As filed with the Securities and Exchange Commission on June 11, 1997
                                                           Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             UNIFORCE SERVICES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    New York
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                        13-1996648
--------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

                           415 Crossways Park Drive, Woodbury, NY      11797
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                Stock Option Grants by Uniforce Services, Inc. to
      Harry V. Maccarrone and Rosemary Maniscalco (the "Executive Options")
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                  John Fanning
                             Uniforce Services, Inc.
                            415 Crossways Park Drive
                            Woodbury, New York 11797
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

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

                                                   CALCULATION OF REGISTRATION FEE
=======================================================================================================
                                                     Proposed              Proposed
          Title of                                    maximum              maximum
         securities              Amount              offering             aggregate          Amount of
            to be                 to be              price per             offering        registration
         registered            registered              share                price               fee
-------------------------------------------------------------------------------------------------------
Common stock, par
<S>                           <C>                   <C>                 <C>                   <C>    
value $.01 per                92,535 shares         $ 11.25 (2)         $ 1,041,018.75        $315.46
share (the                       (1)(2)
"Common Stock"),
issuable upon
exercise of the
Executive Options
=======================================================================================================
</TABLE>

(1)      Pursuant to Rule 416, an indeterminate number of shares of Common Stock
         that may become  issuable  pursuant to  antidilution  provisions of the
         Executive Options are also being registered.
(2)      Consists of 92,535 shares with respect to which the  Executive  Options
         have been granted at an exercise price of $11.25 per share.

<PAGE>

Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any State in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

                   SUBJECT TO COMPLETION, DATED JUNE 11, 1997



PROSPECTUS



                              92,535 COMMON SHARES

                             UNIFORCE SERVICES, INC.
                     Common Stock (par value $.01 per share)


         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders (the "Selling  Shareholders"),  each of whom may be deemed to be an
"affiliate" of the Company as defined in Rule 405 of the Securities Act of 1933,
as amended (the  "Securities  Act"),  of shares (the  "Shares")  constituting  a
portion of the common stock, par value $.01 per share (the "Common  Stock"),  of
Uniforce  Services,  Inc. (the  "Company")  issued by the Company to the Selling
Shareholders  upon the exercise of the  Executive  Options  granted  pursuant to
Stock Option Agreements, dated February 21, 1996, by and between the Company and
each of Harry V.  Maccarrone  and Rosemary  Maniscalco  (the  "Executive  Option
Agreements").

         The  offer  and sale of the  Shares to the  Selling  Shareholders  were
previously  registered  under the Securities Act. The Shares are being reoffered
and resold for the account of the Selling  Shareholders and the Company will not
receive any of the proceeds from the resale of the Shares.

         The Selling  Shareholders  have  advised the Company that the resale of
the Shares may be effected from time to time in one or more  transactions in the
over-the-counter  market,  in  negotiated  transactions  or  otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of  Distribution."  The Company will bear all expenses in connection  with
the preparation of this Prospectus.

         The Common  Stock is traded on the Nasdaq  National  Market  ("Nasdaq")
under the symbol  "UNFR."  On June 9,  1997,  the last sale price for the Common
Stock, as reported on Nasdaq, was $18.25.

             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        , 1997.

<PAGE>
                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549;  Northwestern Atrium Center, Suite 1400,
500 West Madison Street, Chicago,  Illinois 60661; and Seven World Trade Center,
13th Floor,  New York,  New York 10048.  Copies of such material can be obtained
from the Public  Reference  Section of the  Commission at Judiciary  Plaza,  450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

                                TABLE OF CONTENTS



AVAILABLE INFORMATION.............................................. 2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.................... 3

GENERAL INFORMATION................................................ 4

USE OF PROCEEDS.................................................... 4

SELLING SHAREHOLDERS............................................... 4

PLAN OF DISTRIBUTION............................................... 5

LEGAL MATTERS...................................................... 5

EXPERTS............................................................ 5

ADDITIONAL INFORMATION............................................. 5


                                       -2-

<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


         The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1996 is  incorporated by reference in this Prospectus and shall be deemed to
be a part hereof.  All documents  subsequently  filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of this offering,  are deemed to be incorporated by reference in this Prospectus
and  shall  be  deemed  to be a part  hereof  from the  date of  filing  of such
documents.

         The Company's  Application  for  Registration of its Common Stock under
Section  12(g) of the  Exchange Act filed on April 20, 1984 is  incorporated  by
reference in this Prospectus and shall be deemed to be a part hereof.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to Uniforce  Services,  Inc. at 415 Crossways Park Drive,  Woodbury,
New York 11797, Attention:  Diane J. Geller,  Secretary. Oral requests should be
directed to such officer (telephone number (516) 437-3300).



         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -3-

<PAGE>
                               GENERAL INFORMATION

                  The Company is a niche  supplemental  staffing company focused
in the areas of Information  Services,  technology,  office automation,  medical
office support and light industrial.  It provides supplemental staffing services
to businesses, educational institutions, professional and service organizations,
healthcare facilities, federal, state and local governmental agencies and others
in the United States. In addition, the Company supplies payroll,  billing and/or
financial  support  services to  independently  owned and operated  supplemental
staffing  firms,  provides  supplemental  laboratory  staffing  support  to  the
scientific  community  and  provides  confidential   consulting  and  payrolling
services,  permitting clients to utilize former 1099 independent contractors and
consultants.

                  The  Company   assists  clients  in  meeting  peak  workloads,
handling special projects,  overcoming  personnel shortages and solving staffing
emergencies  by  supplying  them with a  supplemental  work force.  Supplemental
staffing  assignments  range in  duration  from days and  weeks to many  months.
Planned use of  supplemental  staffing  affords  economies  and  flexibility  to
clients  by  permitting  the  hiring of only  such  permanent  employees  as are
required for the basic day-to-day workload. As clients pay only for actual hours
worked by supplemental  staff, the cost of such personnel is directly related to
production and work flow.  Use of services  provided by the Company on a routine
basis also eliminates or reduces clients' recordkeeping, payroll tax, insurance,
benefits, hiring, training and turnover costs.

         The Company's  principal executive offices are located at 415 Crossways
Park Drive,  Woodbury,  New York 11797.  The Company's  telephone number at such
location is (516) 437-3300.

         The Shares  offered  hereby  were or will be  purchased  by the Selling
Shareholders  upon exercise of options granted to them pursuant to the Executive
Option Agreements and will be sold for the account of the Selling Shareholders.

                                 USE OF PROCEEDS

         The Company will not receive any of the  proceeds  from the reoffer and
resale of the Shares by the Selling Shareholders.

                              SELLING SHAREHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued  to the  Selling  Shareholders  under  the  Executive  Option
Agreements.

         The following table sets forth (i) the number of shares of Common Stock
owned by each Selling  Shareholder at April 23, 1997,  (ii) the number of Shares
to be offered for resale by each  Selling  Shareholder  and (iii) the number and
percentage  of  shares of Common  Stock to be held by each  Selling  Shareholder
after completion of the offering.

