8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: March 31, 2008

(Date of earliest event reported)

WESTAFF, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

000-24990	94-1266151
(Commission	(I.R.S. Employer
File Number)	Identification No.)

298 North Wiget Lane, Walnut Creek, CA 94598

(Address of Principal Executive Offices, including Zip Code)

(925) 930-5300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01   Regulation FD Disclosure.

On March 31, 2008, Westaff, Inc. (the “Company”) issued a press release announcing that it completed the sale of its United Kingdom operations.  A copy of the Company’s press release dated March 31, 2008, is attached hereto as Exhibit 99.1.

The information under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 hereto) is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits

Exhibit No.	Description of Document
99.1	Press Release, dated March 31, 2008

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WESTAFF, INC.
	By:	/s/ Michael T. Willis
		Michael T. Willis
		President and Chief
		Executive Officer
Date: April 1, 2008

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EXHIBIT INDEX

Exhibit No.	Description of Document
99.1	Press Release, dated March 31, 2008

EX-99.1

EXHIBIT 99.1

PRESS CONTACTS:

Stacy Spivack	Rachel Loya
Senior Marketing Manager, Westaff, Inc.	KRT Marketing for Westaff, Inc.
(P) 925.952.2521	(P) 925.284.6255
(E) sspivack@westaff.com	(E) rachel@krtmarketing.com

Westaff, Inc., Announces the Sale of Westaff UK, Ltd.

WALNUT CREEK, Calif., March 31, 2008 – Westaff, Inc. (NASDAQ: WSTF), a leading provider of staffing services, announced that the company completed the sale of its United Kingdom operations on March 31, 2008, to a privately held company for cash. The sale included Westaff’s U.K. headquarters in Gloucester, GL, and the Company’s 25 U.K. offices.

Westaff CEO and Chairman Michael T. Willis commented, “This sale is one of a series of positive steps that management has taken and expects to continue to take relating to Westaff’s operations.  Based on the current market, we received an excellent price for our U.K. operations of just over six times EBITDA.”  Willis continued, “This is a timely transaction for Westaff. We did not view the U.K. as a long-term strategic fit for the company. The proceeds from this sale should strengthen our ability to expand our current operations.”

About Westaff

Westaff provides staffing services and employment opportunities for businesses in global markets. Westaff annually employs in excess of 125,000 people and services more than 20,000 client accounts from 179 offices located throughout the United States, Australia and New Zealand. For more information, please visit our Web site at www.westaff.com.

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This press release contains forward-looking statements within the meaning of U.S. securities laws. Forward-looking statements in this release are generally identified by words such as “expects,” “believes,” “will,” “should” and similar expressions that are intended to identify forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. Forward-looking statements contained herein include, but are not limited to, statements regarding steps that the company may take with respect to its operations in the future and the company’s ability to expand its current operations and to develop and launch new business lines and services.  The forward-looking statements contained herein involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Many of these risk and uncertainties cannot be controlled by the Company. These risks and uncertainties include, but are not limited to: risks related to control by a significant shareholder, an intensely priced competitive market, our significant working capital needs and our ability to borrow to meet those needs, our ability to borrow under our credit facilities and our compliance with their debt covenants, variability of the amount of collateral that we are required to maintain to support our workers’ compensation obligation, the sufficiency of our workers’ compensation claims reserve, variability of employee-related costs, including workers’ compensation liabilities, possible adverse effects of fluctuations in the general economy, our ability to collect on our accounts receivable, risks related to franchise agent operations, risks related to international operations and fluctuating exchange rates, reliance on executive management and key personnel, our ability to attract and retain the services of qualified temporary personnel, the ability of our customers to terminate our service agreement on short notice, variability of the cost of unemployment insurance for our temporary employees, any difficulty with our information technology system, government regulation, potential exposure to employment-related claims, the volatility of the Company’s stock price, increased regulatory compliance costs and litigation and other claims. Additional information concerning the risks and uncertainties listed above, and other factors you may wish to consider, is contained in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Form 10-K for the year ended November 3, 2007.

Forward-looking statements are based on the beliefs and assumptions of the Company’s management and on currently available information. The Company undertakes no responsibility to publicly update or revise any forward-looking statement except as required by applicable laws and regulations.