Edgar Filing: KFORCE INC

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DUNKEL DAVID L

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

(Last)

(First)

(Middle)

1001 EAST PALM AVENUE

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

(Street)

TAMPA, FL 33605

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options (right to buy)

$ 2.85

05/05/2006

97,630 ⁽¹⁾

⁽¹¹⁾

01/31/2013

Common Stock

97,630 ⁽¹⁾

$ 0

57,282

Options (right to buy)

$ 2.85

05/08/2006

48,695 ⁽⁴⁾

⁽¹¹⁾

01/31/2013

Common Stock

48,695 ⁽⁴⁾

$ 0

8,587

Options (right to buy)

$ 2.85

05/09/2006

M⁽⁸⁾

8,587

⁽¹¹⁾

01/31/2013

Common Stock

8,587

$ 0

Options (right to buy)

$ 3.4925

05/09/2006

53,393 ⁽⁹⁾

⁽¹²⁾

01/26/2011

Common Stock

53,393

$ 0

201,973

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DUNKEL DAVID L 1001 EAST PALM AVENUE TAMPA, FL 33605	X		Chief Executive Officer

Signatures

Michael R. Hurley, Attorney-in-Fact for David L. Dunkel		05/11/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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