<TABLE>
<CAPTION>

                                                                                                    Number of shares of
                                                                                                       Common Stock/
                                                                                Number of          Percentage of Class to
                                                 Number of shares of          Shares to be             be Owned After
                                                Common Stock Owned at          Offered for           Completion of the
                   Name                             April 23, 1997               Resale                   Offering
----------------------------------------      ------------------------     -----------------     ------------------------

<S>                                                     <C>                       <C>                    <C>       
Harry V. Maccarrone(1).....................             42,752(3)                 23,134(5)              31,184/1.0

Rosemary Maniscalco(2).....................             72,451(4)                 69,401(6)              37,749/1.2
</TABLE>


                                       -4-

<PAGE>

(1)      Mr.  Maccarrone has been Vice President - Finance,  Treasurer and Chief
         Financial  Officer of the Company since May 1989, and a Director of the
         Company since 1989.
(2)      Ms.  Maniscalco  has been Executive Vice President of the Company since
         May 1984, Chief Operating Officer since June 1992 and a Director of the
         Company since 1983.
(3)      Includes 41,693 shares of Common Stock deemed to be beneficially  owned
         by Mr.  Maccarrone by reason of his right to acquire such shares within
         60 days after April 23, 1997.
(4)      Includes 72,451 shares of Common Stock deemed to be beneficially  owned
         by Ms.  Maniscalco by reason of her right to acquire such shares within
         60 days after April 23, 1997.
(5)      Consists of shares of Common Stock  underlying  the  Executive  Options
         which may be exercised  in whole or in part,  at any time and from time
         to time prior to February 19, 2006 (on which date the Executive Options
         will, to the extent not previously exercised,  expire), as follows: (a)
         as to 5,784 shares of Common Stock on or after  December 11, 1996;  (b)
         as to 5,784 shares of Common Stock, on or after January 1, 1997; (c) as
         to 5,783 shares of Common Stock,  on or after January 1, 1998;  and (d)
         as to the remaining  5,783 shares of Common Stock,  on or after January
         1, 1999.
(6)      Consists of shares of Common Stock  underlying  the  Executive  Options
         which may be exercised  in whole or in part,  at any time and from time
         to time prior to February 19, 2006 (on which date the Executive Options
         will, to the extent not previously exercised,  expire), as follows: (i)
         the incentive  stock option to purchase  35,552 shares of Common Stock:
         (a) as to 8,888 shares of Common  Stock on or after  December 11, 1996;
         (b) as to 8,888 shares of Common  Stock,  on or after  January 1, 1997;
         (c) as to 8,888 shares of Common  Stock,  on or after  January 1, 1998;
         and (d) as to the remaining  8,888 shares of Common Stock,  on or after
         January 1, 1999;  and (ii) the  non-qualified  stock option to purchase
         33,849 shares of Common  Stock:  (a) as to 8,463 shares of Common Stock
         on or after  December 11, 1996; (b) as to 8,463 shares of Common Stock,
         on or after January 1, 1997; (c) as to 8,462 shares of Common Stock, on
         or after January 1, 1998;  and (d) as to the remaining  8,462 shares of
         Common Stock, on or after January 1, 1999.


                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Shareholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Shareholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig LLP, 505 Park Avenue, New York, New York 10022.

                                     EXPERTS

         The consolidated  financial  statements of Uniforce Services,  Inc. and
its  subsidiaries  as of December 31, 1996 and 1995 and for each of the years in
the  three-year  period  ended  December  31,  1996  have been  incorporated  by
reference  herein  in  reliance  upon  the  report  of KPMG  Peat  Marwick  LLP,
independent certified public accountants,  incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The Company has filed with the  Securities  and  Exchange  Commission a
Registration  Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby,  reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  each such statement being qualified in all respects by
such reference.

                                       -5-

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation of Documents Reference

                  The following documents filed by Uniforce Services,  Inc. (the
"Company") with the Securities and Exchange  Commission are incorporated  herein
by reference:

                  1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.

                  2. The  description of the Company's  Common Stock,  par value
$.01 per share, in the Company's  Registration Statement on Form 8-A filed April
20, 1984.

All documents  filed by the Company  pursuant to Sections  13(a),  13(c), 14 and
15(d) of the  Securities  Exchange Act of 1934, as amended,  after the effective
date of this registration  statement and prior to the filing of a post-effective
amendment which indicates that all securities  offered  hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4.           Description of Securities

                  Not applicable.

Item 5.           Interest of Named Experts and Counsel

                  Not applicable.

Item 6.           Indemnification of Directors and Officers

                  Except as hereinafter set forth, there is no statute,  charter
provision,  by-law,  contract or other  arrangement  under which any controlling
person,  director  or officer of the  Company is insured or  indemnified  in any
manner against liability which he may incur in his capacity as such.

                  The  Company's   authority  to  indemnify  its  directors  and
officers is governed by the  provisions  of Sections  721 to 726 of the New York
Business Corporation Law, as follows:

                  Section.721    Nonexclusivity  of  Statutory   Provisions  for
Indemnification of Directors and Officers -- The indemnification and advancement
of expenses  granted  pursuant  to, or provided  by, this  article  shall not be
deemed  exclusive  of any other  rights to which a director  or officer  seeking
indemnification or advancement of expenses may be entitled, whether contained in
the  certificate  of  incorporation  or the by-laws or, when  authorized by such
certificate of incorporation or by-laws, (i) a resolution of shareholders,  (ii)
a  resolution   of  directors,   or  (iii)  an  agreement   providing  for  such
indemnification, provided that no indemnification may be made to or on behalf of
any director or officer if a judgment or other final adjudication adverse to the
director or officer  establishes  that his acts were  committed  in bad faith or
were the result of active and  deliberate  dishonesty  and were  material to the
cause of action so adjudicated, or that he personally gained in fact a financial
profit  or  other  advantage  to  which  he was not  legally  entitled.  Nothing
contained in this article  shall affect any rights to  indemnification  to which
corporate  personnel  other than  directors  and  officers  may be  entitled  by
contract or otherwise under law.

                                      II-1

<PAGE>

                  Section 722 Authorization for Indemnification of Directors and
Officers -- (a) A corporation  may indemnify any person,  made, or threatened to
be made, a party to an action or proceeding other than one by or in the right of
the  corporation to procure a judgment in its favor,  whether civil or criminal,
including an action by or in the right of any other  corporation  of any type or
kind, domestic or foreign, or any partnership,  joint venture,  trust,  employee
benefit  plan  or  other  enterprise,  which  any  director  or  officer  of the
corporation served in any capacity at the request of the corporation,  by reason
of the fact that he, his testator or intestate, was a director or officer of the
corporation,  or served  such other  corporation,  partnership,  joint  venture,
trust,  employee  benefit  plan or other  enterprise  in any  capacity,  against
judgments, fines, amounts paid in settlement and reasonable expenses,  including
attorneys' fees actually and necessarily  incurred as a result of such action or
proceeding,  or any appeal  therein,  if such director or officer acted, in good
faith,  for a purpose which he reasonably  believed to be in, or, in the case of
service for any other  corporation or any  partnership,  joint  venture,  trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the corporation  and, in criminal  actions or proceedings,  in addition,  had no
reasonable cause to believe that his conduct was unlawful.

                           (b) The  termination  of any such  civil or  criminal
action or proceeding by judgment, settlement,  conviction or upon a plea of nolo
contendere, or its equivalent, shall not in itself create a presumption that any
such  director or officer did not act,  in good  faith,  for a purpose  which he
reasonably  believed  to be in,  or,  in the  case  of  service  for  any  other
corporation or any partnership,  joint venture,  trust, employee benefit plan or
other enterprise,  not opposed to, the best interests of the corporation or that
he had reasonable cause to believe that his conduct was unlawful.

                           (c) A  corporation  may indemnify any person made, or
threatened  to be  made,  a  party  to an  action  by or in  the  right  of  the
corporation  to procure a  judgment  in its favor by reason of the fact that he,
his testator or intestate,  is or was a director or officer of the  corporation,
or is or was serving at the request of the  corporation as a director or officer
of any  other  corporation  of any type or kind,  domestic  or  foreign,  of any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred by him in connection with the defense or
settlement  of such  action,  or in  connection  with an appeal  therein if such
director or officer  acted,  in good faith,  for a purpose  which he  reasonably
believed to be in, or, in the case of service for any other  corporation  or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not  opposed  to,  the  best  interests  of  the  corporation,  except  that  no
indemnification  under  this  paragraph  shall  be  made  in  respect  of  (1) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (2) any claim  issue or matter as to which  such  person  shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought,  or, if no action was brought,  any court
of competent jurisdiction,  determines upon application that, in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for such portion of the  settlement  amount and expenses as the court
deems proper.

