission by the Company  pursuant
to the Exchange Act are incorporated by reference in this Prospectus:

     1.   Annual Report on Form 10-K for the Year ended December 31, 1996.
     2.   Amendment  No. 1 to Annual  Report on Form  10-K/A  for the Year ended
          December 31, 1996.
     3.   Amendment  No. 1 to Current  Report on Form 8-K/A  dated  January  13,
          1997,  amending  original Current Report on Form 8-K filed November 8,
          1997.
     4.   Amendment  No. 1 to Current  Report on Form 8-K/A  dated  January  13,
          1997,  amending original Current Report on Form 8-K filed November 19,
          1997.
     5.   Amendment  No. 2 to Current  Report on Form 8-K/A  dated  January  13,
          1997,  amending original Current Report on Form 8-K filed September 3,
          1996.
     6.   Amendment  No. 2 to Current  Report on Form 8-K/A  dated  February  4,
          1997,  amending  original Current Report on Form 8-K filed November 8,
          1997.
     7.   Amendment  No. 2 to Current  Report on Form 8-K/A  dated  February  4,
          1997,  amending original Current Report on Form 8-K filed November 19,
          1997.
     8.   Amendment  No. 3 to Current  Report on Form 8-K/A  dated  February  3,
          1997, amending original Current Report on Form 8-K filed May 23, 1996.
     9.   Current Report on Form 8-K dated March 14, 1997 and Amendment No. 1 to
          Current Report on Form 8-K/A dated April 14, 1997.
     10.  Current  Report on Form 8-K dated July 10, 1997 and Amendment No. 1 to
          Current Report on Form 8-K/A dated July 11, 1997.
     11.  Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
     12.  The  description  of  the  Company's  Common  Stock  included  in  the
          Registration  Statement on Form 8-A filed October 10, 1985, as amended
          by Amendment No. 1 thereto on Form 8-A/A dated July 25, 1997.

     Each document filed by the Company pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the  termination  of the offering of the Common Stock  pursuant  hereto shall be
deemed to be  incorporated  by reference in this  Prospectus and to be a part of
this  Prospectus  from  the  date of  filing  of such  document.  Any  statement
contained  in this  Prospectus  or in a  document  incorporated  or deemed to be
incorporated by reference in this  Prospectus  shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to the
extent that a statement  contained in this  Prospectus,  or in any  subsequently
filed document that also is or is deemed to be incorporated by reference in this
Prospectus,  modifies  or  supersedes  such  statement.  Any such  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement or this Prospectus.

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in this Prospectus),  other documents  required to
be  delivered  to  eligible  employees  pursuant  to Rule  428(b) or  additional
information  about the Company's  Long-Term Stock  Investment Plan are available
without charge by contacting:  Linda Connolly,  Shareholder  Services,  COMFORCE
Corporation,  2001 Marcus Road,  Lake Success,  New York 11042,  telephone (516)
328-7300.

                                   THE COMPANY

     COMFORCE  Corporation is a provider of technical  staffing,  consulting and
outsourcing  solutions  focused on the high technology needs of businesses.  The
Company provides services through its  highly-skilled  labor force that includes
computer programmers,  engineers,  technicians,  scientists and researchers. The
Company's   customers   include   telecommunication   equipment   manufacturers,
telecommunication  service providers (wireline and wireless),  computer software
and hardware manufacturers, aerospace and avionics firms, utilities and national
research  laboratories.  The Company maintains its headquarters in Lake Success,
NY and has over 30 branch  offices  throughout the United States to enable it to
meet the needs of  national  as well as local  customers.  The  Company  employs
approximately 3,800 persons,

                                        3

<PAGE>


and maintains a proprietary database of over 110,000 prospective  employees with
expertise in the technical disciplines served by the Company.

     The   Company   serves   customers   in   three   principal    sectors   --
telecommunications, information technology ("IT") and technical services. In the
telecommunications  sector,  the Company  provides  staffing  for  wireline  and
wireless  communications  systems  development,   satellite  and  earth  station
deployment,  network  management  and plant  modernization.  In the  information
technology sector, the Company provides staffing for specific projects requiring
highly  specialized  skills such as applications  programming  and  development,
client/server  development,  systems software  architecture and design,  systems
engineering  and systems  integration.  In the technical  services  sector,  the
Company  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.

     The  Company's  objective  is to  be  the  leading  provider  of  technical
staffing,  consulting and outsourcing solutions for the high technology needs of
businesses.

     The  Company  was  incorporated  in  Illinois in 1954 and became a Delaware
corporation  through its merger with a Delaware subsidiary in 1969. It maintains
its  headquarters  at 2001 Marcus  Avenue,  Lake  Success,  New York 11042.  The
Company's  telephone  number is (516) 328-7300 and its address on the World Wide
Web is www.comforce.com.

                                  RISK FACTORS

     Prospective  purchasers of the Common Stock offered hereby should  consider
carefully the factors set forth below, as well as other information contained in
this  Prospectus,  before making a decision to purchase the Common Stock offered
hereby.  This  Prospectus  contains,  in  addition  to  historical  information,
forward-looking  statements that involve risks and uncertainties.  The Company's
actual results could differ  materially from those projected or suggested in any
forward-looking  statement.  Factors  that  could  cause or  contribute  to such
differences  include,  but are not limited to, those  discussed below as well as
those discussed elsewhere in this Prospectus.

Absence of Combined Operating History; Potential Inability to Integrate Acquired
Businesses

     The Company's  technical  staffing business has been developed  principally
through the acquisition of established  technical  staffing  businesses,  all of
which have been acquired since October 1995.  Prior to their  acquisition by the
Company,  each of these acquired  companies  operated as a separate  independent
entity.  There can be no assurance that the Company's  management  group will be
able to  adequately  manage the combined  entity and  effectively  implement the
Company's  strategy or  effectively  integrate the businesses  acquired.  If the
Company is unable to integrate  the  management  personnel  needed to manage the
acquired  businesses,  if such  personnel  are  unable  to  achieve  anticipated
performance levels or if the Company is unable to implement  effective controls,
the Company's  business,  financial condition and results of operations could be
adversely  affected.  Future  operating  results will depend upon many  factors,
including  fluctuations  in the economy,  the degree and nature of  competition,
demand for the Company's  services,  and the Company's  ability to integrate the
operations of acquired businesses,  to recruit and place staffing professionals,
to expand  into new  markets,  and to  maintain  margins  in the face of pricing
pressures.

Future Capital Needs; Uncertainty of Financing; Potential Dilution

     The Company will need to obtain additional  financial resources to fund its
strategy  of  growth  through  acquisition,   geographic  expansion  and  market
development.  The Company can give no assurance  that (i)  additional  financing
will  be  available  or,  if  available,  that it will  be  available  on  terms
acceptable to the Company,  or (ii) its existing capital resources,  the amounts
available for  borrowing  under its lines of credit with its lenders or its cash
flow from operations,  will either individually or collectively be sufficient to
fund future acquisitions or satisfy its working capital requirements. There also
can be no  assurance  that the Company or any of the  acquired  businesses  will
generate positive cash flow.

     If additional funds are raised by issuing equity securities,  the Company's
stockholders may experience dilution.  Further,  such equity securities may have
rights,  preferences,  or privileges senior to those of the Common Stock. To the
extent the Company  finances  its  activities  by issuing debt  securities,  the
Company may become subject to certain  financial and other  covenants  which may
restrict its ability to pursue its strategy of growth through acquisition. There
can be no assurance that adequate  equity or debt will be available as needed or
on terms acceptable to the Company.

                                        4

<PAGE>


A lack of  available  funds may  require  the  Company  to delay,  scale back or
eliminate all or some of its market  development  and  acquisition  projects and
could  have a  material  adverse  effect on the  Company's  business,  financial
condition and results of operations.

Reliance  on  Acquisitions   for  Company  Growth  and  Risks   Associated  with
Acquisitions

     The  ability of the  Company to achieve  growth  through  acquisition  will
depend  on a  number  of  factors,  including  the  availability  of  attractive
acquisition  opportunities,   the  availability  of  funds  needed  to  complete
acquisitions,  the availability of working capital needed to fund the operations
of acquired  businesses  and the effect of existing and emerging  competition on
operations.  The Company has recently  consummated several  acquisitions.  These
acquisitions  may not achieve levels of revenue,  profitability  or productivity
comparable  to those of the Company's  existing  operations or may not otherwise
perform as expected.  Acquisitions  also involve special risks,  including risks
associated  with  unanticipated  liabilities  and  contingencies,  diversion  of
management  attention and possible  adverse  effects on earnings  resulting from
increased  goodwill  amortization,  increased  interest  costs,  the issuance of
additional  securities  and  difficulties  related  to  the  integration  of the
acquired  business.  The  Company is  actively  seeking  additional  acquisition
opportunities,  although the Company has no agreements,  understandings or plans
regarding any material acquisitions at this time. There can be no assurance that
the  Company  will  be  able  to  successfully   identify   additional  suitable
acquisition  candidates,  complete additional acquisitions or integrate acquired
businesses into its operations.

Limited Experience in Managing Rapid Growth

     The Company's officers have had limited experience in managing companies as
large  and as  rapidly  growing  as  the  Company.  The  Company's  strategy  of
continuing  its growth and  expansion  will place  additional  demands  upon the
Company's current management and will require additional information systems and
management, operational and other financial resources. Not all factors affecting
the  Company's  growth are within the  control  of the  Company.  The  Company's
ability to manage  growth  successfully  will require the Company to continue to
enhance its  operational,  management,  financial  and  information  systems and
controls.  No assurance can be given that the Company will be able to manage its
expanding operations and, if the Company's management is unable to manage growth
effectively,   the  Company's  business,  financial  condition  and  results  of
operations could be materially adversely affected.

Risks Related to the Loss of Key Customers

     As is common in the staffing industry, the Company's engagements to provide
services to its customers are generally  non-exclusive,  of a short-term  nature
and subject to  termination  by the customer  with little or no notice.  For the
fiscal  year  1996,  sales to one  customer  accounted  for more than 19% of the
Company's  revenues.  The loss of or a material  reduction in the revenues  from
this customer or any of the Company's other significant  customers could have an
adverse  effect on the Company's  business,  results of operations and financial
condition.

Dilution and Depression of Market Price of Common Stock

     The exercise of the Company's warrants and the conversion into Common Stock
of the Company's  convertible  Preferred  Stock at prices below the market price
may result in substantial dilution to existing  stockholders.  In addition,  the
Company has  previously  registered  the shares of Common  Stock  issuable  upon
conversion  of  the  Company's   outstanding   Preferred  Stock  and  is  hereby
registering  under the Securities Act the shares issuable on exercise of certain
of the  Company's  outstanding  warrants  and  on  conversion  of the  Company's
convertible  Preferred Stock making such shares freely  tradeable upon issuance.
Although  the Company is unable to predict the effect that sales of Common Stock
may have on the then prevailing  market price of the shares of the Common Stock,
such sales may have a negative effect on such market price.

Effect of Fluctuations in the General Economy

     Demand for staffing services is significantly affected by the general level
of economic  activity in the country.  Companies use staffing services to manage
personnel costs and changes in staffing needs due to business fluctuations. When
economic activity  increases,  employees from staffing companies are often added
before full-time employees are hired. As economic activity slows, many companies
reduce their usage of  employees  from  staffing  companies  before  undertaking
layoffs of their regular employees. In addition, the Company may experience more
competitive   pricing  pressure  during  such  periods  of  economic   downturn.
Therefore,  any  significant  economic  downturn  could have a material  adverse
effect on the Company's business.


