SEC FORM 4/A

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/09/2006

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	05/05/2006		M		97,630⁽¹⁾	A	$2.85	195,796⁽²⁾⁽⁷⁾	D
Common Stock	05/05/2006		F⁽³⁾		10,873	D	$15.9	184,923⁽²⁾⁽⁷⁾	D
Common Stock	05/05/2006		F⁽³⁾		6,513	D	$16.026	178,410⁽²⁾⁽⁷⁾	D
Common Stock	05/05/2006		F⁽³⁾		44	D	$16.18	178,366⁽²⁾⁽⁷⁾	D
Common Stock	05/08/2006		M		48,695⁽⁴⁾	A	$2.85	146,861⁽²⁾⁽⁷⁾	D
Common Stock	05/08/2006		F⁽³⁾		8,695	D	$16.18	184,923⁽²⁾⁽⁷⁾	D
Common Stock	05/08/2006		J⁽⁵⁾	V	40,000⁽⁶⁾	D	$0	98,166⁽²⁾⁽⁷⁾	D
Common Stock	05/08/2006		J⁽⁵⁾	V	40,000⁽⁶⁾	A	$0	179,233⁽²⁾⁽⁷⁾	I	Revocable Trust⁽¹⁰⁾
Common Stock	05/09/2006		M⁽⁸⁾		8,587	A	$2.85	106,753⁽²⁾⁽⁷⁾	D
Common Stock	05/09/2006		M		55,393⁽⁹⁾	A	$3.4925	211,380⁽²⁾⁽⁷⁾	D
Common Stock	05/09/2006		F⁽³⁾		10,981	D	$15.72	98,166⁽²⁾⁽⁷⁾	D

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)
Options (right to buy)	$2.85	05/05/2006		M			97,630⁽¹⁾	⁽¹¹⁾	01/31/2013	Common Stock	97,630⁽¹⁾	$0	57,282	D
Options (right to buy)	$2.85	05/08/2006		M			48,695⁽⁴⁾	⁽¹¹⁾	01/31/2013	Common Stock	48,695⁽⁴⁾	$0	8,587	D
Options (right to buy)	$2.85	05/09/2006		M⁽⁸⁾			8,587	⁽¹¹⁾	01/31/2013	Common Stock	8,587	$0	0	D
Options (right to buy)	$3.4925	05/09/2006		M			53,393⁽⁹⁾	⁽¹²⁾	01/26/2011	Common Stock	53,393	$0	201,973	D

Explanation of Responses:

1. The number of shares reported for May 5, 2006 on the original Form 4 acquired by option exercises was 80,200. The additional 17,430 shares represents tax withholding that was reported on the original Form 4 with an incorrect date of May 8, 2006.

2. Shares include 98,166 shares of restricted stock that will vest on December 21, 2006.

3. These shares represent required tax withholdings not reported on the original Form 4.

4. The number of shares reported on the original Form 4 as acquired upon option exercises was 74,712. The difference has been correctly reported herein as taking place on May 5, 2006 and May 9, 2006.

5. The transactions are disclosing a change in the form of beneficial ownership that is exempt from reporting under Rule 16a-13. The underlying beneficial ownership of the securities has not changed.

6. The amount reported on the original Form 4 was 332,078. In addition, 102,233 of these shares were actually transferred on May 9, 2006. This amount was overstated by 189,845 shares.

7. The amount of securities reflects the amendments herein and the amounts reported on the original Form 4.

8. This exercise of options was included on the original Form 4, under an incorrect reporting date.

9. On the original Form 4, this transaction was reported as occurring on 5/8/2006 but actually took place on 5/9/2006. The number of shares acquired upon option exercise was reported as 257,366. This amount was overstated on the original Form 4 by 201,973 shares.

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

11. The options vested as follows: 1/3 on 1/31/2004 and 2/3 on 9/9/2004.

12. The options vested as follows: 1/3 on 1/26/2002; 1/3 on 1/26/2003; and 1/3 on 1/26/2004.

	Michael R. Hurley, Attorney-in-Fact for David L. Dunkel	05/11/2006
	** 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.
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 Number.