                           (d) For the purpose of this  section,  a  corporation
shall be deemed to have  requested  a person to serve an employee  benefit  plan
where the  performance  by such  person of his  duties to the  corporation  also
imposes duties on, or otherwise involves services by, such person to the plan or
participants  or  beneficiaries  of the plan;  excise taxes assessed on a person
with respect to an employee  benefit plan  pursuant to  applicable  law shall be
considered  fines;  and action  taken or omitted by a person with  respect to an
employee benefit plan in the performance of such person's duties for a purpose

                                      II-2

<PAGE>

reasonably believed by such person to be in the interest of the participants and
beneficiaries  of the plan  shall be  deemed  to be for a  purpose  which is not
opposed to the best interests of the corporation.

                  Section  723  Payment of  Indemnification  Other Than By Court
Award -- (a) A person who has been  successful,  on the merits or otherwise,  in
the  defense  of a civil or  criminal  action  or  proceeding  of the  character
described in section 722 shall be entitled to  indemnification  as authorized in
such section.

                           (b)  Except  as  provided  in   paragraph   (a),  any
indemnification  under section 722 or otherwise permitted by section 721, unless
ordered by a court under section 724  (Indemnification of directors and officers
by a  court),  shall  be made by the  corporation,  only  if  authorized  in the
specific case:

                                (1) By the board  acting by a quorum  consisting
of  directors  who are not parties to such action or  proceeding  upon a finding
that the  director  or officer  has met the  standard  of  conduct  set forth in
section 722 or established pursuant to section 721, as the case may be, or,

                                (2) If a quorum  under  subparagraph  (1) is not
obtainable  or,  even if  obtainable,  a quorum of  disinterested  directors  so
directs;

                                    (A) By the board upon the opinion in writing
of independent legal counsel that indemnification is proper in the circumstances
because the  applicable  standard of conduct set forth in such sections has been
met by such director or officer, or

                                    (B) By the shareholders  upon a finding that
the director or officer has met the applicable  standard of conduct set forth in
such sections.

                                    (C)  Expenses  incurred in defending a civil
or criminal  action or proceeding  may be paid by the  corporation in advance of
the  final  disposition  of  such  action  or  proceeding  upon  receipt  of  an
undertaking by or on behalf of such director or officer to repay such amount as,
and to the extent, required by paragraph (a) of section 725.

                  Section 724  Indemnification  of  Directors  and Officers by a
Court  --  (a)   Notwithstanding   the  failure  of  a  corporation  to  provide
indemnification,  and despite  any  contrary  resolution  of the board or of the
shareholders in the specific case under section 723 (Payment of  indemnification
other than by court award),  indemnification  shall be awarded by a court to the
extent  authorized  under  section 722  (Authorization  for  indemnification  of
directors and officers),  and paragraph (a) of section 723. Application therefor
may be made, in every case, either:

                                (1) In the civil action or  proceeding  in which
the expenses were incurred or other amounts were paid, or

                                (2)  To  the   supreme   court  in  a   separate
proceeding, in which case the application shall set forth the disposition of any
previous  application  made to any court for the same or similar relief and also
reasonable  cause for the failure to make  application for such relief in action
or proceeding in which the expenses were incurred or other amounts were paid.

                           (b) The application  shall be made in such manner and
form as may be  required  by the  applicable  rules of court or, in the  absence
thereof,  by direction of a court to which it is made. Such application shall be
upon notice to the corporation. The court may also direct that notice be

                                      II-3

<PAGE>
given at the  expense  of the  corporation  to the  shareholders  and such other
persons as it may designate in such manner as it may require.

                           (c)  Where  indemnification  is  sought  by  judicial
action,  the  court  may  allow a person  such  reasonable  expenses,  including
attorneys'  fees,  during the  pendency of the  litigation  as are  necessary in
connection with his defense therein,  if the court shall find that the defendant
has by his  pleadings  or during the  course of the  litigation  raised  genuine
issues of fact or law.

                  Section  725 Other  Provisions  Affecting  Indemnification  of
Directors  and  Officers -- (a) All  expenses  incurred in  defending a civil or
criminal  action or  proceeding  which are  advanced  by the  corporation  under
paragraph  (c) of section 723  (Payment of  indemnification  other than by court
award) or allowed by a court under paragraph (c) of section 724 (Indemnification
of  directors  and  officers  by a court)  shall be  repaid  in case the  person
receiving such advancement or allowance is ultimately found, under the procedure
set forth in this  article,  not to be entitled  to  indemnification  or,  where
indemnification  is  granted,  to the extent the  expenses  so  advanced  by the
corporation  or allowed by the court exceed the  indemnification  to which he is
entitled:

                           (b)  No  indemnification,  advancement  or  allowance
shall be made under this article in any circumstance where it appears:

                                (1)   That   the   indemnification    would   be
inconsistent  with the law of the  jurisdiction  of  incorporation  of a foreign
corporation which prohibits or otherwise limits such indemnification;

                                (2)   That   the   indemnification    would   be
inconsistent with a provision of the certificate of  incorporation,  a by-law, a
resolution  of the board or of the  shareholders,  an  agreement or other proper
corporate  action,  in effect at the time of the accrual of the alleged cause of
action  asserted in the  threatened or pending action or proceeding in which the
expenses were incurred or other amounts were paid,  which prohibits or otherwise
limits indemnification; or

                                (3) If there has been a  settlement  approved by
the court,  that the  indemnification  would be inconsistent  with any condition
with respect to indemnification  expressly imposed by the court in approving the
settlement.

                           (c) If any expenses or other  amounts are paid by way
of indemnification, otherwise than by court order or action by the shareholders,
the  corporation  shall,  not later than the next annual meeting of shareholders
unless such meeting is held within  three months from the date of such  payment,
and in any event,  within fifteen months from the date of such payment,  mail to
its  shareholders  of record at the time  entitled  to vote for the  election of
directors a statement  specifying  the persons paid,  the amounts paid,  and the
nature and status at the time of such payment of the  litigation  or  threatened
litigation.

                           (d) If any action with respect to  indemnification of
directors  and officers is taken by way of amendment of the by-laws,  resolution
of directors,  or by agreement,  then the corporation  shall, not later than the
next annual  meeting of  shareholders,  unless such meeting is held within three
months from the date of such action,  and, in any event,  within  fifteen months
from the date of such  action,  mail to its  shareholders  of record at the time
entitled to vote for the election of directors a statement specifying the action
taken.

                           (e) Any notification  required to be made pursuant to
the  foregoing  paragraph  (c) or (d) of this  section  by any  domestic  mutual
insurer

                                      II-4

<PAGE>
shall be satisfied by compliance  with the  corresponding  provisions of section
one thousand two hundred sixteen of the insurance law.

                           (f)  The  provisions  of  this  article  relating  to
indemnification  of directors and officers and insurance therefor shall apply to
domestic  corporations  and foreign  corporations  doing business in this state,
except as provided in section 1320 (Exemption from certain provisions).

                  Section 726  Insurance  for  Indemnification  of Directors and
Officers  -- (a) Subject to  paragraph  (b), a  corporation  shall have power to
purchase and maintain insurance:

                                (1)  To  indemnify  the   corporation   for  any
obligation which it incurs as a result of the  indemnification  of directors and
officers under the provisions of this article, and

                                (2)  To  indemnify  directors  and  officers  in
instances  in  which  they  may be  indemnified  by the  corporation  under  the
provisions of this article, and

                                (3)  To  indemnify  directors  and  officers  in
instances in which they may not  otherwise  be  indemnified  by the  corporation
under the provisions of this article provided the contract of insurance covering
such  directors  and  officers   provides,   in  a  manner   acceptable  to  the
superintendent of insurance, for a retention amount and for co-insurance.

