UNIFORCE SERVICES INC
8-A12B/A, 1997-06-25
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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


                                   FORM 8-A/A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




                             Uniforce Services, Inc.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


               New York                                   13-1996648
- --------------------------------------------------------------------------------
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)


415 Crossways Park Drive, Woodbury, New York                    11797
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)

If this Form relates to the               If this Form relates to the           
registration of a class of debt           registration of a class of debt       
securities and is effective upon          securities and is to become effective 
filing pursuant to General Instruction    simultaneously with the effectiveness 
A(c)(1), please check the following       of a concurrent registration          
box. / /                                  statement under the Securities Act of 
                                          1933 pursuant to General Instruction  
                                          A(c)(2), please check the following   
                                          box. / /                              

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                             Name of each exchange on which
to be so registered                             each class is to be registered
- --------------------------------------------------------------------------------

Common Stock, par value $.01 per share          American Stock Exchange, Inc.

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None.
- --------------------------------------------------------------------------------

                                (Title of Class)
<PAGE>
Item 1.  Description of Registrant's Securities to be Registered.

                  The Company is authorized to issue 10,000,000 shares of Common
Stock,  par value $.01 per share (the "Common  Stock").  Holders of Common Stock
are entitled to one vote per share.  The Common  Stock does not have  cumulative
voting  rights.  Holders of Common Stock are entitled to share  equally on a per
share  basis in such  dividends  as may be declared  by the  Company's  Board of
Directors  out of  funds  legally  available  therefor  or in the  event  of any
distribution of capital assets, whether voluntary or involuntary,  after payment
of, or  provision  for,  all debts and other  liabilities.  All shares of Common
Stock now  outstanding  are fully paid and  non-assessable.  No holder of Common
Stock has any pre-emptive or preferential right to purchase or subscribe for any
shares of Common Stock.



Item 2.  Exhibits.


Exhibit

          3.1  Certificate of Incorporation of the Registrant.1

          3.2  Form of Certificate of Amendment of Certificate of
               Incorporation.2

          3.3  By-laws of the Registrant, as amended through March 10, 1987.2

          4.1  Specimen Common Stock Certificate.2




- -------------
 1       Incorporated  by reference to Exhibit 3(f) to the  Registrant's  Annual
         Report on Form 10-K for the year ended December 31, 1995.
 2       Incorporated by reference to the Registrant's Form 8-A as filed with 
         the Commission on June 20, 1997.

                                       -2-
<PAGE>
                                    SIGNATURE


                  Pursuant to the  requirements  of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: June 25, 1997                    Uniforce Services, Inc.



                                        By:/s/ Harry V. Maccarrone
                                          ------------------------
                                           Harry V. Maccarrone, Vice President
                                           Finance


                                       -3-


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