                                        5

<PAGE>


Liabilities for Customer and Employee Actions

     Staffing  service  providers  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,  including claims of  discrimination  and harassment,  employment of
illegal aliens and other similar claims. The Company has policies and guidelines
in place to reduce its  exposure to these  risks.  However,  a failure to follow
these policies and  guidelines may result in negative  publicity and the payment
by the Company of money damages or fines.  Although the Company historically has
not had any  significant  problems in this area,  there can be no assurance that
the Company will not experience such problems in the future. The Company is also
exposed to liability  with respect to actions  taken by its  employees  while on
assignment,  such as  damages  caused by  employee  errors,  misuse of  customer
proprietary  information  or theft of customer  property.  Although  the Company
maintains  insurance,  due  to  the  nature  of the  Company's  assignments,  in
particular  its  access  to  customer   information   systems  and  confidential
information,  and the potential liability with respect thereto,  there can be no
assurance that insurance  coverage will continue to be available or that it will
be adequate to cover any such liability.

Increases in Unemployment Insurance Premiums and Workers' Compensation Rates

     The Company is required to pay unemployment insurance premiums and workers'
compensation  benefits  for  its  billable  employees.   Unemployment  insurance
premiums are set annually by the states in which employees  perform services and
could  increase  as a  result  of,  among  other  things,  increased  levels  of
unemployment and the lengthening of periods for which unemployment  benefits are
available. Workers' compensation costs have increased as various states in which
the  Company  conducts   operations  have  raised  levels  of  compensation  and
liberalized  allowable  claims.  The Company may incur costs related to workers'
compensation  claims at rates higher than anticipated if higher than anticipated
losses or an increase in the number or the severity of claims is experienced. In
addition,  the Company's costs could 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. There can be no assurance that the Company will
be able to increase the fees charged to its customers in a sufficient  amount to
cover  increased  costs  related  to  workers'   compensation  and  unemployment
insurance.  Further,  there can be no assurance that the Company will be able to
obtain or renew workers'  compensation  insurance  coverage in amounts and types
desired at reasonable premium rates.

Potential Impairment of Intangible Assets

     As of June 30,  1997,  more than 50% of the  Company's  total  assets  were
intangible  assets.  These intangible  assets  substantially  represent  amounts
attributable to goodwill recorded in connection with the Company's  acquisitions
and are  generally  amortized  over a five to forty year  period,  resulting  in
significant  annual charges.  Various factors could impact the Company's ability
to generate  the  earnings  necessary  to support  this  amortization  schedule,
including  fluctuations  in the economy,  the degree and nature of  competition,
demand for the Company's  services,  and the Company's  ability to integrate the
operations of acquired businesses,  to recruit and place staffing professionals,
to expand into new markets and to maintain  gross margins in the face of pricing
pressures.  Although  management  does not believe any  impairment  has occurred
through  the date of this  Prospectus,  the  failure of the  Company to generate
earnings  necessary  to  support  the  amortization  charge  may  result  in  an
impairment of the asset.  The resulting  write-off could have a material adverse
effect on the Company's business, financial condition and results of operations.

Dependence on Availability of Qualified Staffing Personnel

     The Company depends on its ability to attract,  train and retain  personnel
who  possess  the  skills  and   experience   necessary  to  meet  the  staffing
requirements of its customers. Competition for individuals with proven skills in
certain areas,  particularly  information technology and telecommunications,  is
intense.  The Company  competes  for such  individuals  with other  providers of
technical  staffing  services,  systems  integrators,  providers of  outsourcing
services,  computer systems consultants,  customers and personnel agencies.  The
Company  must  continually  evaluate,  train and upgrade  its base of  available
personnel to keep pace with changing customers' needs and emerging technologies.
There can be no assurance that qualified personnel will continue to be available
to the Company in  sufficient  numbers and on economic  terms  acceptable to the
Company.  In addition,  although the  Company's  employment  agreements  contain
non-compete  covenants,   there  can  be  no  assurance  that  the  Company  can
effectively enforce such agreements against its former employees.


                                        6

<PAGE>


Highly Competitive Market; Limited Barriers to Entry

     The staffing services  industry is highly  competitive and has low barriers
to  entry.  Heightened  competition  for  customers  as  well  as for  technical
personnel could adversely impact the Company's margins.  Heightened  competition
for  customers  could result in the Company being unable to maintain its current
fee scales  without  being able to reduce the  personnel  costs of its  billable
employees.  Shortages of qualified technical personnel, which currently exist in
some  technical  specialties  and could occur in the  future,  may result in the
Company being unable to fulfill its customers' needs. Moreover,  customers could
employ  technical staff directly  (rather than using the Company's  services) to
ensure the  availability  of such personnel.  Many of the Company's  competitors
have greater marketing,  financial and personnel resources than the Company does
and could provide increased competition to the Company. The Company expects that
the level of  competition  will remain  high in the  future,  which could have a
material  adverse effect on the Company.  Additionally,  in certain  markets the
Company  has  experienced   significant   pricing  pressure  from  some  of  its
competitors.

Dependence on Key Personnel

     The Company is highly  dependent on its management.  The Company's  success
depends upon the availability and performance of James L. Paterek,  the Chairman
of the  Company,  Christopher  P.  Franco,  the Chief  Executive  Officer of the
Company,  and Michael  Ferrentino,  the  President of the  Company.  The loss of
services of any of these key persons could have a material  adverse  effect upon
the Company. The Company has entered into employment agreements with all of such
individuals.  The Company  does not  maintain  key man life  insurance on any of
these individuals.

Control by Insiders

     Current  management of the Company currently controls more than one-quarter
of the Company's  outstanding shares of Common Stock. As a result,  such persons
are expected to have the ability to significantly influence all issues submitted
to the Company's  stockholders  including with respect to its management and the
selection of its Board of Directors. Such 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 have the effect of making it more difficult for
a third party to acquire,  or of  discouraging a third party from  attempting to
acquire, control of the Company.

Anti-Takeover Provisions

     Certain provisions of the Company's Certificate of Incorporation and Bylaws
authorize the issuance of "blank check" Preferred Stock and the establishment of
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 the
Company,  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 the
issuance of  Preferred  Stock could have an adverse  effect on holders of Common
Stock by  delaying  or  preventing  a change in control of the  Company,  making
removal of the present  management of the Company more difficult or resulting in
restrictions  upon the  payment  of  dividends  and other  distributions  to the
holders  of Common  Stock.  For  example,  the  Company  could  issue  shares of
Preferred Stock with extraordinary  voting rights or liquidation  preferences to
make it more difficult for a hostile acquiror to gain control of the Company. In
addition to the anti-takeover effect of the issuance of preferred stock, holders
of  preferred  stock have a preferred  position  over holders of common stock on
liquidation,  the right to a fixed or minimum  dividend  before any  dividend is
paid  (or  accrued)  on  common  stock,   and  the  right  to  approve   certain
extraordinary corporate matters.

No Cash Dividends

     The Company  anticipates that for the foreseeable  future its earnings will
be retained for the operation and expansion of its business and that it will not
pay cash  dividends on its Common Stock.  In addition,  the Company's  revolving
credit  facility  prohibits  the payment of cash  dividends  on the Common Stock
without the lender's consent.

Potential Environmental Liability

     The   Company,   through  a   predecessor   company  that  was  engaged  in
manufacturing  activities,  has  been  named as one of 80  defendants  in a case
alleging that the defendants disposed of hazardous substances at a site in Gary,
Indiana.  Management and its counsel cannot determine whether a negative outcome
is probable regarding the Company's  potential  liability at this site. Although
the Company is entitled to be indemnified for any  environmental  liabilities in
connection with disposal of hazardous  substances at this site, no assurance can
be given that the Company will be effectively  indemnified or will not otherwise
ultimately sustain liability for disposing of hazardous substances.


                                        7

<PAGE>



Possible Volatility of Stock Price

     From  time to  time,  there  has been and may  continue  to be  significant
volatility  in the  market  price  for the  Company's  Common  Stock.  Quarterly
operating  results of the  Company or of other  staffing  companies,  changes in
general  conditions  in the  economy,  the  financial  markets  or the  staffing
industry,  natural disasters or other  developments could cause the market price
of the Company's Common Stock to fluctuate substantially. 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.


                                 USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of the Common Stock
offered hereby by the Selling  Stockholders.  However, if the holders of Options
to  purchase  shares  of  Common  Stock  under  the  Company's  Long-Term  Stock
Investment  Plan  ("Options")  exercise  Options in order to sell the underlying
shares (which are registered hereby), the Company will receive the amount of the
exercise prices of any Options so exercised.  The Company cannot predict when or
if it will receive  proceeds from the exercise of Options,  or the amount of any
such proceeds.  The Company intends to use the proceeds,  if any,  received from
the   exercise  of  Options  for  working   capital   purposes.   See  "Plan  of
Distribution."




                                        8

<PAGE>


                              SELLING STOCKHOLDERS

     The following table sets forth certain information  regarding the shares of
Common Stock  issuable upon the exercise of Options held by any affiliate of the
Company  (as defined in Rule 405 under the  Securities  Act)  granted  under the
Company's  Long-Term Stock  Investment Plan ("Selling  Stockholders").  In cases
where the Selling  Stockholder  serves or has served within the past three years
as an officer, director or employee of the Company or any of its subsidiaries or
has had another material  relationship  with the Company,  this  relationship is
noted.  All of the shares  offered  hereby  shares  issued or issuable  upon the
exercise of Options granted under the Company's Long-Term Stock Investment Plan,
including Options which are not presently  exercisable.  Non-employee  directors
are  entitled  to receive  Options to  purchase  10,000  shares of Common  Stock
annually,  and the  Company's  Stock Option  Committee or Board of Directors may
award  additional  Options to such  non-employee  directors and other directors,
officers,  employees  and  agents  from  time to time.  This  Prospectus  may be
supplemented  from time to time to  include  additional  shares of Common  Stock
issuable  upon the  exercise  of  Options  which may  hereafter  be  granted  to
affiliates of the Company.

<TABLE>
<CAPTION>
                                                                        Shares                 Shares               Shares
                                                                  Beneficially Owned         Offered          Beneficially Owned
       Name                         Position                      Prior to Offering           Hereby        After the Offering(1)
<S>                            <C>                                   <C>                      <C>              <C>       <C>    
James L. Paterek               Chairman(2)                           1,947,572(2)             281,250        1,666,322 (11.9%)

Christopher P. Franco          Chief Executive Officer,              1,002,294(3)             112,500          889,794  (6.4%)
                               Director(3)
Michael Ferrentino             President, Director(4)                2,393,012(4)             281,250        2,111,762 (15.1%)

Paul J. Grillo                 Vice President-Finance and               50,000(5)              50,000                     -0-
                               Chief Financial Officer(5)
Andrew Reiben                  Director of Finance and                  40,000(6)              40,000                     -0-
                               Chief Accounting Officer(6)
Malcolm High                   Corporate Controller(7)                  10,000(7)              10,000                     -0-

Glen Miller                    Director(8)                              20,000(8)              20,000                     -0-

Richard Barber                 Director(8)                              20,000(8)              20,000                     -0-

Keith Goldberg                 Director(8)                              20,000(8)              20,000                     -0-

Marc Werner                    Director(9)                              10,000(9)              10,000                     -0-
</TABLE>

----------

(1) Assumes all of the shares offered hereby will be sold; however, each Selling
Stockholder  has  advised  that he has no present  intention  to sell the shares
offered hereby.

(2) From 1995 to  February  1997,  Mr.  Paterek  served as a  consultant  to the
Company  and in  February  1997 he assumed  his  present  positions.  The shares
beneficially  owned by include (i) 1,666,322  shares currently held of record by
him and (ii)  281,250  shares  issuable  to him  upon  exercise  of a  currently
exercisable Option at an exercise price of $6.75 per share.

(3) From 1995 to February  1997,  Mr. Franco  served as the Company's  Executive
Vice  President  Company and in February 1997 he assumed his present  positions.
The shares beneficially owned by Mr. Franco include (i) 889,794 shares currently
held of record by him and (ii) 112,500 shares issuable to him upon exercise of a
currently exercisable Option at an exercise price of $6.75 per share.