                           (b) No insurance  under paragraph (a) may provide for
any  payment,  other than cost of  defense,  to or on behalf of any  director or
officer.

                                (1) if a judgment  or other  final  adjudication
adverse to the insured  director or officer  establishes that his acts of active
and deliberate  dishonesty  were material to the cause of action so adjudicated,
or that he personally  gained in fact a financial  profit or other  advantage to
which he was not legally entitled, or

                                (2) in  relation  to any risk the  insurance  of
which is prohibited under the insurance law of this state.

                           (c)  Insurance  under  any  or all  subparagraphs  of
paragraph  (a) may be  included  in a single  contract  or  supplement  thereto.
Retrospective rated contracts are prohibited.

                           (d) The corporation shall, within the time and to the
persons  provided in paragraph  (c) of section 725 (Other  provisions  affecting
indemnification  of directors or  officers),  mail a statement in respect of any
insurance  it has  purchased  or renewed  under  this  section,  specifying  the
insurance  carrier,  date  of the  contract,  cost of the  insurance,  corporate
positions insured,  and a statement explaining all sums, not previously reported
in a  statement  to  shareholders,  paid  under  any  indemnification  insurance
contract.

                           (e) This  section is the public  policy of this state
to spread the risk of corporate management, notwithstanding any other general or
special  law of this state or of any other  jurisdiction  including  the federal
government.

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

                  The Company's  certificate of incorporation  provides that the
personal  liability  of the  directors  of the  Company  to the  Company  or its
shareholders for damages for any breach of duty as directors, is eliminated to

                                      II-5

<PAGE>

the fullest extent permitted by the Business Corporation Law of the State of New
York. The Company's  certificate of incorporation also provides that the Company
shall,  to the fullest extent  permitted by Sections 722 and 723 of the New York
Business Corporation Law, indemnify any and all persons whom it shall have power
to indemnify  under said  sections from and against any and all of the expenses,
liabilities  or  other  matters  referred  to in or  covered  by said  sections,
exclusive of any other rights to which those  indemnified  may be entitled under
any by-law,  agreement,  vote of shareholders or directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding  such  office,  and shall  continue  as to persons who have ceased to be
directors,  officers,  employees or agents and shall inure to the benefit of the
heirs, executors and administrators of such persons.

                  The  Company's  by-laws  provide  for  indemnification  of the
Company's  directors and officers to the fullest extent permitted by the laws of
the State of New York and permit the Company to enter into indemnity  agreements
with its officers and directors (the  "Indemnity  Agreements").  The Company has
entered into Indemnity Agreements with John Fanning, Rosemary Maniscalco,  Harry
V. Maccarrone,  John H. Brinckerhoff III, Gordon Robinett, Daniel Raynor, Joseph
A.  Driscoll  and Diane J. Geller.  The  Indemnity  Agreements  provide that the
Company shall  indemnify such officers or directors from and against any and all
liabilities,  costs and  expenses,  amounts of judgments,  fines,  penalties and
amounts  paid in  settlement  of or  incurred  in defense of any  settlement  in
connection  with any threatened,  pending or completed  claim,  action,  suit or
proceeding in which such persons are a party,  or which may be asserted  against
them by reason of their  being or having  been an  officer  or  director  of the
Company (the "Losses"), unless it is determined that such officers and directors
did not act in good faith and for a purpose which they reasonably believed to be
in, or in the case of service to an entity  related to the Company,  not opposed
to, the best interests of the Company and, in the case of a criminal  proceeding
or action,  that they had  reasonable  cause to believe  that their  conduct was
unlawful.  No  indemnification  may be made under the Indemnity  Agreements  for
Losses  incurred by such officers or directors who are parties to any proceeding
or action by or in the right of the  Company to procure a judgment  in its favor
in  respect  of (i) any  claim,  issue or matter as to which  such  officers  or
directors  shall have been adjudged liable to the Company or (ii) any threatened
or  pending  action  to which  such  officers  or  directors  are a party or are
threatened to be made a party which is settled or otherwise  disposed of, unless
any  court in which  such  action  or  proceeding  is  brought  or any  court of
competent   jurisdiction   shall   determine   that,  in  view  of  all  of  the
circumstances,  such officers or directors are reasonably entitled to indemnity.
Such  indemnification  shall be in  addition  to any other  rights to which such
officers or directors may be entitled under any law, charter provision,  by-law,
agreement, vote of shareholders or otherwise.

                  The Company  maintains a  $3,000,000  directors  and  officers
liability insurance policy.

Item 7.           Exemption From Registration Claimed.

                  Not Applicable.

Item 8.           Exhibits.

                  Exhibit Index

Exhibit

         4(a)     Option Agreement dated February 21, 1996, by and between the
                  Company and Rosemary Maniscalco.


                                      II-6

<PAGE>

         4(b)     Option Agreement dated February 21, 1996, by and between
                  the Company and Harry Maccarrone.

         5        Opinion of Olshan Grundman Frome & Rosenzweig LLP with respect
                  to the securities registered hereunder.

        23(a)     Consent of KPMG Peat Marwick LLP

        23(b)     Consent of Olshan  Grundman  Frome & Rosenzweig  LLP (included
                  within Exhibit 5)


Item 9.           Undertakings

                  The undersigned registrant hereby undertakes:

                           a. To file,  during  any  period  in which  offers or
sales are being made, a post-effective  amendment to this registration statement
to include any material information with respect to the plan of distribution not
previously  disclosed in the  registration  statement or any material  change to
such information in the registration statement.

                           b. 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.

                           c.  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.

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  act of 1934)  that is  incorporated  by  reference  in 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.

                  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  each such  liabilities  (other than the payment by 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.


                                      II-7

<PAGE>
                                   SIGNATURES

The Registrant.  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 Town of North  Hempstead,  State of New York, on this 11th day
of June, 1997.

                                  UNIFORCE SERVICES, INC.
                                  (Registrant)

                                  By:/s/ John C. Fanning
                                     ------------------------------------
                                     John C. Fanning, Chairman of the
                                     Board, President and Chief
                                     Executive Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>

         Signature                            Title                              Date
         ---------                            -----                              ----

<S>                                    <C>                                 <C>
                                       Chairman of the Board,
/s/ John C. Fanning                    President and Chief
--------------------------------       Executive Officer                    June 11, 1997
(John C. Fanning)


                                       Executive Vice President,
/s/ Rosemary Maniscalco                Chief Operating Officer
-------------------------------        and Director                         June 11, 1997
(Rosemary Maniscalco)


                                       Vice President-Finance,
                                       Treasurer, Principal
                                       Financial and Chief
/s/ Harry V. Maccarrone                Accounting Officer
------------------------------         and Director                         June 11, 1997
(Harry V. Maccarrone)

/s/ John H. Brinckerhoff III
------------------------------         Director                             June 11, 1997
(John H. Brinckerhoff III)

/s/ Gordon Robinett
-------------------------------        Director                             June 11, 1997
(Gordon Robinett)

/s/ Joseph A. Driscoll
---------------------------            Director                             June 11, 1997
(Joseph A. Driscoll)
</TABLE>

                                      II-8

<PAGE>
The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the Town of North Hempstead, State of
New York, on June 11, 1997.

