To Our Shareholders:

In 2004 our vision for COMFORCE unfolded as planned, enabling us to enter 2005 with even greater promise. Sales increases, coupled with our continued debt reduction, helped us show net income of $1.8 million and $0.07 per share, as compared to a loss of $23.2 million and $1.44 loss per share in 2003. The ‘03 loss was impacted by a $24.5 million impairment of goodwill.

We are proud to have met each of our challenges head on and the payoff is clearly reflected in the results. Revenues have improved in all four quarters of 2004, resulting in five consecutive quarters of improved year-over-year revenue growth. For the year ending December 26, 2004 we reported revenues of $480.9 million, a marked improvement from the $370.0 million reported in 2003.

In addition to improving operating results, we continued to take other measures to improve our financial picture. In 2004 we reduced the amount of 12% Senior Notes outstanding by $18.1 million to $64.4 million at year end. A marked improvement from the $82.5 million outstanding at the end of 2003. Since 2000, we have reduced the amount of public debt by approximately $81.0 million resulting in a reduction of annual interest expense of approximately $8.5 million.

During the fourth quarter of 2004 we issued preferred stock in exchange for $6.7 million of the outstanding 8% convertible notes, which were scheduled to go cash pay in June 2005. To further strengthen our capital structure we also amended our PNC Credit Facility for an additional $10.0 million, bringing our total borrowing power to $85.0 million. This will provide us with even greater flexibility to buy back additional public debt.

Our vigilance over expenses resulted in a continued reduction of general and administrative costs as a percentage of revenues. We decreased them to 11.2% in 2004 from 12.8% in 2003. We will continue to closely monitor expenditures without compromising our commitment to growth. However, growth requires a continual reinvestment in technology and this will not be compromised. This past year we successfully upgraded to PeopleSoft 8.8, the most efficient and powerful back office program in the global marketplace.

Most divisions showed a moderate upward trend, but the PrO Unlimited Subsidiary once again exceeded our expectations. PrO’s revenues increased 42.9% in 2004 over ‘03 to $270.1 million. This represents 56.2% of our total revenue. With our PrO team aggressively pursuing new human capital management relationships, we anticipate PrO to match, if not exceed, its performance in 2005.

The accelerated outsourcing of payroll and human capital management services by Fortune 100 and 500 companies and PrO’s ability to meet this demand has helped them to maintain national leadership. PrO has pioneered 1099, Independent Contractor identification services, payrolling and vendor neutral consolidation services and they are the number one choice of leading national companies.

COMFORCE has been creative in adapting its strategy to keep pace with an evolving client base and the types of services they demand. In a half century, the staffing industry has evolved from a permanent placement, applicant paid fee structure, to a largely contingent staffing, human capital management consulting giant with over $90 billion dollars in annual volume.

In order to maintain and gain market share of an ever-changing industry which serves over 90% of U.S. companies, we have initiated a major thrust into RightSourcing, a centralized solution to managing multiple staffing vendor services. Because of the necessity for businesses to use multiple suppliers, the coordination and financial management of this function has proven to be a costly diversion for most. COMFORCE RightSourcing has proven to be the solution our clients have embraced. Documented savings from the implementation of this program are in the multi million-dollar range. The RightSourcing trend has been received with wide acclaim in major medical facilities and industries we’ve served across the board in 2004 and is forecasted as a COMFORCE leader in ‘05.

The maturity of the staffing industry has resulted in a gradual compression of gross margins and for that reason we have chosen to pursue larger volume opportunities, which require hundreds rather than single digit temporary placements. We have successfully pursued information technology help desks, call centers, government projects and personnel transfer plan services to accomplish these ends. COMFORCE is focusing on these specialized niche areas in addition to our mainstream services and we feel this focus has the potential to provide a substantial enhancement of our revenues and bottom line.

Each year the future for COMFORCE emerges brighter than the last. The continued reduction of debt, the gradually improving economy and the resulting hiring trends all indicate the potential for greater success. Your patient support is very much appreciated, and we believe that you will find your confidence has been well placed.

Sincerely,


John Fanning
Chief Executive Officer