                                        9

<PAGE>



(4) Mr. Ferrentino has served as the Company's President and as a Director since
1995. The shares beneficially owned by Mr. Ferrentino include (i) 999,794 shares
currently  held of record  by him,  (ii)  281,250  shares  issuable  to him upon
exercise of a  currently  exercisable  Option at an exercise  price of $6.75 per
share,  (iii) 889,794  shares held of record by  Christopher P. Franco which are
subject to a voting agreement among him, Mr. Ferrentino, and Kevin W. Kiernan, a
Vice President of COMFORCE  Telecom,  Inc. under which Mr. Ferrentino has voting
power (the "Voting  Agreement"),  and (iv) 222,174  shares held of record by Mr.
Kiernan which are subject to the Voting Agreement.

(5) Mr. Grillo has served as Vice President--Finance and Chief Financial Officer
of the Company since July 1996.  The shares shown as  beneficially  owned by Mr.
Grillo are  issuable  upon the  exercise  of an Option at an  exercise  price of
$18.00 per share, which Option is currently  exercisable as to 25% of the shares
shown  and is to become  exercisable  as to the  balance  of the  shares  over a
three-year period.

(6) Mr.  Reiben has served as Chief  Accounting  Officer  of the  Company  since
February  1996 and as Director of Finance of the Company  since April 1997.  The
shares shown as  beneficially  owned by Mr. Reiben are shares  issuable upon the
exercise of an Option at an exercise  price of $7.00 per share,  which Option is
currently exercisable as to 25% of the shares shown and is to become exercisable
as to the balance of the shares over a three-year period.

(7) Mr. High has served as Corporate Controller of the Company since March 1997.
The shares shown as beneficially  owned by Mr. High are shares issuable upon the
exercise of an Option at an  exercise price of $8.00 per share,  which Option is
to become exercisable over a four-year period.

(8) Such  individual has served as a non-employee  director of the Company since
December 1995. The shares shown as beneficially owned by this individual include
(i) 10,000  shares  issuable to him upon  exercise  of a  currently  exercisable
Option at an exercise  price of $6.75 per share and (ii) 10,000 shares  issuable
to him upon  exercise  of an Option at an  exercise  price of $16.75  per share,
which Option becomes exercisable in October 1997.

(9) Mr.  Werner has served as a  non-employee  director of the Company since May
1997.  The  shares  shown  as  beneficially  owned  by Mr.  Werner  will  become
exercisable at a price of $5.875 per share in May 1998.


                     DESCRIPTION OF THE COMPANY'S SECURITIES

General

     The authorized  capital stock of the Company consists of 100,000,000 shares
of Common  Stock having a par value of $.01 per share and  10,000,000  shares of
Preferred Stock,  par value $0.01 per share,  which may be issued in one or more
series with such rights and preferences as determined by the Board of Directors.
As of July 22,  1997,  the  Company  had issued and  outstanding  capital  stock
consisting  of  13,718,948  shares  of Common  Stock and 500  shares of Series F
Preferred  Stock.  In addition,  as of the date of this  Prospectus,  there were
options and warrants to purchase an additional  3,953,824 shares of Common Stock
issued and outstanding.

     The following  summary  description of the Company's capital stock does not
purport to be complete and is qualified in its entirety by this reference to the
Company's  Certificate of  Incorporation  and Bylaws,  copies of which have been
incorporated  by  reference as exhibits to the  Registration  Statement of which
this Prospectus is a part.

Common Stock

     The  holders  of the  Common  Stock are  entitled  to one vote per share of
record  on all  matters  to be  voted  upon by  stockholders.  At a  meeting  of
stockholders at which a quorum is present,  a majority of the votes cast decides
all questions,  unless the matter is one upon which a different vote is required
by express  provision of law or the Company's  Certificate of  Incorporation  or
Bylaws.  Cumulative  voting is not  permitted  with  respect to the  election of
directors.

     The holders of Common Stock have no preemptive rights and have no rights to
convert their Common Stock into any other  securities.  Subject to the rights of
holders  of  Preferred  Stock,  if  any  shares  of  Preferred  Stock  are  then
outstanding,  in the event of a  liquidation,  dissolution  or winding up of the
Company,  holders of Common Stock are entitled to participate equally, share for
share, in all assets remaining after payment of liabilities.

     The holders of Common Stock are entitled to receive  ratably such dividends
as the Board of Directors may declare out of funds legally  available  therefor,
when and if so declared. The payment by the Company of dividends, if

                                       10

<PAGE>


any,  rests within the discretion of its Board of Directors and will depend upon
the Company's results of operations, financial condition and capital expenditure
plans, as well as other factors considered relevant by the Board of Directors.

Preferred Stock

     The  Company's  Certificate  of  Incorporation   authorizes  the  Board  of
Directors  to issue  shares  of  Preferred  Stock in one or more  series  and to
establish such relative voting, dividend,  redemption,  liquidation,  conversion
and  other  powers,  preferences,   rights,   qualifications,   limitations  and
restrictions as the Board of Directors may determine without further approval of
the Stockholders of the Company.

     On October 25,  1996,  the Board  authorized  the  issuance of up to 10,000
shares of Preferred  Stock,  par value $0.01 per share,  designated the Series F
Convertible  Preferred  Stock  ("Series F  Preferred  Stock").  As  subsequently
modified by  agreement  of the Company and the  holders,  each share of Series F
Preferred Stock will, (i) at the option of the holder or (ii)  automatically  on
the second anniversary of the date of issuance, be converted into such number of
shares of Common Stock  determined by dividing  $1,000 plus all accrued,  unpaid
dividends thereon by the per share conversion price. The conversion price is 83%
of the average  closing bid price of the Common  Stock for the five trading days
immediately  preceding  the  conversion  date,  subject to certain  limitations.
Holders  of shares of  Series F  Preferred  Stock  are  entitled  to  cumulative
dividends of 5% per annum,  payable  quarterly on the first day of March,  June,
September and December in each year,  payable in cash or Common Stock (valued at
the closing price on the date of declaration),  at the Company's  election.  The
Series F Preferred  Stock has a liquidation  preference over the Common Stock in
the  event  of any  liquidation  or sale of the  Company.  Except  as  otherwise
provided by law,  the holders of Series F  Preferred  Stock are not  entitled to
vote.  As of June 30,  1997,  there were 500 shares of Series F Preferred  Stock
outstanding with a liquidation value of $500,000.

     Except  for the  Series F  Preferred  Stock,  there are no other  series or
classes of Preferred Stock with currently  outstanding shares. All the shares of
all other  series or classes of Preferred  Stock  previously  authorized  by the
Company's Board have been repurchased by the Company, canceled or converted into
Common Stock and are not subject to reissue.

     The issuance of any additional  series of Preferred Stock, and the relative
powers,  preferences,  rights,  qualifications,  limitations and restrictions of
such series, if and when established,  will depend upon, among other things, the
future capital needs of the Company,  the  then-existing  market  conditions and
other factors that, in the judgment of the Board of Directors, might warrant the
issuance of  Preferred  Stock.  The issuance of  additional  series of Preferred
Stock by the Board of Directors could, among other things,  adversely affect the
voting power of the holders of Common Stock and,  under  certain  circumstances,
make it more difficult for a person or group to gain control of the Company.  At
the date of this Prospectus,  there are no plans,  agreements or  understandings
relative to the issuance of any shares of Preferred Stock.

Delaware Law

     Certain provisions of the General Corporation Law of the State of Delaware,
summarized  in  the  following   paragraphs,   may  be  considered  to  have  an
anti-takeover  effect and may  delay,  deter or  prevent a tender  offer,  proxy
contest or other  takeover  attempt that a stockholder  might  consider to be in
such stockholder's  best interest,  including such an attempt as might result in
payment of a premium over the market price for shares held by stockholders.

     Section  203 of the  General  Corporation  Law of  the  State  of  Delaware
prohibits  a  public   Delaware   corporation   from  engaging  in  a  "business
combination" with an "interested  stockholder" for a period of three years after
the  date  of  the  transaction  in  which  such  person  became  an  interested
stockholder  unless  (i) prior to such  date,  the Board of  Directors  approved
either  the  business  combination  or the  transaction  which  resulted  in the
stockholder  becoming  an  interested  stockholder;  or (ii)  upon  becoming  an
interested  stockholder  the  stockholder  then owned at least 85% of the voting
stock, as defined in Section 203; or (iii) subsequent to such date, the business
combination is approved by both the Board of Directors and by at least 66-2/3 of
the  corporation's  outstanding  voting  stock,  excluding  shares  owned by the
interested  stockholder.  For these  purposes,  the term "business  combination"
includes mergers, asset sales and other similar transactions with an "interested
stockholder."  An  "interested  stockholder"  is a  person  who,  together  with
affiliates and associates,  owns (or, within the prior three years, did own) 15%
or more of the  corporation's  voting  stock.  Although  Section  203  permits a
corporation to elect not to be governed by its  provisions,  the Company to date
has not made this election.


                                       11

<PAGE>


     Section 203 excludes from the  definition of "interested  stockholder"  any
stockholder  of the  Company  that  owned  over  15% of the  Company's  stock on
December  23,  1987,  so long as such  holder  continues  to own over 15% of the
Company.

Transfer Agent

     The  transfer  agent and  registrar  for the  Common  Stock is  ChaseMellon
Shareholder Services.

                              PLAN OF DISTRIBUTION

     The shares of Common Stock may be sold from time to time to  purchasers  in
regular  way  brokerage  transactions  on  the  American  Stock  Exchange  or in
privately negotiated transactions.  Sales effected through the facilities of the
American  Stock  Exchange or otherwise will be effected at such prices as may be
obtainable and are satisfactory to the respective Selling Stockholders.

     Each sale may be made  either at market  prices  prevailing  at the time of
such sale or at negotiated prices. Some or all of the shares of Common Stock may
be sold  through  brokers  acting on behalf of the  Selling  Stockholders  or to
dealers for resale by such  dealers,  and in  connection  with such sales,  such
brokers  or  dealers  may  receive  compensation  in the  form of  discounts  or
commissions from the Selling  Stockholders  and/or the purchasers of such shares
for whom they may act as broker or agent (which discounts or commissions are not
anticipated to exceed those  customary in the types of  transactions  involved).
However,  any  securities  covered by this  Prospectus  which  qualify  for sale
pursuant to Rule 144 under the  Securities Act may be sold under Rule 144 rather
than  pursuant to this  Prospectus.  All  expenses of  registration  incurred in
connection with this offering are being borne by the Company,  but all brokerage
commissions and other expenses incurred by individual Selling  Stockholders will
be borne by each such Selling  Stockholder.  The Company will not be entitled to
any of the proceeds from such sales,  although the Company will, with respect to
the Stock Option Plan,  receive the exercise  price in cash upon the exercise of
the  options  under  which  the  shares  of Common  Stock  are  acquired  by the
non-employee directors party thereto.

     The Selling  Stockholders and any dealer  participating in the distribution
of any of the shares of Common Stock or any broker  executing  selling orders on
behalf of the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the  Securities  Act, in which event any profit on the sale of any or
all of the  shares  of Common  Stock by them and any  discounts  or  commissions
received  by any such  brokers  or  dealers  may be  deemed  to be  underwriting
discounts and commissions under the Securities Act.

     Any broker or dealer  participating in any distribution of shares of Common
Stock in  connection  with this  offering  may be deemed to be an  "underwriter"
within the  meaning of the  Securities  Act and if so deemed will be required to
deliver  a copy  of this  Prospectus,  including  a  Prospectus  Supplement,  if
required,  to any person who purchases any of the shares of Common Stock from or
through such broker or dealer.