                                     UNIFORCE SERVICES, INC.
                                     Stock Option Grants by the Company to
                                     Harry V. Maccarrone and Rosemary Maniscalco
                                     -------------------------------------------
                                                       (Plan)


                                       By: /s/ John H. Brinckerhoff III
                                           -----------------------------------
                                           John H. Brinckerhoff III,
                                           Member of Stock Option
                                           Committee



                                       By: /s/ Gordon Robinett
                                          ------------------------------------
                                          Gordon Robinett,
                                          Member of Stock Option
                                          Committee



                                       By: /s/ Joseph A. Driscoll
                                          ------------------------------------
                                          Joseph A. Driscoll
                                          Member of Stock Option
                                          Committee

                                      II-9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 50455}]
{"company-data": {"conformed-name": "UNIFORCE SERVICES INC", "cik": "0000740285", "assigned-sic": "7363", "irs-number": "131996648", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29009", "film-number": "97622708"}, "business-address": {"street1": "415 CROSSWAYS PARK DRIVE", "city": "WOODBURY", "state": "NY", "zip": "11797", "phone": "516 437 33"}, "mail-address": {"street1": "1335 JERICHO TPKE", "city": "NEW HYDE", "state": "NY", "zip": "11040"}, "former-company": {"former-conformed-name": "UNIFORCE TEMPORARY PERSONNEL INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on June 11, 1997
                                                           Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             UNIFORCE SERVICES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    New York
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                        13-1996648
--------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

                           415 Crossways Park Drive, Woodbury, NY      11797
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                Stock Option Grants by Uniforce Services, Inc. to
      Harry V. Maccarrone and Rosemary Maniscalco (the "Executive Options")
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                  John Fanning
                             Uniforce Services, Inc.
                            415 Crossways Park Drive
                            Woodbury, New York 11797
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (516) 437-3300
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=======================================================================================================
                                                     Proposed              Proposed
          Title of                                    maximum              maximum
         securities              Amount              offering             aggregate          Amount of
            to be                 to be              price per             offering        registration
         registered            registered              share                price               fee
-------------------------------------------------------------------------------------------------------
Common stock, par
value $.01 per                92,535 shares         $ 11.25 (2)         $ 1,041,018.75        $315.46
share (the                       (1)(2)
"Common Stock"),
issuable upon
exercise of the
Executive Options
=======================================================================================================
(1)      Pursuant to Rule 416, an indeterminate number of shares of Common Stock
         that may become  issuable  pursuant to  antidilution  provisions of the
         Executive Options are also being registered.
(2)      Consists of 92,535 shares with respect to which the  Executive  Options
         have been granted at an exercise price of $11.25 per share.
Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any State in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

                   SUBJECT TO COMPLETION, DATED JUNE 11, 1997

PROSPECTUS

                              92,535 COMMON SHARES

                             UNIFORCE SERVICES, INC.
                     Common Stock (par value $.01 per share)

         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders (the "Selling  Shareholders"),  each of whom may be deemed to be an
"affiliate" of the Company as defined in Rule 405 of the Securities Act of 1933,
as amended (the  "Securities  Act"),  of shares (the  "Shares")  constituting  a
portion of the common stock, par value $.01 per share (the "Common  Stock"),  of
Uniforce  Services,  Inc. (the  "Company")  issued by the Company to the Selling
Shareholders  upon the exercise of the  Executive  Options  granted  pursuant to
Stock Option Agreements, dated February 21, 1996, by and between the Company and
each of Harry V.  Maccarrone  and Rosemary  Maniscalco  (the  "Executive  Option
Agreements").

         The  offer  and sale of the  Shares to the  Selling  Shareholders  were
previously  registered  under the Securities Act. The Shares are being reoffered
and resold for the account of the Selling  Shareholders and the Company will not
receive any of the proceeds from the resale of the Shares.

         The Selling  Shareholders  have  advised the Company that the resale of
the Shares may be effected from time to time in one or more  transactions in the
over-the-counter  market,  in  negotiated  transactions  or  otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of  Distribution."  The Company will bear all expenses in connection  with
the preparation of this Prospectus.

         The Common  Stock is traded on the Nasdaq  National  Market  ("Nasdaq")
under the symbol  "UNFR."  On June 9,  1997,  the last sale price for the Common
Stock, as reported on Nasdaq, was $18.25.

             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        , 1997.
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549;  Northwestern Atrium Center, Suite 1400,
500 West Madison Street, Chicago,  Illinois 60661; and Seven World Trade Center,
13th Floor,  New York,  New York 10048.  Copies of such material can be obtained
from the Public  Reference  Section of the  Commission at Judiciary  Plaza,  450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

                                TABLE OF CONTENTS

AVAILABLE INFORMATION.............................................. 2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.................... 3

GENERAL INFORMATION................................................ 4

USE OF PROCEEDS.................................................... 4

SELLING SHAREHOLDERS............................................... 4

PLAN OF DISTRIBUTION............................................... 5

LEGAL MATTERS...................................................... 5

EXPERTS............................................................ 5

ADDITIONAL INFORMATION............................................. 5

                                       -2-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1996 is  incorporated by reference in this Prospectus and shall be deemed to
be a part hereof.  All documents  subsequently  filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of this offering,  are deemed to be incorporated by reference in this Prospectus
and  shall  be  deemed  to be a part  hereof  from the  date of  filing  of such
documents.

         The Company's  Application  for  Registration of its Common Stock under
Section  12(g) of the  Exchange Act filed on April 20, 1984 is  incorporated  by
reference in this Prospectus and shall be deemed to be a part hereof.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to Uniforce  Services,  Inc. at 415 Crossways Park Drive,  Woodbury,
New York 11797, Attention:  Diane J. Geller,  Secretary. Oral requests should be
directed to such officer (telephone number (516) 437-3300).

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -3-
GENERAL INFORMATION

                  The Company is a niche  supplemental  staffing company focused
in the areas of Information  Services,  technology,  office automation,  medical
office support and light industrial.  It provides supplemental staffing services
to businesses, educational institutions, professional and service organizations,
healthcare facilities, federal, state and local governmental agencies and others
in the United States. In addition, the Company supplies payroll,  billing and/or
financial  support  services to  independently  owned and operated  supplemental
staffing  firms,  provides  supplemental  laboratory  staffing  support  to  the
scientific  community  and  provides  confidential   consulting  and  payrolling
services,  permitting clients to utilize former 1099 independent contractors and
consultants.

                  The  Company   assists  clients  in  meeting  peak  workloads,
handling special projects,  overcoming  personnel shortages and solving staffing
emergencies  by  supplying  them with a  supplemental  work force.  Supplemental
staffing  assignments  range in  duration  from days and  weeks to many  months.
Planned use of  supplemental  staffing  affords  economies  and  flexibility  to
clients  by  permitting  the  hiring of only  such  permanent  employees  as are
required for the basic day-to-day workload. As clients pay only for actual hours
worked by supplemental  staff, the cost of such personnel is directly related to
production and work flow.  Use of services  provided by the Company on a routine
basis also eliminates or reduces clients' recordkeeping, payroll tax, insurance,
benefits, hiring, training and turnover costs.

         The Company's  principal executive offices are located at 415 Crossways
Park Drive,  Woodbury,  New York 11797.  The Company's  telephone number at such
location is (516) 437-3300.

         The Shares  offered  hereby  were or will be  purchased  by the Selling
Shareholders  upon exercise of options granted to them pursuant to the Executive
Option Agreements and will be sold for the account of the Selling Shareholders.

                                 USE OF PROCEEDS

         The Company will not receive any of the  proceeds  from the reoffer and
resale of the Shares by the Selling Shareholders.

                              SELLING SHAREHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued  to the  Selling  Shareholders  under  the  Executive  Option
Agreements.

