- Notification that Quarterly Report will be submitted late (NT 10-Q)

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

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):	o Form 10-K	o Form 20-F	o Form 11-K	x Form 10-Q	o Form 10-D
	o Form N-SAR	o Form N-CSR

	For Period Ended:	January 24, 2009
	o Transition Report on Form 10-K
	o Transition Report on Form 20-F
	o Transition Report on Form 11-K
	o Transition Report on Form 10-Q
	o Transition Report on Form N-SAR
	For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

WESTAFF, INC.

Full Name of Registrant

N/A

Former Name if Applicable

298 N. WIGET LANE,

Address of Principal Executive Office (Street and Number)

WALNUT CREEK, CA 94598

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

x	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10 - K, 20 - F, 11 - K, 10 - Q, 10 - D, N - SAR, N - CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The registrant is currently in the process of receiving and reviewing certain financial information necessary to finalize the Form 10-Q for the quarter ended January 24, 2009 and the consolidated financial statements included therein. Significant effort was required by the staff to obtain and compile the information related to the sale of the Australia and New Zealand subsidiaries which occurred in the first quarter of fiscal year 2009. The registrant and its independent accountants are working to complete the Form 10-Q as expeditiously as possible. The registrant expects to file the Form 10-Q for the quarter ended January 24, 2009 on or before the fifth calendar day following the prescribed due date.

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	CHRISTA C. LEONARD	925	951-4011
	(Name)	(Area Code)	(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

			x Yes o No

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

			x Yes o No

	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The registrant expects to report revenue for the first quarter of fiscal year 2009 of $51.5 million, representing a decrease of approximately $29.5 million, or approximately 36.4%, compared to the revenue from continuing operations for the first quarter of fiscal year 2008. The registrant expects to report an operating loss from continuing operations for the first quarter of fiscal year 2009 of $5.1 million, representing an increase of approximately $3.1 million, or approximately 158.0%, compared to the operating loss from continuing operations in the first quarter of fiscal year 2008. The registrant expects to report a net loss for the first quarter of fiscal year 2009 of approximately $4.6 million, representing an increase of approximately $2.7 million, or approximately 143.7%, compared to the net loss for the first quarter of fiscal year 2008. The registrant believes the increase in net loss in the first quarter of fiscal year 2009 compared to the first quarter of fiscal year 2008 is primarily due to the decline in revenues, offset by the gain on the sale of the former Australia and New Zealand subsidiaries of approximately $1.4 million net of income taxes. The foregoing results are estimates and are subject to change.

Certain statements contained in this Form 12b-25 are forward-looking statements and are identified by words such as “expect,” “believe,” “estimate,” or other similar expressions, including statements regarding the registrant’s expectations regarding the completion of the 2009 Form 10-Q for the quarter ended January 24, 2009, the timing of the filing of the 2009 Form 10-Q for the quarter ended January 24, 2009 and the results of operations to be reported. The registrant intends these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks, uncertainties and assumptions often beyond the registrant’s control, including the risk that additional staff resources and time may be needed to complete and file the 2009 Form 10-Q for the quarter ended January 24, 2009 and other risks described in the Risk Factors sections in the registrant’s reports and documents filed with the SEC. Actual results may differ materially from anticipated results described in these forward-looking statements. In addition to causing the registrant’s actual results to differ, the factors referred to above may cause the registrant’s intentions to change from those statements of intention set forth in this Form 12b-25. Such changes in the registrant’s intentions may cause the registrant’s results to differ. The registrant’s intentions could change at any time and without notice based upon changes in such factors, the registrant’s assumptions or otherwise. Except as required by applicable law, the registrant does not intend and undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Given the uncertainties and risk factors that could cause the registrant’s actual results to differ materially from those contained in any forward-looking statement, readers should not place undue reliance upon forward-looking statements and should carefully consider these risks and uncertainties.

WESTAFF, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	March 11, 2009	By	/s/ CHRISTA C. LEONARD
			CHRISTA C. LEONARD
			SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.