     In  order  to  comply  with  the  securities  laws of  certain  states,  if
applicable,  the shares of Common Stock will be sold only through  registered or
licensed  brokers or dealers.  In  addition,  in certain  states,  the shares of
Common Stock may not be sold unless they have been  registered  or qualified for
sale in such  state or an  exemption  from such  registration  or  qualification
requirement is available and is complied with.

                                  LEGAL MATTERS

     The validity of the Common Stock being  offered  hereby will be passed upon
for  the  Company  by  Doepken,   Keevican  &Weiss   Professional   Corporation,
Pittsburgh, Pennsylvania.

                                     EXPERTS

     The  consolidated  financial  statements  of the  Company  incorporated  by
reference in this Prospectus  from the Company's  Annual Report on Form 10-K for
the year ended  December 31, 1996 have been  incorporated  herein in reliance on
the  report of  Coopers & Lybrand  LLP,  independent  accountants,  given on the
authority of that firm as experts in accounting and auditing.


                                       12

<PAGE>


     The financial statements of RHO Company Incorporated which are incorporated
by reference in this  Prospectus  from the Company's  Annual Report on Form 10-K
for the year ended  December 31, 1996 have been audited by Arthur  Andersen LLP,
independent  public  accountants,  as  indicated  in their  report with  respect
thereto which is incorporated herein by reference, and have been so incorporated
in reliance upon the authority of said firm as experts in giving said report.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents filed with the Commission by the Company  pursuant
to the Exchange Act are incorporated by reference in this Prospectus:

     1.   Annual Report on Form 10-K for the Year ended December 31, 1996.
     2.   Amendment  No. 1 to Annual  Report on Form  10-K/A  for the Year ended
          December 31, 1996.
     3.   Amendment  No. 1 to Current  Report on Form 8-K/A  dated  January  13,
          1997,  amending  original Current Report on Form 8-K filed November 8,
          1997.
     4.   Amendment  No. 1 to Current  Report on Form 8-K/A  dated  January  13,
          1997,  amending original Current Report on Form 8-K filed November 19,
          1997.
     5.   Amendment  No. 2 to Current  Report on Form 8-K/A  dated  January  13,
          1997,  amending original Current Report on Form 8-K filed September 3,
          1996.
     6.   Amendment  No. 2 to Current  Report on Form 8-K/A  dated  February  4,
          1997,  amending  original Current Report on Form 8-K filed November 8,
          1997.
     7.   Amendment  No. 2 to Current  Report on Form 8-K/A  dated  February  4,
          1997,  amending original Current Report on Form 8-K filed November 19,
          1997.
     8.   Amendment  No. 3 to Current  Report on Form 8-K/A  dated  February  3,
          1997, amending original Current Report on Form 8-K filed May 23, 1996.
     9.   Current Report on Form 8-K dated March 14, 1997 and Amendment No. 1 to
          Current Report on Form 8-K/A dated April 14, 1997.
     10.  Current  Report on Form 8-K dated July 10, 1997 and Amendment No. 1 to
          Current Report on Form 8-K/A dated July 11, 1997.
     11.  Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
     12.  The  description  of  the  Company's  Common  Stock  included  in  the
          Registration  Statement on Form 8-A filed October 10, 1985, as amended
          by Amendment No. 1 thereto on Form 8-A/A dated July 25, 1997.

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

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the Common Stock being  offered  hereby will be passed upon
for  the  Company  by  Doepken,   Keevican  &  Weiss  Professional  Corporation,
Pittsburgh, Pennsylvania.

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

                                       13

<PAGE>


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 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.

     The Company has entered into separate indemnification  agreements with each
of its outside directors which provides for indemnification of such directors to
the  fullest  extent   permitted  by  law.  The  Company  may  also  enter  into
indemnification  agreements with other directors,  officers or employees or with
anyone else it is permitted to indemnify  under Delaware law, but has no present
intention of doing so.

     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.

4.1     COMFORCE Corporation  Long-Term Stock Investment Plan (included as Annex
        A to Definitive  Proxy  Statement  filed with the Commission on June 30,
        1997).

4.2     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).

4.3     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)

5.1     Opinion of Doepken Keevican & Weiss Professional Corporation.

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

23.2    Consent of Coopers & Lybrand L.L.P.

23.3    Consent of Arthur Andersen L.L.P.

24.1    Powers of  Attorney  (included  on  signature  page of the  Registration
        Statement).

Item 9. Undertakings.

The Registrant hereby undertakes:

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


                                       14

<PAGE>


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

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

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

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

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

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

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

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                       15

<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Lake Success, State of New York, on July 24, 1997.

                                COMFORCE Corporation
                                (Registrant)

                          By:   /s/   Christopher P. Franco
                                ------------------------------------------------
                                Christopher P. Franco, Chief Executive Officer


     Pursuant to the  requirements  of the Securities  Act of 1933,  each of the
members  of the  registrant's  Stock  Option  Committee  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized  in the City of Lake  Success,  State of New York,  on July 24,
1997.


                                 /s/ Keith Goldberg
                                ------------------------------------------------
                                Keith Goldberg, Member of Stock Option Committee

                                /s/ Glen Miller
                                ------------------------------------------------
                                Glen Miller, Member of Stock Option Committee


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Michael Ferrentino and Christopher P. Franco, and
each of them,  with full power to act  without  the  other,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all  amendments  to this  Registration  Statement,  including  post-effective
amendments,  and to file the same with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents of any of them, or any substitute or  substitutes,
lawfully do or cause to be done by virtue hereof.

     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.


                                       16

<PAGE>


     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/ James L. Paterek           Chairman
 -------------------------                                         July 24, 1997
     James L. Paterek

 /s/ Christopher P. Franco      Chief Executive Officer,
 -------------------------      Secretary and Director             July 24, 1997
     Christopher P. Franco       

 /s/ Michael Ferrentino         President and
 -------------------------      Director                           July 24, 1997
     Michael Ferrentino

 /s/ Paul Grillo                Chief Financial Officer
 -------------------------      (Principal Financial               July 24, 1997
     Paul Grillo                Officer)             

  /s/ Andrew Reiben             Director of Finance and            July 24, 1997
 -------------------------      Chief Accounting Officer      
      Andrew Reiben             (Principal Accounting Officer)
                                

  /s/ Richard Barber             Director                          July 24, 1997
  -------------------------      
      Richard Barber

  /s/ Keith Goldberg             Director                          July 24, 1997
  -------------------------      
      Keith Goldberg

  /s/ Glen Miller                Director                          July 24, 1997
  -------------------------      
      Glen Miller

  /s/ Marc Werner                Director                          July 24, 1997
  -------------------------      
      Marc Werner



                                       17
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION  STATEMENT", "secsgml_size_bytes": 77961}]
{"company-data": {"conformed-name": "COMFORCE CORP", "cik": "0000006814", "assigned-sic": "3960", "irs-number": "362362248", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32271", "film-number": "97646752"}, "business-address": {"street1": "2001 MARCUS AVE", "city": "LAKE SUCCESS", "state": "NY", "zip": "11042", "phone": "5163287300"}, "mail-address": {"street1": "500 CENTRAL AVENUE", "city": "NORTHFIELD", "state": "IL", "zip": "60093"}, "former-company": [{"former-conformed-name": "LORI CORP", "date-changed": "19920703"}, {"former-conformed-name": "APECO CORP", "date-changed": "19850814"}, {"former-conformed-name": "AMERICAN PHOTOCOPY EQUIPMENT CO", "date-changed": "19710516"}]}
Registration No. 33-_______________.
--------------------------------------------------------------------------------

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

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

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

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

              2001 Marcus Avenue
            Lake Success, New York                        11042
   (Address of principal executive offices)             (Zip Code)

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

                              Christopher P. Franco
                             Chief Executive Officer
                              COMFORCE Corporation
                               2001 Marcus Avenue
                          Lake Success, New York 11042
                     (Name and address of agent for service)

                                 (516) 328-7300
          (Telephone number, including area code, of agent for service)
                           ---------------------------

                                    Copy to:
                            David G. Edwards, Esquire
                            Doepken Keevican & Weiss
                              58th Floor, USX Tower
                                600 Grant Street
                         Pittsburgh, Pennsylvania 15219
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
    Title of Securities           Amount to be         Proposed Maximum             Proposed Maximum               Amount of
      to be Registered           Registered (1)         Offering Price                  Aggregate            Registration Fee (2)
                                                         per Share (2)             Offering Price (2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock $.01 par               3,074,372                $7.35                     $22,585,149                  $7,788
value
(1) Plus any additional shares that may hereafter become issuable as a result of
the adjustment and antidilution  provisions of the Registrant's  Long-Term Stock
Investment Plan. The Registrant is not registering  hereunder  925,628 shares of
Common Stock issued or issuable  upon the exercise of options  granted  prior to
December 15, 1995 under the Registrant's Long-Term Stock Investment Plan.
(2) Estimated for the purpose of calculating the  registration  fee (i) pursuant
to Rule  457(h) on the  basis of the  exercise  price  per share of  outstanding
options for 1,055,000 shares at $6.75 per share, outstanding options for 215,000
shares at $6.00 per share,  outstanding  options for 23,000 shares at $7.313 per
share,  outstanding options for 74,850 shares at $18.375 per share,  outstanding
options for 24,200  shares at $14.75 per share,  outstanding  options for 23,500
shares at $15.375 per share,  outstanding  options for 795 shares at $15.625 per
share,  outstanding  options for 31,000  shares at $9.00 per share,  outstanding
options  for 12,000  shares at $7.625 per share,  outstanding  options for 3,000
shares at $11.625 per share,  outstanding options for 3,000 shares at $18.50 per
share,  outstanding  options for 3,000  shares at $27.00 per share,  outstanding
options  for 1,500  shares at $7.50 per  share,  outstanding  options  for 1,000
shares at $18.75 per share,  outstanding  options for 1,000 shares at $22.75 per
share,  outstanding  options for 20,000  shares at $7.25 per share,  outstanding
options for 3,000  shares at $7.125 per share,  outstanding  options for 112,500
shares at $7.375 per share,  outstanding  options for 5,000 shares at $18.00 per
share,  outstanding  options for 10,000  shares at $8.00 per share,  outstanding
options  for  50,025  shares at $12.25 per share,  outstanding  options  for 150
shares at $12.50 per  share,  outstanding  options  for 200 shares at $17.50 per
share,  outstanding  options  for 25  shares at $13.75  per  share,  outstanding
options for 150 shares at $13.375 per share,  outstanding options for 620 shares
at $14.50  per  share,  outstanding  options  for 60 shares at $12.75 per share,
outstanding  options  for  30,000  shares  at $16.75  per share and  outstanding
options for 10,000 shares at $5.875 per share;  and (ii) pursuant to Rule 457(c)
for the remaining 1,400,797 shares registered  hereunder (the average ($6.52) of
the high ($6.656) and low ($6.375) prices for the  Registrant's  Common Stock on
the American Stock Exchange on July 22, 1997.

     In accordance  with Rule 464 under the  Securities Act of 1933, as amended,
this  Registration  Statement is effective  automatically  on the date of filing
with the Securities and Exchange Commission.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information

     The  documents  containing  the  information  specified  in  Part I of this
Registration  Statement will be sent or given to plan  participants  by COMFORCE
Corporation (the "Company") as specified by Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities  Act").  Such documents are not required to
be  and  are  not  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as a prospectus
or prospectus supplement pursuant to Rule 424. These documents and the documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements  of  Section  10(a)  of the  Securities  Act.  The  Company  is not
registering hereunder 925,628 shares of Common Stock issued or issuable upon the
exercise of options  granted to any person  prior to December 15, 1995 under the
Company's Long-Term Stock Investment Plan.

