PROXY


                              COMFORCE CORPORATION
     SOLICITED BY THE BOARD OF DIRECTORS for Annual Meeting of Stockholders

                               2001 Marcus Avenue
                          Lake Success, New York 11042

         The undersigned  hereby appoints Michael  Ferrentino and Christopher P.
Franco as Proxies, each with the power to appoint his or her substitute, to vote
all  of  the  shares  of  common  stock  of  COMFORCE  Corporation,  a  Delaware
corporation  (the  "Company"),  held of record by the  undersigned on the record
date,  December 15, 1995, at the annual  meeting of  stockholders  to be held on
February  5,  1996,  or any  adjournment  thereof,  as  directed  and,  in their

         Your vote for five  directors  may be  indicated  on the reverse  side.
Michael Ferrentino,  Dr. Glen Miller,  Richard Barber, Peter D. Matthy and Keith
Goldberg have been nominated for one year terms.Notice of Annual Meeting and set
forth in the Proxy Statement.

         Your vote for five  directors  may be  indicated  on the reverse  side.


Michael Ferrentino,  Dr. Glen Miller,  Richard Barber, Peter D. Matthy and Keith
Goldberg have been nominated for one year terms.




     The Board of Directors  Recommends a Vote "For" all proposals.ever,  if you
execute and return the proxy  unmarked,  such votes will be voted FOR all of the
proposals. Please mark box p or x


     The Board of Directors  Recommends a Vote "For" all proposals. 

1. Election of Directors: (duly  nominated       Withheld for the following
   and named only on the reverse side of        (write the  nominee's name in
   this proxy)                                   the space below).

         FOR      Withheld
                   for all            _________________________________________
      

2.  Ratify issuance of stock

         FOR      Against  Abstain


3.  Ratify YEILD transactions

         FOR      Against  Abstain
         

4.  Amend Certificate of Incorporation

         FOR      Against  Abstain                            
5.  Amend Long-Term Stock Investment Plan

         FOR      Against  Abstain                  

6.Appointment  of  Independent  Auditors             
          FOR      Against  Abstain 
                                                     

When  shares  are held as joint  tenants,  both  should  sign.  When  signing as
attorney, executor,  administrator,  trustee or guardian, please give full title
as such. If a  corporation,  please sign in full  corporate name by President or
other authorized officer. If a partnership,  please sign in the partnership name
by authorized person.

         Dated: __________________________________________________, 199_

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                                    Signature

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                            Signature if held jointly