FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CFS Merger Sub Corp.

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/1/2010 

3. Issuer Name and Ticker or Trading Symbol

COMFORCE CORP [CFS]

(Last)        (First)        (Middle)

C/O ABRY PARTNERS, LLC, 111 HUNTINGTON AVENUE, 30TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

BOSTON, MA 02199       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   0   (1) (2) (3) (4) I   (1) (2) (3) (4) See Footnotes   (1) (2) (3) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  CFS Merger Sub Corp. ("Merger Sub") is a Delaware corporation wholly-owned by CFS Parent Corp. ("Parent"). Parent is a Delaware corporation wholly-owned by CFS Holding, LLC ("Holding"). Holding is a Delaware limited liability company wholly-owned by ABRY Partners VI, L.P. ("ABRY VI"). The general partner of ABRY VI is ABRY VI Capital Partners, L.P. ("Capital Partners"). The general partner of Capital Partners is ABRY VI Capital Investors, LLC ("Capital Investors" and, together with Capital Partners, ABRY VI, Holding, Parent and Merger Sub, the "Reporting Persons").
( 2)  On November 1, 2010, COMFORCE Corporation, a Delaware corporation (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Parent and Merger Sub, providing for the merger of Merger Sub with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each share of common stock of the Issuer issued and outstanding immediately prior to the effective time of the Merger (other than shares of common stock of the Issuer owned by (i) Parent, Merger Sub, the Issuer or any of their subsidiaries, or (ii) stockholders of the Issuer who have properly exercised and not withdrawn appraisal rights under Delaware law) will be automatically cancelled and converted into the right to receive $2.50 in cash, without interest, less any applicable withholding taxes. (Continued in Footnote 3)
( 3)  At the effective time of the Merger, each issued and outstanding share of the Issuer's Series 2003A Convertible Preferred Stock, Series 2003B Convertible Preferred Stock and Series 2004A Convertible Preferred Stock will be converted into the right to receive the amount per share of Series 2003A Convertible Preferred Stock, Series 2003B Convertible Preferred Stock and Series 2004A Convertible Preferred Stock, respectively, that represents in each such case $2.50 in cash, without interest, less any applicable withholding taxes, per share of common stock on an as-converted basis, assuming conversion of all of such preferred stock to common stock of the Issuer as of the closing date (and in each case other than shares of preferred stock owned by (i) Parent, Merger Sub, the Issuer or any of their subsidiaries, or (ii) stockholders of the Issuer who have properly exercised appraisal rights under Delaware law). (Continued in Footnote 4)
( 4)  Parent and Merger Sub (and based on the relationships described in Footnote 1, each of the Reporting Persons) may be deemed to have shared voting power of 35.8% of the outstanding common stock of the Issuer pursuant to certain Voting and Support Agreements, dated as of November 1, 2010 (the "Voting and Support Agreements"), entered into by and among Merger Sub, Parent and certain executive officers and directors of the Issuer (such executive officers and directors, the "Stockholders"). Each of the Reporting Persons expressly disclaims beneficial ownership of any shares of common stock of the Issuer covered by the Voting and Support Agreements. None of the Reporting Persons has any pecuniary interest in the shares of common stock held by the Stockholders, and each expressly disclaims beneficial ownership of any shares of common stock covered by the Voting and Support Agreements.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CFS Merger Sub Corp.
C/O ABRY PARTNERS, LLC
111 HUNTINGTON AVENUE, 30TH FLOOR
BOSTON, MA 02199

X

CFS Parent Corp.
C/O ABRY PARTNERS, LLC
111 HUNTINGTON AVENUE, 30TH FLOOR
BOSTON, MA 02199

X

CFS Holding, LLC
C/O ABRY PARTNERS, LLC
111 HUNTINGTON AVENUE, 30TH FLOOR
BOSTON, MA 02199

X

ABRY Partners VI, L.P.
C/O ABRY PARTNERS, LLC
111 HUNTINGTON AVENUE, 30TH FLOOR
BOSTON, MA 02199

X

ABRY VI Capital Partners, L.P.
C/O ABRY PARTNERS, LLC
111 HUNTINGTON AVENUE, 30TH FLOOR
BOSTON, MA 02199

X

ABRY VI Capital Investors, LLC
C/O ABRY PARTNERS, LLC
111 HUNTINGTON AVENUE, 30TH FLOOR
BOSTON, MA 02199

X


Signatures
CFS Merger Sub Corp., by: /s/ Brian St. Jean 11/12/2010
** Signature of Reporting Person Date

CFS Parent Corp., by: /s/ Brian St. Jean 11/12/2010
** Signature of Reporting Person Date

CFS Holding, LLC, by: /s/ Brian St. Jean 11/12/2010
** Signature of Reporting Person Date

ABRY Partners VI, L.P., by ABRY VI Capital Partners, L.P., its general partner, by ABRY VI Capital Investors, LLC, its general partner, by: /s/ Royce Yudkoff 11/12/2010
** Signature of Reporting Person Date

ABRY VI Capital Partners, L.P., by ABRY VI Capital Investors, LLC, its general partner, by: /s/ Royce Yudkoff 11/12/2010
** Signature of Reporting Person Date

ABRY VI Capital Investors, LLC, by: /s/ Royce Yudkoff 11/12/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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