         The following table sets forth (i) the number of shares of Common Stock
owned by each Selling  Shareholder at April 23, 1997,  (ii) the number of Shares
to be offered for resale by each  Selling  Shareholder  and (iii) the number and
percentage  of  shares of Common  Stock to be held by each  Selling  Shareholder
after completion of the offering.
Number of shares of
                                                                                                       Common Stock/
                                                                                Number of          Percentage of Class to
                                                 Number of shares of          Shares to be             be Owned After
                                                Common Stock Owned at          Offered for           Completion of the
                   Name                             April 23, 1997               Resale                   Offering
----------------------------------------      ------------------------     -----------------     ------------------------
Harry V. Maccarrone(1).....................             42,752(3)                 23,134(5)              31,184/1.0

Rosemary Maniscalco(2).....................             72,451(4)                 69,401(6)              37,749/1.2
-4-
(1)      Mr.  Maccarrone has been Vice President - Finance,  Treasurer and Chief
         Financial  Officer of the Company since May 1989, and a Director of the
         Company since 1989.
(2)      Ms.  Maniscalco  has been Executive Vice President of the Company since
         May 1984, Chief Operating Officer since June 1992 and a Director of the
         Company since 1983.
(3)      Includes 41,693 shares of Common Stock deemed to be beneficially  owned
         by Mr.  Maccarrone by reason of his right to acquire such shares within
         60 days after April 23, 1997.
(4)      Includes 72,451 shares of Common Stock deemed to be beneficially  owned
         by Ms.  Maniscalco by reason of her right to acquire such shares within
         60 days after April 23, 1997.
(5)      Consists of shares of Common Stock  underlying  the  Executive  Options
         which may be exercised  in whole or in part,  at any time and from time
         to time prior to February 19, 2006 (on which date the Executive Options
         will, to the extent not previously exercised,  expire), as follows: (a)
         as to 5,784 shares of Common Stock on or after  December 11, 1996;  (b)
         as to 5,784 shares of Common Stock, on or after January 1, 1997; (c) as
         to 5,783 shares of Common Stock,  on or after January 1, 1998;  and (d)
         as to the remaining  5,783 shares of Common Stock,  on or after January
         1, 1999.
(6)      Consists of shares of Common Stock  underlying  the  Executive  Options
         which may be exercised  in whole or in part,  at any time and from time
         to time prior to February 19, 2006 (on which date the Executive Options
         will, to the extent not previously exercised,  expire), as follows: (i)
         the incentive  stock option to purchase  35,552 shares of Common Stock:
         (a) as to 8,888 shares of Common  Stock on or after  December 11, 1996;
         (b) as to 8,888 shares of Common  Stock,  on or after  January 1, 1997;
         (c) as to 8,888 shares of Common  Stock,  on or after  January 1, 1998;
         and (d) as to the remaining  8,888 shares of Common Stock,  on or after
         January 1, 1999;  and (ii) the  non-qualified  stock option to purchase
         33,849 shares of Common  Stock:  (a) as to 8,463 shares of Common Stock
         on or after  December 11, 1996; (b) as to 8,463 shares of Common Stock,
         on or after January 1, 1997; (c) as to 8,462 shares of Common Stock, on
         or after January 1, 1998;  and (d) as to the remaining  8,462 shares of
         Common Stock, on or after January 1, 1999.

                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Shareholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Shareholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig LLP, 505 Park Avenue, New York, New York 10022.

                                     EXPERTS

         The consolidated  financial  statements of Uniforce Services,  Inc. and
its  subsidiaries  as of December 31, 1996 and 1995 and for each of the years in
the  three-year  period  ended  December  31,  1996  have been  incorporated  by
reference  herein  in  reliance  upon  the  report  of KPMG  Peat  Marwick  LLP,
independent certified public accountants,  incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The Company has filed with the  Securities  and  Exchange  Commission a
Registration  Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby,  reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  each such statement being qualified in all respects by
such reference.

                                       -5-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents Reference

                  The following documents filed by Uniforce Services,  Inc. (the
"Company") with the Securities and Exchange  Commission are incorporated  herein
by reference:

                  1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.

                  2. The  description of the Company's  Common Stock,  par value
$.01 per share, in the Company's  Registration Statement on Form 8-A filed April
20, 1984.

All documents  filed by the Company  pursuant to Sections  13(a),  13(c), 14 and
15(d) of the  Securities  Exchange Act of 1934, as amended,  after the effective
date of this registration  statement and prior to the filing of a post-effective
amendment which indicates that all securities  offered  hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4.           Description of Securities

                  Not applicable.

Item 5.           Interest of Named Experts and Counsel

                  Not applicable.

Item 6.           Indemnification of Directors and Officers

                  Except as hereinafter set forth, there is no statute,  charter
provision,  by-law,  contract or other  arrangement  under which any controlling
person,  director  or officer of the  Company is insured or  indemnified  in any
manner against liability which he may incur in his capacity as such.

                  The  Company's   authority  to  indemnify  its  directors  and
officers is governed by the  provisions  of Sections  721 to 726 of the New York
Business Corporation Law, as follows:

                  Section.721    Nonexclusivity  of  Statutory   Provisions  for
Indemnification of Directors and Officers -- The indemnification and advancement
of expenses  granted  pursuant  to, or provided  by, this  article  shall not be
deemed  exclusive  of any other  rights to which a director  or officer  seeking
indemnification or advancement of expenses may be entitled, whether contained in
the  certificate  of  incorporation  or the by-laws or, when  authorized by such
certificate of incorporation or by-laws, (i) a resolution of shareholders,  (ii)
a  resolution   of  directors,   or  (iii)  an  agreement   providing  for  such
indemnification, provided that no indemnification may be made to or on behalf of
any director or officer if a judgment or other final adjudication adverse to the
director or officer  establishes  that his acts were  committed  in bad faith or
were the result of active and  deliberate  dishonesty  and were  material to the
cause of action so adjudicated, or that he personally gained in fact a financial
profit  or  other  advantage  to  which  he was not  legally  entitled.  Nothing
contained in this article  shall affect any rights to  indemnification  to which
corporate  personnel  other than  directors  and  officers  may be  entitled  by
contract or otherwise under law.

                                      II-1
Section 722 Authorization for Indemnification of Directors and
Officers -- (a) A corporation  may indemnify any person,  made, or threatened to
be made, a party to an action or proceeding other than one by or in the right of
the  corporation to procure a judgment in its favor,  whether civil or criminal,
including an action by or in the right of any other  corporation  of any type or
kind, domestic or foreign, or any partnership,  joint venture,  trust,  employee
benefit  plan  or  other  enterprise,  which  any  director  or  officer  of the
corporation served in any capacity at the request of the corporation,  by reason
of the fact that he, his testator or intestate, was a director or officer of the
corporation,  or served  such other  corporation,  partnership,  joint  venture,
trust,  employee  benefit  plan or other  enterprise  in any  capacity,  against
judgments, fines, amounts paid in settlement and reasonable expenses,  including
attorneys' fees actually and necessarily  incurred as a result of such action or
proceeding,  or any appeal  therein,  if such director or officer acted, in good
faith,  for a purpose which he reasonably  believed to be in, or, in the case of
service for any other  corporation or any  partnership,  joint  venture,  trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the corporation  and, in criminal  actions or proceedings,  in addition,  had no
reasonable cause to believe that his conduct was unlawful.

                           (b) The  termination  of any such  civil or  criminal
action or proceeding by judgment, settlement,  conviction or upon a plea of nolo
contendere, or its equivalent, shall not in itself create a presumption that any
such  director or officer did not act,  in good  faith,  for a purpose  which he
reasonably  believed  to be in,  or,  in the  case  of  service  for  any  other
corporation or any partnership,  joint venture,  trust, employee benefit plan or
other enterprise,  not opposed to, the best interests of the corporation or that
he had reasonable cause to believe that his conduct was unlawful.

                           (c) A  corporation  may indemnify any person made, or
threatened  to be  made,  a  party  to an  action  by or in  the  right  of  the
corporation  to procure a  judgment  in its favor by reason of the fact that he,
his testator or intestate,  is or was a director or officer of the  corporation,
or is or was serving at the request of the  corporation as a director or officer
of any  other  corporation  of any type or kind,  domestic  or  foreign,  of any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred by him in connection with the defense or
settlement  of such  action,  or in  connection  with an appeal  therein if such
director or officer  acted,  in good faith,  for a purpose  which he  reasonably
believed to be in, or, in the case of service for any other  corporation  or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not  opposed  to,  the  best  interests  of  the  corporation,  except  that  no
indemnification  under  this  paragraph  shall  be  made  in  respect  of  (1) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (2) any claim  issue or matter as to which  such  person  shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought,  or, if no action was brought,  any court
of competent jurisdiction,  determines upon application that, in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for such portion of the  settlement  amount and expenses as the court
deems proper.

