SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DUNKEL DAVID L

(Last)

(First)

(Middle)

1001 EAST PALM AVENUE

(Street)

TAMPA

33605

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KFORCE INC [ kfrc ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/22/2004		G	V	179,115	D	$0	0	I	Trust⁽¹⁾⁽²⁾
Common Stock	12/22/2004		G	V	179,115	A	$0	179,115	I	FLIT Trust⁽³⁾
Common Stock	12/22/2004		A		98,166⁽⁴⁾	A	$0	218,496⁽⁵⁾	D⁽²⁾
Common Stock								1,443,979	I	2003 GRAT⁽⁶⁾
Common Stock								156,021	I	2004 GRAT⁽⁷⁾
Common Stock								530	I	Custodian for Daughter
Common Stock								410	I	Custodian for Son
Common Stock								320	I	Custodian for Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$10.95	12/22/2004		A		196,332		06/30/2004	12/22/2014	Common Stock	196,332	$0	196,332	D

Explanation of Responses:

1. Shares are held by the David L. Dunkel Amended and Restated Revocable Living Trust, dated 10/3/2003.

2. 56,730 shares were previously included in the reporting person's direct holdings. The reporting person is both the trustee and the beneficiary of this trust and therefore the transfer of the 56,730 shares into his trust was of no economic substance.

3. Shares are held in the David L. Dunkel Florida Intangible Tax Trust.

4. Shares are restricted stock that will vest on December 21, 2006.

5. Shares include 38,330 shares of restricted stock that will vest on January 1, 2006 and 98,166 shares of restricted stock that will vest on December 21, 2006.

6. Shares are held by the David L. Dunkel 2003 Grantor Retained Annuity Trust, dated 10/3/2003.

7. Shares are held by the David L. Dunkel 2004 Grantor Retained Annuity Trust, dated 4/13/2004.

	Michael R. Hurley, attorney-in-fact for David L Dunkel	12/27/2004
	** 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 4 (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.
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