     The  following  reoffer  prospectus  filed  as  part  of  the  Registration
Statement  has been prepared in accordance  with the  requirements  of Part I of
Form S-3 and,  pursuant to General  Instruction  C of Form S-8,  may be used for
reofferings  and resales of Common Stock to be acquired by  "affiliates"  of the
Company (as defined in Rule 405 under the  Securities  Act) upon the exercise or
acquisition  by such  affiliates  of  options  or  Common  Stock  heretofore  or
hereafter granted under the Company's Long-Term Stock Investment Plan.

REOFFER PROSPECTUS

     This  Prospectus is being used in connection with the offering from time to
time by employees and  non-employee  directors (the "Selling  Stockholders")  of
COMFORCE Corporation,  a Delaware corporation (the "Company"), who may be deemed
"affiliates"  of the Company as defined in Rule 405 under the  Securities Act of
1933, as amended (the  "Securities  Act"), of shares of common stock,  par value
$.01 per share,  of the Company  (the  "Common  Stock") that have been or may be
acquired by them pursuant to the Company's Long-Term Stock Investment Plan.

     The  shares  of Common  Stock  may be sold from time to time to  purchasers
directly  by  any  of  the  Selling  Stockholders.  Alternatively,  the  Selling
Stockholders  may sell the  shares of Common  Stock in one or more  transactions
(which  may  involve  one or more  block  transactions)  on the  American  Stock
Exchange in separately  negotiated  transactions,  or in a  combination  of such
transactions.  Each sale may be made either at market  prices  prevailing at the
time of such sale or at negotiated  prices.  Some or all of the shares of Common
Stock may be sold through  brokers acting on behalf of the Selling  Stockholders
or to dealers for resale by such  dealers,  and in  connection  with such sales,
such  brokers or dealers may receive  compensation  in the form of  discounts or
commissions from the Selling  Stockholders  and/or the purchasers of such shares
for whom they may act as broker or agent (which discounts or commissions are not
anticipated to exceed those  customary in the types of  transactions  involved).
However,  any  securities  covered  by this  Prospectus  that  qualify  for sale
pursuant to Rule 144 under the  Securities Act may be sold under Rule 144 rather
than  pursuant to this  Prospectus.  All  expenses of  registration  incurred in
connection with this offering are being borne by the Company,  but all brokerage
commissions and other expenses incurred by individual Selling  Stockholders will
be borne by each such Selling  Stockholder.  The Company will not be entitled to
any of the proceeds from such sales,  although the Company will, with respect to
the Company's  Long-Term Stock  Investment  Plan,  receive the exercise price in
cash upon the  exercise  of the  options  pursuant to which the shares of Common
Stock are acquired by the non-employee directors party thereto.

     The Selling  Stockholders and any dealer  participating in the distribution
of any shares of Common Stock or any broker  executing  selling orders on behalf
of the  Selling  Stockholders  may be deemed  to be  "underwriters"  within  the
meaning of the  Securities  Act, in which event any profit on the sale of any or
all of the  shares  of Common  Stock by them and any  discounts  or  commissions
received  by any such  brokers  or  dealers  may be  deemed  to be  underwriting
discounts and commissions under the Securities Act.

     The Common Stock is traded on the American  Stock Exchange under the symbol
"CFS".  On July 22, 1997,  the closing  price of the Common Stock as reported on
the American Stock Exchange was $6.50 per share.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION,  NOR HAS THE  COMMISSION  PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                  The date of this Prospectus is July 28, 1997
TABLE OF CONTENTS

                                                                            Page

Available Information .........................................................2
Incorporation of Certain Documents ............................................3
The Company....................................................................3
Risk Factors...................................................................4
Use of Proceeds................................................................8
Selling Stockholders...........................................................9
Description of the Company's Securities.......................................10
Plan of Distribution..........................................................12
Legal Matters.................................................................12
Experts.......................................................................12

                              AVAILABLE INFORMATION

     The Company has filed with the  Securities  and  Exchange  Commission  (the
"Commission"),  in  Washington,  D.C.,  a  Registration  Statement  on Form S-3,
together with all amendments and exhibits thereto (the "Registration Statement")
under the Securities Act, with respect to the Common Stock offered hereby.  This
Prospectus does not contain all of the information set forth in the Registration
Statement,  certain parts of which are omitted in accordance  with the Rules and
Regulations  of the  Commission.  Statements  made in the  Prospectus  as to the
contents  of any  contract,  agreement  or other  document  referred  to are not
necessarily  complete;  with respect to each such  contract,  agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete  description  of the matter  involved,  and each
such statement shall be deemed qualified in its entirety by such reference.  The
Registration Statement, including exhibits and schedules filed therewith, may be
inspected at the Commission's Public Reference Section,  450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the regional offices of the Commission
located at 7 World Trade Center,  13th Floor, New York, New York 10048 and Suite
1400, 500 West Madison Street, Chicago,  Illinois 60661. Copies of such material
may be obtained upon written  request from the Public  Reference  Section of the
Commission at the address set forth above upon payment of prescribed  fees.  The
Commission  also  maintains a Web site at  "http://www.sec.gov"  which  contains
reports,  proxy statements and other information regarding registrants that file
electronically with the Commission.

     The Company is subject to the informational  requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy statements
and other  information with the Commission.  Such reports,  proxy statements and
other  information  may be  inspected  at the  Public  Reference  Section of the
Commission or the Commission's regional offices at the addresses set forth above
or accessed through the  Commission's  Web site identified  above, and copies of
such  material may be obtained  upon written  request from the Public  Reference
Section of the Commission upon payment of prescribed fees.

     The Common  Stock of the Company is listed on the American  Stock  Exchange
and such reports,  proxy material and other  information  are also available for
inspection at the American Stock Exchange,  86 Trinity Place, New York, New York
10006.

                                        2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents filed with the Commission by the Company  pursuant
to the Exchange Act are incorporated by reference in this Prospectus:

     1.   Annual Report on Form 10-K for the Year ended December 31, 1996.
     2.   Amendment  No. 1 to Annual  Report on Form  10-K/A  for the Year ended
          December 31, 1996.
     3.   Amendment  No. 1 to Current  Report on Form 8-K/A  dated  January  13,
          1997,  amending  original Current Report on Form 8-K filed November 8,
          1997.
     4.   Amendment  No. 1 to Current  Report on Form 8-K/A  dated  January  13,
          1997,  amending original Current Report on Form 8-K filed November 19,
          1997.
     5.   Amendment  No. 2 to Current  Report on Form 8-K/A  dated  January  13,
          1997,  amending original Current Report on Form 8-K filed September 3,
          1996.
     6.   Amendment  No. 2 to Current  Report on Form 8-K/A  dated  February  4,
          1997,  amending  original Current Report on Form 8-K filed November 8,
          1997.
     7.   Amendment  No. 2 to Current  Report on Form 8-K/A  dated  February  4,
          1997,  amending original Current Report on Form 8-K filed November 19,
          1997.
     8.   Amendment  No. 3 to Current  Report on Form 8-K/A  dated  February  3,
          1997, amending original Current Report on Form 8-K filed May 23, 1996.
     9.   Current Report on Form 8-K dated March 14, 1997 and Amendment No. 1 to
          Current Report on Form 8-K/A dated April 14, 1997.
     10.  Current  Report on Form 8-K dated July 10, 1997 and Amendment No. 1 to
          Current Report on Form 8-K/A dated July 11, 1997.
     11.  Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
     12.  The  description  of  the  Company's  Common  Stock  included  in  the
          Registration  Statement on Form 8-A filed October 10, 1985, as amended
          by Amendment No. 1 thereto on Form 8-A/A dated July 25, 1997.

     Each document filed by the Company pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the  termination  of the offering of the Common Stock  pursuant  hereto shall be
deemed to be  incorporated  by reference in this  Prospectus and to be a part of
this  Prospectus  from  the  date of  filing  of such  document.  Any  statement
contained  in this  Prospectus  or in a  document  incorporated  or deemed to be
incorporated by reference in this  Prospectus  shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to the
extent that a statement  contained in this  Prospectus,  or in any  subsequently
filed document that also is or is deemed to be incorporated by reference in this
Prospectus,  modifies  or  supersedes  such  statement.  Any such  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement or this Prospectus.

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in this Prospectus),  other documents  required to
be  delivered  to  eligible  employees  pursuant  to Rule  428(b) or  additional
information  about the Company's  Long-Term Stock  Investment Plan are available
without charge by contacting:  Linda Connolly,  Shareholder  Services,  COMFORCE
Corporation,  2001 Marcus Road,  Lake Success,  New York 11042,  telephone (516)
328-7300.

                                   THE COMPANY

     COMFORCE  Corporation is a provider of technical  staffing,  consulting and
outsourcing  solutions  focused on the high technology needs of businesses.  The
Company provides services through its  highly-skilled  labor force that includes
computer programmers,  engineers,  technicians,  scientists and researchers. The
Company's   customers   include   telecommunication   equipment   manufacturers,
telecommunication  service providers (wireline and wireless),  computer software
and hardware manufacturers, aerospace and avionics firms, utilities and national
research  laboratories.  The Company maintains its headquarters in Lake Success,
NY and has over 30 branch  offices  throughout the United States to enable it to
meet the needs of  national  as well as local  customers.  The  Company  employs
approximately 3,800 persons,

                                        3
and maintains a proprietary database of over 110,000 prospective  employees with
expertise in the technical disciplines served by the Company.

     The   Company   serves   customers   in   three   principal    sectors   --
telecommunications, information technology ("IT") and technical services. In the
telecommunications  sector,  the Company  provides  staffing  for  wireline  and
wireless  communications  systems  development,   satellite  and  earth  station
deployment,  network  management  and plant  modernization.  In the  information
technology sector, the Company provides staffing for specific projects requiring
highly  specialized  skills such as applications  programming  and  development,
client/server  development,  systems software  architecture and design,  systems
engineering  and systems  integration.  In the technical  services  sector,  the
Company  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.

     The  Company's  objective  is to  be  the  leading  provider  of  technical
staffing,  consulting and outsourcing solutions for the high technology needs of
businesses.

     The  Company  was  incorporated  in  Illinois in 1954 and became a Delaware
corporation  through its merger with a Delaware subsidiary in 1969. It maintains
its  headquarters  at 2001 Marcus  Avenue,  Lake  Success,  New York 11042.  The
Company's  telephone  number is (516) 328-7300 and its address on the World Wide
Web is www.comforce.com.

                                  RISK FACTORS

     Prospective  purchasers of the Common Stock offered hereby should  consider
carefully the factors set forth below, as well as other information contained in
this  Prospectus,  before making a decision to purchase the Common Stock offered
hereby.  This  Prospectus  contains,  in  addition  to  historical  information,
forward-looking  statements that involve risks and uncertainties.  The Company's
actual results could differ  materially from those projected or suggested in any
forward-looking  statement.  Factors  that  could  cause or  contribute  to such
differences  include,  but are not limited to, those  discussed below as well as
those discussed elsewhere in this Prospectus.

Absence of Combined Operating History; Potential Inability to Integrate Acquired
Businesses

     The Company's  technical  staffing business has been developed  principally
through the acquisition of established  technical  staffing  businesses,  all of
which have been acquired since October 1995.  Prior to their  acquisition by the
Company,  each of these acquired  companies  operated as a separate  independent
entity.  There can be no assurance that the Company's  management  group will be
able to  adequately  manage the combined  entity and  effectively  implement the
Company's  strategy or  effectively  integrate the businesses  acquired.  If the
Company is unable to integrate  the  management  personnel  needed to manage the
acquired  businesses,  if such  personnel  are  unable  to  achieve  anticipated
performance levels or if the Company is unable to implement  effective controls,
the Company's  business,  financial condition and results of operations could be
adversely  affected.  Future  operating  results will depend upon many  factors,
including  fluctuations  in the economy,  the degree and nature of  competition,
demand for the Company's  services,  and the Company's  ability to integrate the
operations of acquired businesses,  to recruit and place staffing professionals,
to expand  into new  markets,  and to  maintain  margins  in the face of pricing
pressures.