                           (d) For the purpose of this  section,  a  corporation
shall be deemed to have  requested  a person to serve an employee  benefit  plan
where the  performance  by such  person of his  duties to the  corporation  also
imposes duties on, or otherwise involves services by, such person to the plan or
participants  or  beneficiaries  of the plan;  excise taxes assessed on a person
with respect to an employee  benefit plan  pursuant to  applicable  law shall be
considered  fines;  and action  taken or omitted by a person with  respect to an
employee benefit plan in the performance of such person's duties for a purpose

                                      II-2
reasonably believed by such person to be in the interest of the participants and
beneficiaries  of the plan  shall be  deemed  to be for a  purpose  which is not
opposed to the best interests of the corporation.

                  Section  723  Payment of  Indemnification  Other Than By Court
Award -- (a) A person who has been  successful,  on the merits or otherwise,  in
the  defense  of a civil or  criminal  action  or  proceeding  of the  character
described in section 722 shall be entitled to  indemnification  as authorized in
such section.

                           (b)  Except  as  provided  in   paragraph   (a),  any
indemnification  under section 722 or otherwise permitted by section 721, unless
ordered by a court under section 724  (Indemnification of directors and officers
by a  court),  shall  be made by the  corporation,  only  if  authorized  in the
specific case:

                                (1) By the board  acting by a quorum  consisting
of  directors  who are not parties to such action or  proceeding  upon a finding
that the  director  or officer  has met the  standard  of  conduct  set forth in
section 722 or established pursuant to section 721, as the case may be, or,

                                (2) If a quorum  under  subparagraph  (1) is not
obtainable  or,  even if  obtainable,  a quorum of  disinterested  directors  so
directs;

                                    (A) By the board upon the opinion in writing
of independent legal counsel that indemnification is proper in the circumstances
because the  applicable  standard of conduct set forth in such sections has been
met by such director or officer, or

                                    (B) By the shareholders  upon a finding that
the director or officer has met the applicable  standard of conduct set forth in
such sections.

                                    (C)  Expenses  incurred in defending a civil
or criminal  action or proceeding  may be paid by the  corporation in advance of
the  final  disposition  of  such  action  or  proceeding  upon  receipt  of  an
undertaking by or on behalf of such director or officer to repay such amount as,
and to the extent, required by paragraph (a) of section 725.

                  Section 724  Indemnification  of  Directors  and Officers by a
Court  --  (a)   Notwithstanding   the  failure  of  a  corporation  to  provide
indemnification,  and despite  any  contrary  resolution  of the board or of the
shareholders in the specific case under section 723 (Payment of  indemnification
other than by court award),  indemnification  shall be awarded by a court to the
extent  authorized  under  section 722  (Authorization  for  indemnification  of
directors and officers),  and paragraph (a) of section 723. Application therefor
may be made, in every case, either:

                                (1) In the civil action or  proceeding  in which
the expenses were incurred or other amounts were paid, or

                                (2)  To  the   supreme   court  in  a   separate
proceeding, in which case the application shall set forth the disposition of any
previous  application  made to any court for the same or similar relief and also
reasonable  cause for the failure to make  application for such relief in action
or proceeding in which the expenses were incurred or other amounts were paid.

                           (b) The application  shall be made in such manner and
form as may be  required  by the  applicable  rules of court or, in the  absence
thereof,  by direction of a court to which it is made. Such application shall be
upon notice to the corporation. The court may also direct that notice be

                                      II-3
given at the  expense  of the  corporation  to the  shareholders  and such other
persons as it may designate in such manner as it may require.

                           (c)  Where  indemnification  is  sought  by  judicial
action,  the  court  may  allow a person  such  reasonable  expenses,  including
attorneys'  fees,  during the  pendency of the  litigation  as are  necessary in
connection with his defense therein,  if the court shall find that the defendant
has by his  pleadings  or during the  course of the  litigation  raised  genuine
issues of fact or law.

                  Section  725 Other  Provisions  Affecting  Indemnification  of
Directors  and  Officers -- (a) All  expenses  incurred in  defending a civil or
criminal  action or  proceeding  which are  advanced  by the  corporation  under
paragraph  (c) of section 723  (Payment of  indemnification  other than by court
award) or allowed by a court under paragraph (c) of section 724 (Indemnification
of  directors  and  officers  by a court)  shall be  repaid  in case the  person
receiving such advancement or allowance is ultimately found, under the procedure
set forth in this  article,  not to be entitled  to  indemnification  or,  where
indemnification  is  granted,  to the extent the  expenses  so  advanced  by the
corporation  or allowed by the court exceed the  indemnification  to which he is
entitled:

                           (b)  No  indemnification,  advancement  or  allowance
shall be made under this article in any circumstance where it appears:

                                (1)   That   the   indemnification    would   be
inconsistent  with the law of the  jurisdiction  of  incorporation  of a foreign
corporation which prohibits or otherwise limits such indemnification;

                                (2)   That   the   indemnification    would   be
inconsistent with a provision of the certificate of  incorporation,  a by-law, a
resolution  of the board or of the  shareholders,  an  agreement or other proper
corporate  action,  in effect at the time of the accrual of the alleged cause of
action  asserted in the  threatened or pending action or proceeding in which the
expenses were incurred or other amounts were paid,  which prohibits or otherwise
limits indemnification; or

                                (3) If there has been a  settlement  approved by
the court,  that the  indemnification  would be inconsistent  with any condition
with respect to indemnification  expressly imposed by the court in approving the
settlement.

                           (c) If any expenses or other  amounts are paid by way
of indemnification, otherwise than by court order or action by the shareholders,
the  corporation  shall,  not later than the next annual meeting of shareholders
unless such meeting is held within  three months from the date of such  payment,
and in any event,  within fifteen months from the date of such payment,  mail to
its  shareholders  of record at the time  entitled  to vote for the  election of
directors a statement  specifying  the persons paid,  the amounts paid,  and the
nature and status at the time of such payment of the  litigation  or  threatened
litigation.

                           (d) If any action with respect to  indemnification of
directors  and officers is taken by way of amendment of the by-laws,  resolution
of directors,  or by agreement,  then the corporation  shall, not later than the
next annual  meeting of  shareholders,  unless such meeting is held within three
months from the date of such action,  and, in any event,  within  fifteen months
from the date of such  action,  mail to its  shareholders  of record at the time
entitled to vote for the election of directors a statement specifying the action
taken.

                           (e) Any notification  required to be made pursuant to
the  foregoing  paragraph  (c) or (d) of this  section  by any  domestic  mutual
insurer

                                      II-4
shall be satisfied by compliance  with the  corresponding  provisions of section
one thousand two hundred sixteen of the insurance law.

                           (f)  The  provisions  of  this  article  relating  to
indemnification  of directors and officers and insurance therefor shall apply to
domestic  corporations  and foreign  corporations  doing business in this state,
except as provided in section 1320 (Exemption from certain provisions).

                  Section 726  Insurance  for  Indemnification  of Directors and
Officers  -- (a) Subject to  paragraph  (b), a  corporation  shall have power to
purchase and maintain insurance:

                                (1)  To  indemnify  the   corporation   for  any
obligation which it incurs as a result of the  indemnification  of directors and
officers under the provisions of this article, and

                                (2)  To  indemnify  directors  and  officers  in
instances  in  which  they  may be  indemnified  by the  corporation  under  the
provisions of this article, and

                                (3)  To  indemnify  directors  and  officers  in
instances in which they may not  otherwise  be  indemnified  by the  corporation
under the provisions of this article provided the contract of insurance covering
such  directors  and  officers   provides,   in  a  manner   acceptable  to  the
superintendent of insurance, for a retention amount and for co-insurance.

