FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Koosharem CORP

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/28/2009 

3. Issuer Name and Ticker or Trading Symbol

WESTAFF INC [WSTF]

(Last)        (First)        (Middle)

3820 STATE STREET

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

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

SANTA BARBARA, CA 93105       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
No securities beneficially owned   0   I   (1) (2) (3) (4) See notes   (1) (2) (3) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Koosharem Corporation is filing this Form 3 solely because it may be deemed a beneficial owner pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 16a-1(a)(1) under the Exchange Act of 8,262,696 shares of common stock, par value $0.01 per share, of Westaff, Inc. (the "Common Shares") owned by DelStaff, LLC.
( 2)  The Purchase Agreement (as defined in Note 3) was entered into in connection with and as a condition to the Agreement and Plan of Merger (the "Merger Agreement"), by and among Koosharem Corporation, Select Merger Sub Inc., a wholly owned subsidiary of Koosharem Corporation, and Westaff, Inc., dated as of January 28, 2009, pursuant to which Select Merger Sub Inc. will be merged with and into Westaff, Inc., with Westaff, Inc. continuing as the surviving corporation and a wholly owned subsidiary of Koosharem Corporation (the "Merger").
( 3)  The Common Shares are subject to a Stock & Note Purchase Agreement, dated as of January 28, 2009, with Koosharem Corporation (the "Purchase Agreement"), pursuant to which, and subject to the terms and conditions thereof, immediately prior to the Merger, DelStaff, LLC will, among other things, sell to Koosharem Corporation the Common Shares. Pursuant to the Purchase Agreement, DelStaff, LLC has also agreed to vote the Common Shares in favor of the Merger and, subject to certain limitations, against any alternative transaction proposal.
( 4)  Koosharem Corporation disclaims beneficial ownership of the Common Shares, and this filing shall not be deemed an admission that Koosharem Corporation is the beneficial owner of the Common Shares for purposes of Section 16 of the Exchange Act or for any other purpose. Koosharem does not have a pecuniary interest in the Common Shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Koosharem CORP
3820 STATE STREET
SANTA BARBARA, CA 93105
X


Signatures
Koosharem Corporation By: /s/ D. Stephen Sorensen, Chief Executive officer 2/4/2009
** 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 5(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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