Future Capital Needs; Uncertainty of Financing; Potential Dilution

     The Company will need to obtain additional  financial resources to fund its
strategy  of  growth  through  acquisition,   geographic  expansion  and  market
development.  The Company can give no assurance  that (i)  additional  financing
will  be  available  or,  if  available,  that it will  be  available  on  terms
acceptable to the Company,  or (ii) its existing capital resources,  the amounts
available for  borrowing  under its lines of credit with its lenders or its cash
flow from operations,  will either individually or collectively be sufficient to
fund future acquisitions or satisfy its working capital requirements. There also
can be no  assurance  that the Company or any of the  acquired  businesses  will
generate positive cash flow.

     If additional funds are raised by issuing equity securities,  the Company's
stockholders may experience dilution.  Further,  such equity securities may have
rights,  preferences,  or privileges senior to those of the Common Stock. To the
extent the Company  finances  its  activities  by issuing debt  securities,  the
Company may become subject to certain  financial and other  covenants  which may
restrict its ability to pursue its strategy of growth through acquisition. There
can be no assurance that adequate  equity or debt will be available as needed or
on terms acceptable to the Company.

                                        4
A lack of  available  funds may  require  the  Company  to delay,  scale back or
eliminate all or some of its market  development  and  acquisition  projects and
could  have a  material  adverse  effect on the  Company's  business,  financial
condition and results of operations.

Reliance  on  Acquisitions   for  Company  Growth  and  Risks   Associated  with
Acquisitions

     The  ability of the  Company to achieve  growth  through  acquisition  will
depend  on a  number  of  factors,  including  the  availability  of  attractive
acquisition  opportunities,   the  availability  of  funds  needed  to  complete
acquisitions,  the availability of working capital needed to fund the operations
of acquired  businesses  and the effect of existing and emerging  competition on
operations.  The Company has recently  consummated several  acquisitions.  These
acquisitions  may not achieve levels of revenue,  profitability  or productivity
comparable  to those of the Company's  existing  operations or may not otherwise
perform as expected.  Acquisitions  also involve special risks,  including risks
associated  with  unanticipated  liabilities  and  contingencies,  diversion  of
management  attention and possible  adverse  effects on earnings  resulting from
increased  goodwill  amortization,  increased  interest  costs,  the issuance of
additional  securities  and  difficulties  related  to  the  integration  of the
acquired  business.  The  Company is  actively  seeking  additional  acquisition
opportunities,  although the Company has no agreements,  understandings or plans
regarding any material acquisitions at this time. There can be no assurance that
the  Company  will  be  able  to  successfully   identify   additional  suitable
acquisition  candidates,  complete additional acquisitions or integrate acquired
businesses into its operations.

Limited Experience in Managing Rapid Growth

     The Company's officers have had limited experience in managing companies as
large  and as  rapidly  growing  as  the  Company.  The  Company's  strategy  of
continuing  its growth and  expansion  will place  additional  demands  upon the
Company's current management and will require additional information systems and
management, operational and other financial resources. Not all factors affecting
the  Company's  growth are within the  control  of the  Company.  The  Company's
ability to manage  growth  successfully  will require the Company to continue to
enhance its  operational,  management,  financial  and  information  systems and
controls.  No assurance can be given that the Company will be able to manage its
expanding operations and, if the Company's management is unable to manage growth
effectively,   the  Company's  business,  financial  condition  and  results  of
operations could be materially adversely affected.

Risks Related to the Loss of Key Customers

     As is common in the staffing industry, the Company's engagements to provide
services to its customers are generally  non-exclusive,  of a short-term  nature
and subject to  termination  by the customer  with little or no notice.  For the
fiscal  year  1996,  sales to one  customer  accounted  for more than 19% of the
Company's  revenues.  The loss of or a material  reduction in the revenues  from
this customer or any of the Company's other significant  customers could have an
adverse  effect on the Company's  business,  results of operations and financial
condition.

Dilution and Depression of Market Price of Common Stock

     The exercise of the Company's warrants and the conversion into Common Stock
of the Company's  convertible  Preferred  Stock at prices below the market price
may result in substantial dilution to existing  stockholders.  In addition,  the
Company has  previously  registered  the shares of Common  Stock  issuable  upon
conversion  of  the  Company's   outstanding   Preferred  Stock  and  is  hereby
registering  under the Securities Act the shares issuable on exercise of certain
of the  Company's  outstanding  warrants  and  on  conversion  of the  Company's
convertible  Preferred Stock making such shares freely  tradeable upon issuance.
Although  the Company is unable to predict the effect that sales of Common Stock
may have on the then prevailing  market price of the shares of the Common Stock,
such sales may have a negative effect on such market price.

Effect of Fluctuations in the General Economy

     Demand for staffing services is significantly affected by the general level
of economic  activity in the country.  Companies use staffing services to manage
personnel costs and changes in staffing needs due to business fluctuations. When
economic activity  increases,  employees from staffing companies are often added
before full-time employees are hired. As economic activity slows, many companies
reduce their usage of  employees  from  staffing  companies  before  undertaking
layoffs of their regular employees. In addition, the Company may experience more
competitive   pricing  pressure  during  such  periods  of  economic   downturn.
Therefore,  any  significant  economic  downturn  could have a material  adverse
effect on the Company's business.

                                        5
Liabilities for Customer and Employee Actions

     Staffing  service  providers  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,  including claims of  discrimination  and harassment,  employment of
illegal aliens and other similar claims. The Company has policies and guidelines
in place to reduce its  exposure to these  risks.  However,  a failure to follow
these policies and  guidelines may result in negative  publicity and the payment
by the Company of money damages or fines.  Although the Company historically has
not had any  significant  problems in this area,  there can be no assurance that
the Company will not experience such problems in the future. The Company is also
exposed to liability  with respect to actions  taken by its  employees  while on
assignment,  such as  damages  caused by  employee  errors,  misuse of  customer
proprietary  information  or theft of customer  property.  Although  the Company
maintains  insurance,  due  to  the  nature  of the  Company's  assignments,  in
particular  its  access  to  customer   information   systems  and  confidential
information,  and the potential liability with respect thereto,  there can be no
assurance that insurance  coverage will continue to be available or that it will
be adequate to cover any such liability.

Increases in Unemployment Insurance Premiums and Workers' Compensation Rates

     The Company is required to pay unemployment insurance premiums and workers'
compensation  benefits  for  its  billable  employees.   Unemployment  insurance
premiums are set annually by the states in which employees  perform services and
could  increase  as a  result  of,  among  other  things,  increased  levels  of
unemployment and the lengthening of periods for which unemployment  benefits are
available. Workers' compensation costs have increased as various states in which
the  Company  conducts   operations  have  raised  levels  of  compensation  and
liberalized  allowable  claims.  The Company may incur costs related to workers'
compensation  claims at rates higher than anticipated if higher than anticipated
losses or an increase in the number or the severity of claims is experienced. In
addition,  the Company's costs could 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. There can be no assurance that the Company will
be able to increase the fees charged to its customers in a sufficient  amount to
cover  increased  costs  related  to  workers'   compensation  and  unemployment
insurance.  Further,  there can be no assurance that the Company will be able to
obtain or renew workers'  compensation  insurance  coverage in amounts and types
desired at reasonable premium rates.

Potential Impairment of Intangible Assets

     As of June 30,  1997,  more than 50% of the  Company's  total  assets  were
intangible  assets.  These intangible  assets  substantially  represent  amounts
attributable to goodwill recorded in connection with the Company's  acquisitions
and are  generally  amortized  over a five to forty year  period,  resulting  in
significant  annual charges.  Various factors could impact the Company's ability
to generate  the  earnings  necessary  to support  this  amortization  schedule,
including  fluctuations  in the economy,  the degree and nature of  competition,
demand for the Company's  services,  and the Company's  ability to integrate the
operations of acquired businesses,  to recruit and place staffing professionals,
to expand into new markets and to maintain  gross margins in the face of pricing
pressures.  Although  management  does not believe any  impairment  has occurred
through  the date of this  Prospectus,  the  failure of the  Company to generate
earnings  necessary  to  support  the  amortization  charge  may  result  in  an
impairment of the asset.  The resulting  write-off could have a material adverse
effect on the Company's business, financial condition and results of operations.

Dependence on Availability of Qualified Staffing Personnel

     The Company depends on its ability to attract,  train and retain  personnel
who  possess  the  skills  and   experience   necessary  to  meet  the  staffing
requirements of its customers. Competition for individuals with proven skills in
certain areas,  particularly  information technology and telecommunications,  is
intense.  The Company  competes  for such  individuals  with other  providers of
technical  staffing  services,  systems  integrators,  providers of  outsourcing
services,  computer systems consultants,  customers and personnel agencies.  The
Company  must  continually  evaluate,  train and upgrade  its base of  available
personnel to keep pace with changing customers' needs and emerging technologies.
There can be no assurance that qualified personnel will continue to be available
to the Company in  sufficient  numbers and on economic  terms  acceptable to the
Company.  In addition,  although the  Company's  employment  agreements  contain
non-compete  covenants,   there  can  be  no  assurance  that  the  Company  can
effectively enforce such agreements against its former employees.

                                        6
Highly Competitive Market; Limited Barriers to Entry

     The staffing services  industry is highly  competitive and has low barriers
to  entry.  Heightened  competition  for  customers  as  well  as for  technical
personnel could adversely impact the Company's margins.  Heightened  competition
for  customers  could result in the Company being unable to maintain its current
fee scales  without  being able to reduce the  personnel  costs of its  billable
employees.  Shortages of qualified technical personnel, which currently exist in
some  technical  specialties  and could occur in the  future,  may result in the
Company being unable to fulfill its customers' needs. Moreover,  customers could
employ  technical staff directly  (rather than using the Company's  services) to
ensure the  availability  of such personnel.  Many of the Company's  competitors
have greater marketing,  financial and personnel resources than the Company does
and could provide increased competition to the Company. The Company expects that
the level of  competition  will remain  high in the  future,  which could have a
material  adverse effect on the Company.  Additionally,  in certain  markets the
Company  has  experienced   significant   pricing  pressure  from  some  of  its
competitors.

Dependence on Key Personnel

     The Company is highly  dependent on its management.  The Company's  success
depends upon the availability and performance of James L. Paterek,  the Chairman
of the  Company,  Christopher  P.  Franco,  the Chief  Executive  Officer of the
Company,  and Michael  Ferrentino,  the  President of the  Company.  The loss of
services of any of these key persons could have a material  adverse  effect upon
the Company. The Company has entered into employment agreements with all of such
individuals.  The Company  does not  maintain  key man life  insurance on any of
these individuals.

Control by Insiders

     Current  management of the Company currently controls more than one-quarter
of the Company's  outstanding shares of Common Stock. As a result,  such persons
are expected to have the ability to significantly influence all issues submitted
to the Company's  stockholders  including with respect to its management and the
selection of its Board of Directors. Such 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 have the effect of making it more difficult for
a third party to acquire,  or of  discouraging a third party from  attempting to
acquire, control of the Company.

Anti-Takeover Provisions

     Certain provisions of the Company's Certificate of Incorporation and Bylaws
authorize the issuance of "blank check" Preferred Stock and the establishment of
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 the
Company,  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 the
issuance of  Preferred  Stock could have an adverse  effect on holders of Common
Stock by  delaying  or  preventing  a change in control of the  Company,  making
removal of the present  management of the Company more difficult or resulting in
restrictions  upon the  payment  of  dividends  and other  distributions  to the
holders  of Common  Stock.  For  example,  the  Company  could  issue  shares of
Preferred Stock with extraordinary  voting rights or liquidation  preferences to
make it more difficult for a hostile acquiror to gain control of the Company. In
addition to the anti-takeover effect of the issuance of preferred stock, holders
of  preferred  stock have a preferred  position  over holders of common stock on
liquidation,  the right to a fixed or minimum  dividend  before any  dividend is
paid  (or  accrued)  on  common  stock,   and  the  right  to  approve   certain
extraordinary corporate matters.