                           (b) No insurance  under paragraph (a) may provide for
any  payment,  other than cost of  defense,  to or on behalf of any  director or
officer.

                                (1) if a judgment  or other  final  adjudication
adverse to the insured  director or officer  establishes that his acts of active
and deliberate  dishonesty  were material to the cause of action so adjudicated,
or that he personally  gained in fact a financial  profit or other  advantage to
which he was not legally entitled, or

                                (2) in  relation  to any risk the  insurance  of
which is prohibited under the insurance law of this state.

                           (c)  Insurance  under  any  or all  subparagraphs  of
paragraph  (a) may be  included  in a single  contract  or  supplement  thereto.
Retrospective rated contracts are prohibited.

                           (d) The corporation shall, within the time and to the
persons  provided in paragraph  (c) of section 725 (Other  provisions  affecting
indemnification  of directors or  officers),  mail a statement in respect of any
insurance  it has  purchased  or renewed  under  this  section,  specifying  the
insurance  carrier,  date  of the  contract,  cost of the  insurance,  corporate
positions insured,  and a statement explaining all sums, not previously reported
in a  statement  to  shareholders,  paid  under  any  indemnification  insurance
contract.

                           (e) This  section is the public  policy of this state
to spread the risk of corporate management, notwithstanding any other general or
special  law of this state or of any other  jurisdiction  including  the federal
government.

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

                  The Company's  certificate of incorporation  provides that the
personal  liability  of the  directors  of the  Company  to the  Company  or its
shareholders for damages for any breach of duty as directors, is eliminated to

                                      II-5
the fullest extent permitted by the Business Corporation Law of the State of New
York. The Company's  certificate of incorporation also provides that the Company
shall,  to the fullest extent  permitted by Sections 722 and 723 of the New York
Business Corporation Law, indemnify any and all persons whom it shall have power
to indemnify  under said  sections from and against any and all of the expenses,
liabilities  or  other  matters  referred  to in or  covered  by said  sections,
exclusive of any other rights to which those  indemnified  may be entitled under
any by-law,  agreement,  vote of shareholders or directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding  such  office,  and shall  continue  as to persons who have ceased to be
directors,  officers,  employees or agents and shall inure to the benefit of the
heirs, executors and administrators of such persons.

                  The  Company's  by-laws  provide  for  indemnification  of the
Company's  directors and officers to the fullest extent permitted by the laws of
the State of New York and permit the Company to enter into indemnity  agreements
with its officers and directors (the  "Indemnity  Agreements").  The Company has
entered into Indemnity Agreements with John Fanning, Rosemary Maniscalco,  Harry
V. Maccarrone,  John H. Brinckerhoff III, Gordon Robinett, Daniel Raynor, Joseph
A.  Driscoll  and Diane J. Geller.  The  Indemnity  Agreements  provide that the
Company shall  indemnify such officers or directors from and against any and all
liabilities,  costs and  expenses,  amounts of judgments,  fines,  penalties and
amounts  paid in  settlement  of or  incurred  in defense of any  settlement  in
connection  with any threatened,  pending or completed  claim,  action,  suit or
proceeding in which such persons are a party,  or which may be asserted  against
them by reason of their  being or having  been an  officer  or  director  of the
Company (the "Losses"), unless it is determined that such officers and directors
did not act in good faith and for a purpose which they reasonably believed to be
in, or in the case of service to an entity  related to the Company,  not opposed
to, the best interests of the Company and, in the case of a criminal  proceeding
or action,  that they had  reasonable  cause to believe  that their  conduct was
unlawful.  No  indemnification  may be made under the Indemnity  Agreements  for
Losses  incurred by such officers or directors who are parties to any proceeding
or action by or in the right of the  Company to procure a judgment  in its favor
in  respect  of (i) any  claim,  issue or matter as to which  such  officers  or
directors  shall have been adjudged liable to the Company or (ii) any threatened
or  pending  action  to which  such  officers  or  directors  are a party or are
threatened to be made a party which is settled or otherwise  disposed of, unless
any  court in which  such  action  or  proceeding  is  brought  or any  court of
competent   jurisdiction   shall   determine   that,  in  view  of  all  of  the
circumstances,  such officers or directors are reasonably entitled to indemnity.
Such  indemnification  shall be in  addition  to any other  rights to which such
officers or directors may be entitled under any law, charter provision,  by-law,
agreement, vote of shareholders or otherwise.

                  The Company  maintains a  $3,000,000  directors  and  officers
liability insurance policy.

Item 7.           Exemption From Registration Claimed.

                  Not Applicable.

Item 8.           Exhibits.

                  Exhibit Index

Exhibit

         4(a)     Option Agreement dated February 21, 1996, by and between the
                  Company and Rosemary Maniscalco.

                                      II-6
4(b)     Option Agreement dated February 21, 1996, by and between
                  the Company and Harry Maccarrone.

         5        Opinion of Olshan Grundman Frome & Rosenzweig LLP with respect
                  to the securities registered hereunder.

        23(a)     Consent of KPMG Peat Marwick LLP

        23(b)     Consent of Olshan  Grundman  Frome & Rosenzweig  LLP (included
                  within Exhibit 5)

Item 9.           Undertakings

                  The undersigned registrant hereby undertakes:

                           a. To file,  during  any  period  in which  offers or
sales are being made, a post-effective  amendment to this registration statement
to include any material information with respect to the plan of distribution not
previously  disclosed in the  registration  statement or any material  change to
such information in the registration statement.

                           b. 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.

                           c.  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.

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  act of 1934)  that is  incorporated  by  reference  in 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.

                  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  each such  liabilities  (other than the payment by 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.

                                      II-7
SIGNATURES

The Registrant.  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 Town of North  Hempstead,  State of New York, on this 11th day
of June, 1997.

                                  UNIFORCE SERVICES, INC.
                                  (Registrant)

                                  By:/s/ John C. Fanning
                                     ------------------------------------
                                     John C. Fanning, Chairman of the
                                     Board, President and Chief
                                     Executive Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
date indicated.
Signature                            Title                              Date
         ---------                            -----                              ----
Chairman of the Board,
/s/ John C. Fanning                    President and Chief
--------------------------------       Executive Officer                    June 11, 1997
(John C. Fanning)

                                       Executive Vice President,
/s/ Rosemary Maniscalco                Chief Operating Officer
-------------------------------        and Director                         June 11, 1997
(Rosemary Maniscalco)

                                       Vice President-Finance,
                                       Treasurer, Principal
                                       Financial and Chief
/s/ Harry V. Maccarrone                Accounting Officer
------------------------------         and Director                         June 11, 1997
(Harry V. Maccarrone)

/s/ John H. Brinckerhoff III
------------------------------         Director                             June 11, 1997
(John H. Brinckerhoff III)

/s/ Gordon Robinett
-------------------------------        Director                             June 11, 1997
(Gordon Robinett)

/s/ Joseph A. Driscoll
---------------------------            Director                             June 11, 1997
(Joseph A. Driscoll)
II-8
The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the Town of North Hempstead, State of
New York, on June 11, 1997.

                                     UNIFORCE SERVICES, INC.
                                     Stock Option Grants by the Company to
                                     Harry V. Maccarrone and Rosemary Maniscalco
                                     -------------------------------------------
                                                       (Plan)

                                       By: /s/ John H. Brinckerhoff III
                                           -----------------------------------
                                           John H. Brinckerhoff III,
                                           Member of Stock Option
                                           Committee

                                       By: /s/ Gordon Robinett
                                          ------------------------------------
                                          Gordon Robinett,
                                          Member of Stock Option
                                          Committee

                                       By: /s/ Joseph A. Driscoll
                                          ------------------------------------
                                          Joseph A. Driscoll
                                          Member of Stock Option
                                          Committee

                                      II-9