No Cash Dividends

     The Company  anticipates that for the foreseeable  future its earnings will
be retained for the operation and expansion of its business and that it will not
pay cash  dividends on its Common Stock.  In addition,  the Company's  revolving
credit  facility  prohibits  the payment of cash  dividends  on the Common Stock
without the lender's consent.

Potential Environmental Liability

     The   Company,   through  a   predecessor   company  that  was  engaged  in
manufacturing  activities,  has  been  named as one of 80  defendants  in a case
alleging that the defendants disposed of hazardous substances at a site in Gary,
Indiana.  Management and its counsel cannot determine whether a negative outcome
is probable regarding the Company's  potential  liability at this site. Although
the Company is entitled to be indemnified for any  environmental  liabilities in
connection with disposal of hazardous  substances at this site, no assurance can
be given that the Company will be effectively  indemnified or will not otherwise
ultimately sustain liability for disposing of hazardous substances.

                                        7
Possible Volatility of Stock Price

     From  time to  time,  there  has been and may  continue  to be  significant
volatility  in the  market  price  for the  Company's  Common  Stock.  Quarterly
operating  results of the  Company or of other  staffing  companies,  changes in
general  conditions  in the  economy,  the  financial  markets  or the  staffing
industry,  natural disasters or other  developments could cause the market price
of the Company's Common Stock to fluctuate substantially. 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.

                                 USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of the Common Stock
offered hereby by the Selling  Stockholders.  However, if the holders of Options
to  purchase  shares  of  Common  Stock  under  the  Company's  Long-Term  Stock
Investment  Plan  ("Options")  exercise  Options in order to sell the underlying
shares (which are registered hereby), the Company will receive the amount of the
exercise prices of any Options so exercised.  The Company cannot predict when or
if it will receive  proceeds from the exercise of Options,  or the amount of any
such proceeds.  The Company intends to use the proceeds,  if any,  received from
the   exercise  of  Options  for  working   capital   purposes.   See  "Plan  of
Distribution."

                                        8
SELLING STOCKHOLDERS

     The following table sets forth certain information  regarding the shares of
Common Stock  issuable upon the exercise of Options held by any affiliate of the
Company  (as defined in Rule 405 under the  Securities  Act)  granted  under the
Company's  Long-Term Stock  Investment Plan ("Selling  Stockholders").  In cases
where the Selling  Stockholder  serves or has served within the past three years
as an officer, director or employee of the Company or any of its subsidiaries or
has had another material  relationship  with the Company,  this  relationship is
noted.  All of the shares  offered  hereby  shares  issued or issuable  upon the
exercise of Options granted under the Company's Long-Term Stock Investment Plan,
including Options which are not presently  exercisable.  Non-employee  directors
are  entitled  to receive  Options to  purchase  10,000  shares of Common  Stock
annually,  and the  Company's  Stock Option  Committee or Board of Directors may
award  additional  Options to such  non-employee  directors and other directors,
officers,  employees  and  agents  from  time to time.  This  Prospectus  may be
supplemented  from time to time to  include  additional  shares of Common  Stock
issuable  upon the  exercise  of  Options  which may  hereafter  be  granted  to
affiliates of the Company.
Shares                 Shares               Shares
                                                                  Beneficially Owned         Offered          Beneficially Owned
       Name                         Position                      Prior to Offering           Hereby        After the Offering(1)
James L. Paterek               Chairman(2)                           1,947,572(2)             281,250        1,666,322 (11.9%)

Christopher P. Franco          Chief Executive Officer,              1,002,294(3)             112,500          889,794  (6.4%)
                               Director(3)
Michael Ferrentino             President, Director(4)                2,393,012(4)             281,250        2,111,762 (15.1%)

Paul J. Grillo                 Vice President-Finance and               50,000(5)              50,000                     -0-
                               Chief Financial Officer(5)
Andrew Reiben                  Director of Finance and                  40,000(6)              40,000                     -0-
                               Chief Accounting Officer(6)
Malcolm High                   Corporate Controller(7)                  10,000(7)              10,000                     -0-

Glen Miller                    Director(8)                              20,000(8)              20,000                     -0-

Richard Barber                 Director(8)                              20,000(8)              20,000                     -0-

Keith Goldberg                 Director(8)                              20,000(8)              20,000                     -0-

Marc Werner                    Director(9)                              10,000(9)              10,000                     -0-
----------

(1) Assumes all of the shares offered hereby will be sold; however, each Selling
Stockholder  has  advised  that he has no present  intention  to sell the shares
offered hereby.

(2) From 1995 to  February  1997,  Mr.  Paterek  served as a  consultant  to the
Company  and in  February  1997 he assumed  his  present  positions.  The shares
beneficially  owned by include (i) 1,666,322  shares currently held of record by
him and (ii)  281,250  shares  issuable  to him  upon  exercise  of a  currently
exercisable Option at an exercise price of $6.75 per share.

(3) From 1995 to February  1997,  Mr. Franco  served as the Company's  Executive
Vice  President  Company and in February 1997 he assumed his present  positions.
The shares beneficially owned by Mr. Franco include (i) 889,794 shares currently
held of record by him and (ii) 112,500 shares issuable to him upon exercise of a
currently exercisable Option at an exercise price of $6.75 per share.

                                        9
(4) Mr. Ferrentino has served as the Company's President and as a Director since
1995. The shares beneficially owned by Mr. Ferrentino include (i) 999,794 shares
currently  held of record  by him,  (ii)  281,250  shares  issuable  to him upon
exercise of a  currently  exercisable  Option at an exercise  price of $6.75 per
share,  (iii) 889,794  shares held of record by  Christopher P. Franco which are
subject to a voting agreement among him, Mr. Ferrentino, and Kevin W. Kiernan, a
Vice President of COMFORCE  Telecom,  Inc. under which Mr. Ferrentino has voting
power (the "Voting  Agreement"),  and (iv) 222,174  shares held of record by Mr.
Kiernan which are subject to the Voting Agreement.

(5) Mr. Grillo has served as Vice President--Finance and Chief Financial Officer
of the Company since July 1996.  The shares shown as  beneficially  owned by Mr.
Grillo are  issuable  upon the  exercise  of an Option at an  exercise  price of
$18.00 per share, which Option is currently  exercisable as to 25% of the shares
shown  and is to become  exercisable  as to the  balance  of the  shares  over a
three-year period.

(6) Mr.  Reiben has served as Chief  Accounting  Officer  of the  Company  since
February  1996 and as Director of Finance of the Company  since April 1997.  The
shares shown as  beneficially  owned by Mr. Reiben are shares  issuable upon the
exercise of an Option at an exercise  price of $7.00 per share,  which Option is
currently exercisable as to 25% of the shares shown and is to become exercisable
as to the balance of the shares over a three-year period.

(7) Mr. High has served as Corporate Controller of the Company since March 1997.
The shares shown as beneficially  owned by Mr. High are shares issuable upon the
exercise of an Option at an  exercise price of $8.00 per share,  which Option is
to become exercisable over a four-year period.

(8) Such  individual has served as a non-employee  director of the Company since
December 1995. The shares shown as beneficially owned by this individual include
(i) 10,000  shares  issuable to him upon  exercise  of a  currently  exercisable
Option at an exercise  price of $6.75 per share and (ii) 10,000 shares  issuable
to him upon  exercise  of an Option at an  exercise  price of $16.75  per share,
which Option becomes exercisable in October 1997.

(9) Mr.  Werner has served as a  non-employee  director of the Company since May
1997.  The  shares  shown  as  beneficially  owned  by Mr.  Werner  will  become
exercisable at a price of $5.875 per share in May 1998.

                     DESCRIPTION OF THE COMPANY'S SECURITIES

General

     The authorized  capital stock of the Company consists of 100,000,000 shares
of Common  Stock having a par value of $.01 per share and  10,000,000  shares of
Preferred Stock,  par value $0.01 per share,  which may be issued in one or more
series with such rights and preferences as determined by the Board of Directors.
As of July 22,  1997,  the  Company  had issued and  outstanding  capital  stock
consisting  of  13,718,948  shares  of Common  Stock and 500  shares of Series F
Preferred  Stock.  In addition,  as of the date of this  Prospectus,  there were
options and warrants to purchase an additional  3,953,824 shares of Common Stock
issued and outstanding.

     The following  summary  description of the Company's capital stock does not
purport to be complete and is qualified in its entirety by this reference to the
Company's  Certificate of  Incorporation  and Bylaws,  copies of which have been
incorporated  by  reference as exhibits to the  Registration  Statement of which
this Prospectus is a part.

Common Stock

     The  holders  of the  Common  Stock are  entitled  to one vote per share of
record  on all  matters  to be  voted  upon by  stockholders.  At a  meeting  of
stockholders at which a quorum is present,  a majority of the votes cast decides
all questions,  unless the matter is one upon which a different vote is required
by express  provision of law or the Company's  Certificate of  Incorporation  or
Bylaws.  Cumulative  voting is not  permitted  with  respect to the  election of
directors.

     The holders of Common Stock have no preemptive rights and have no rights to
convert their Common Stock into any other  securities.  Subject to the rights of
holders  of  Preferred  Stock,  if  any  shares  of  Preferred  Stock  are  then
outstanding,  in the event of a  liquidation,  dissolution  or winding up of the
Company,  holders of Common Stock are entitled to participate equally, share for
share, in all assets remaining after payment of liabilities.

     The holders of Common Stock are entitled to receive  ratably such dividends
as the Board of Directors may declare out of funds legally  available  therefor,
when and if so declared. The payment by the Company of dividends, if

                                       10
any,  rests within the discretion of its Board of Directors and will depend upon
the Company's results of operations, financial condition and capital expenditure
plans, as well as other factors considered relevant by the Board of Directors.

Preferred Stock

     The  Company's  Certificate  of  Incorporation   authorizes  the  Board  of
Directors  to issue  shares  of  Preferred  Stock in one or more  series  and to
establish such relative voting, dividend,  redemption,  liquidation,  conversion
and  other  powers,  preferences,   rights,   qualifications,   limitations  and
restrictions as the Board of Directors may determine without further approval of
the Stockholders of the Company.

     On October 25,  1996,  the Board  authorized  the  issuance of up to 10,000
shares of Preferred  Stock,  par value $0.01 per share,  designated the Series F
Convertible  Preferred  Stock  ("Series F  Preferred  Stock").  As  subsequently
modified by  agreement  of the Company and the  holders,  each share of Series F
Preferred Stock will, (i) at the option of the holder or (ii)  automatically  on
the second anniversary of the date of issuance, be converted into such number of
shares of Common Stock  determined by dividing  $1,000 plus all accrued,  unpaid
dividends thereon by the per share conversion price. The conversion price is 83%
of the average  closing bid price of the Common  Stock for the five trading days
immediately  preceding  the  conversion  date,  subject to certain  limitations.
Holders  of shares of  Series F  Preferred  Stock  are  entitled  to  cumulative
dividends of 5% per annum,  payable  quarterly on the first day of March,  June,
September and December in each year,  payable in cash or Common Stock (valued at
the closing price on the date of declaration),  at the Company's  election.  The
Series F Preferred  Stock has a liquidation  preference over the Common Stock in
the  event  of any  liquidation  or sale of the  Company.  Except  as  otherwise
provided by law,  the holders of Series F  Preferred  Stock are not  entitled to
vote.  As of June 30,  1997,  there were 500 shares of Series F Preferred  Stock
outstanding with a liquidation value of $500,000.

     Except  for the  Series F  Preferred  Stock,  there are no other  series or
classes of Preferred Stock with currently  outstanding shares. All the shares of
all other  series or classes of Preferred  Stock  previously  authorized  by the
Company's Board have been repurchased by the Company, canceled or converted into
Common Stock and are not subject to reissue.

     The issuance of any additional  series of Preferred Stock, and the relative
powers,  preferences,  rights,  qualifications,  limitations and restrictions of
such series, if and when established,  will depend upon, among other things, the
future capital needs of the Company,  the  then-existing  market  conditions and
other factors that, in the judgment of the Board of Directors, might warrant the
issuance of  Preferred  Stock.  The issuance of  additional  series of Preferred
Stock by the Board of Directors could, among other things,  adversely affect the
voting power of the holders of Common Stock and,  under  certain  circumstances,
make it more difficult for a person or group to gain control of the Company.  At
the date of this Prospectus,  there are no plans,  agreements or  understandings
relative to the issuance of any shares of Preferred Stock.

Delaware Law

     Certain provisions of the General Corporation Law of the State of Delaware,
summarized  in  the  following   paragraphs,   may  be  considered  to  have  an
anti-takeover  effect and may  delay,  deter or  prevent a tender  offer,  proxy
contest or other  takeover  attempt that a stockholder  might  consider to be in
such stockholder's  best interest,  including such an attempt as might result in
payment of a premium over the market price for shares held by stockholders.

     Section  203 of the  General  Corporation  Law of  the  State  of  Delaware
prohibits  a  public   Delaware   corporation   from  engaging  in  a  "business
combination" with an "interested  stockholder" for a period of three years after
the  date  of  the  transaction  in  which  such  person  became  an  interested
stockholder  unless  (i) prior to such  date,  the Board of  Directors  approved
either  the  business  combination  or the  transaction  which  resulted  in the
stockholder  becoming  an  interested  stockholder;  or (ii)  upon  becoming  an
interested  stockholder  the  stockholder  then owned at least 85% of the voting
stock, as defined in Section 203; or (iii) subsequent to such date, the business
combination is approved by both the Board of Directors and by at least 66-2/3 of
the  corporation's  outstanding  voting  stock,  excluding  shares  owned by the
interested  stockholder.  For these  purposes,  the term "business  combination"
includes mergers, asset sales and other similar transactions with an "interested
stockholder."  An  "interested  stockholder"  is a  person  who,  together  with
affiliates and associates,  owns (or, within the prior three years, did own) 15%
or more of the  corporation's  voting  stock.  Although  Section  203  permits a
corporation to elect not to be governed by its  provisions,  the Company to date
has not made this election.

                                       11
Section 203 excludes from the  definition of "interested  stockholder"  any
stockholder  of the  Company  that  owned  over  15% of the  Company's  stock on
December  23,  1987,  so long as such  holder  continues  to own over 15% of the
Company.

Transfer Agent

     The  transfer  agent and  registrar  for the  Common  Stock is  ChaseMellon
Shareholder Services.

                              PLAN OF DISTRIBUTION

     The shares of Common Stock may be sold from time to time to  purchasers  in
regular  way  brokerage  transactions  on  the  American  Stock  Exchange  or in
privately negotiated transactions.  Sales effected through the facilities of the
American  Stock  Exchange or otherwise will be effected at such prices as may be
obtainable and are satisfactory to the respective Selling Stockholders.

     Each sale may be made  either at market  prices  prevailing  at the time of
such sale or at negotiated prices. Some or all of the shares of Common Stock may
be sold  through  brokers  acting on behalf of the  Selling  Stockholders  or to
dealers for resale by such  dealers,  and in  connection  with such sales,  such
brokers  or  dealers  may  receive  compensation  in the  form of  discounts  or
commissions from the Selling  Stockholders  and/or the purchasers of such shares
for whom they may act as broker or agent (which discounts or commissions are not
anticipated to exceed those  customary in the types of  transactions  involved).
However,  any  securities  covered by this  Prospectus  which  qualify  for sale
pursuant to Rule 144 under the  Securities Act may be sold under Rule 144 rather
than  pursuant to this  Prospectus.  All  expenses of  registration  incurred in
connection with this offering are being borne by the Company,  but all brokerage
commissions and other expenses incurred by individual Selling  Stockholders will
be borne by each such Selling  Stockholder.  The Company will not be entitled to
any of the proceeds from such sales,  although the Company will, with respect to
the Stock Option Plan,  receive the exercise  price in cash upon the exercise of
the  options  under  which  the  shares  of Common  Stock  are  acquired  by the
non-employee directors party thereto.

     The Selling  Stockholders and any dealer  participating in the distribution
of any of the shares of Common Stock or any broker  executing  selling orders on
behalf of the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the  Securities  Act, in which event any profit on the sale of any or
all of the  shares  of Common  Stock by them and any  discounts  or  commissions
received  by any such  brokers  or  dealers  may be  deemed  to be  underwriting
discounts and commissions under the Securities Act.

     Any broker or dealer  participating in any distribution of shares of Common
Stock in  connection  with this  offering  may be deemed to be an  "underwriter"
within the  meaning of the  Securities  Act and if so deemed will be required to
deliver  a copy  of this  Prospectus,  including  a  Prospectus  Supplement,  if
required,  to any person who purchases any of the shares of Common Stock from or
through such broker or dealer.

     In  order  to  comply  with  the  securities  laws of  certain  states,  if
applicable,  the shares of Common Stock will be sold only through  registered or
licensed  brokers or dealers.  In  addition,  in certain  states,  the shares of
Common Stock may not be sold unless they have been  registered  or qualified for
sale in such  state or an  exemption  from such  registration  or  qualification
requirement is available and is complied with.

                                  LEGAL MATTERS

     The validity of the Common Stock being  offered  hereby will be passed upon
for  the  Company  by  Doepken,   Keevican  &Weiss   Professional   Corporation,
Pittsburgh, Pennsylvania.

                                     EXPERTS

     The  consolidated  financial  statements  of the  Company  incorporated  by
reference in this Prospectus  from the Company's  Annual Report on Form 10-K for
the year ended  December 31, 1996 have been  incorporated  herein in reliance on
the  report of  Coopers & Lybrand  LLP,  independent  accountants,  given on the
authority of that firm as experts in accounting and auditing.

                                       12
The financial statements of RHO Company Incorporated which are incorporated
by reference in this  Prospectus  from the Company's  Annual Report on Form 10-K
for the year ended  December 31, 1996 have been audited by Arthur  Andersen LLP,
independent  public  accountants,  as  indicated  in their  report with  respect
thereto which is incorporated herein by reference, and have been so incorporated
in reliance upon the authority of said firm as experts in giving said report.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents filed with the Commission by the Company  pursuant
to the Exchange Act are incorporated by reference in this Prospectus:

     1.   Annual Report on Form 10-K for the Year ended December 31, 1996.
     2.   Amendment  No. 1 to Annual  Report on Form  10-K/A  for the Year ended
          December 31, 1996.
     3.   Amendment  No. 1 to Current  Report on Form 8-K/A  dated  January  13,
          1997,  amending  original Current Report on Form 8-K filed November 8,
          1997.
     4.   Amendment  No. 1 to Current  Report on Form 8-K/A  dated  January  13,
          1997,  amending original Current Report on Form 8-K filed November 19,
          1997.
     5.   Amendment  No. 2 to Current  Report on Form 8-K/A  dated  January  13,
          1997,  amending original Current Report on Form 8-K filed September 3,
          1996.
     6.   Amendment  No. 2 to Current  Report on Form 8-K/A  dated  February  4,
          1997,  amending  original Current Report on Form 8-K filed November 8,
          1997.
     7.   Amendment  No. 2 to Current  Report on Form 8-K/A  dated  February  4,
          1997,  amending original Current Report on Form 8-K filed November 19,
          1997.
     8.   Amendment  No. 3 to Current  Report on Form 8-K/A  dated  February  3,
          1997, amending original Current Report on Form 8-K filed May 23, 1996.
     9.   Current Report on Form 8-K dated March 14, 1997 and Amendment No. 1 to
          Current Report on Form 8-K/A dated April 14, 1997.
     10.  Current  Report on Form 8-K dated July 10, 1997 and Amendment No. 1 to
          Current Report on Form 8-K/A dated July 11, 1997.
     11.  Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
     12.  The  description  of  the  Company's  Common  Stock  included  in  the
          Registration  Statement on Form 8-A filed October 10, 1985, as amended
          by Amendment No. 1 thereto on Form 8-A/A dated July 25, 1997.

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

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the Common Stock being  offered  hereby will be passed upon
for  the  Company  by  Doepken,   Keevican  &  Weiss  Professional  Corporation,
Pittsburgh, Pennsylvania.

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

                                       13
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 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.

     The Company has entered into separate indemnification  agreements with each
of its outside directors which provides for indemnification of such directors to
the  fullest  extent   permitted  by  law.  The  Company  may  also  enter  into
indemnification  agreements with other directors,  officers or employees or with
anyone else it is permitted to indemnify  under Delaware law, but has no present
intention of doing so.

     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.

4.1     COMFORCE Corporation  Long-Term Stock Investment Plan (included as Annex
        A to Definitive  Proxy  Statement  filed with the Commission on June 30,
        1997).

4.2     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).

4.3     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)

5.1     Opinion of Doepken Keevican & Weiss Professional Corporation.

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

23.2    Consent of Coopers & Lybrand L.L.P.

23.3    Consent of Arthur Andersen L.L.P.

24.1    Powers of  Attorney  (included  on  signature  page of the  Registration
        Statement).

Item 9. Undertakings.

The Registrant hereby undertakes:

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

                                       14
(i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

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

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

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

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

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

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

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       15
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Lake Success, State of New York, on July 24, 1997.

                                COMFORCE Corporation
                                (Registrant)

                          By:   /s/   Christopher P. Franco
                                ------------------------------------------------
                                Christopher P. Franco, Chief Executive Officer

     Pursuant to the  requirements  of the Securities  Act of 1933,  each of the
members  of the  registrant's  Stock  Option  Committee  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized  in the City of Lake  Success,  State of New York,  on July 24,
1997.

                                 /s/ Keith Goldberg
                                ------------------------------------------------
                                Keith Goldberg, Member of Stock Option Committee

                                /s/ Glen Miller
                                ------------------------------------------------
                                Glen Miller, Member of Stock Option Committee

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Michael Ferrentino and Christopher P. Franco, and
each of them,  with full power to act  without  the  other,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all  amendments  to this  Registration  Statement,  including  post-effective
amendments,  and to file the same with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents of any of them, or any substitute or  substitutes,
lawfully do or cause to be done by virtue hereof.

     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.

                                       16
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/ James L. Paterek           Chairman
 -------------------------                                         July 24, 1997
     James L. Paterek

 /s/ Christopher P. Franco      Chief Executive Officer,
 -------------------------      Secretary and Director             July 24, 1997
     Christopher P. Franco       

 /s/ Michael Ferrentino         President and
 -------------------------      Director                           July 24, 1997
     Michael Ferrentino

 /s/ Paul Grillo                Chief Financial Officer
 -------------------------      (Principal Financial               July 24, 1997
     Paul Grillo                Officer)             

  /s/ Andrew Reiben             Director of Finance and            July 24, 1997
 -------------------------      Chief Accounting Officer      
      Andrew Reiben             (Principal Accounting Officer)
                                

  /s/ Richard Barber             Director                          July 24, 1997
  -------------------------      
      Richard Barber

  /s/ Keith Goldberg             Director                          July 24, 1997
  -------------------------      
      Keith Goldberg

  /s/ Glen Miller                Director                          July 24, 1997
  -------------------------      
      Glen Miller

  /s/ Marc Werner                Director                          July 24, 1997
  -------------------------      
      Marc Werner

                                       17