HEADWAY CORPORATE RESOURCES INC
8-K, 1998-03-02
MANAGEMENT CONSULTING SERVICES
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               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 (date of event reported):  February 18, 1998.
                                
                                
                                
                HEADWAY CORPORATE RESOURCES, INC.
     (Exact name of registrant as specified in its charter)


                 Commission File Number: 0-23170

               DELAWARE                        75-2134871
   (State or other jurisdiction of          (I.R.S. Employer
    incorporation or organization)         Identification No.)
                                                    
                   
     850 Third Avenue, 11th Floor                   
             New York, NY                         10022
   (Address of principal executive             (Zip Code)
               offices)


         Registrant's Telephone Number:  (212) 508-3560


                         NOT APPLICABLE
      (Former name, former address and former fiscal year,
                  if changed since last report)
                                
<PAGE>
                                
                      ITEM 5.  OTHER EVENTS

      The following press release was issued by the registrant on
February 18, 1998:

           HEADWAY CORPORATE RESOURCES, INC. ANNOUNCES
                       THREE ACQUISITIONS
       EXPANDS GEOGRAPHIC REACH AND INCREASES PRESENCE IN
                     INFORMATION TECHNOLOGY

NEW  YORK,  February 18,1998 - Headway Corporate Resources,  Inc.
(Nasdaq:HDWY)  today  announced that it  has  signed  letters  of
intent to acquire three staffing companies in Florida, California
and New England.  These acquisitions will add over $20 million to
the  Company's  annual revenue run-rate, bringing  the  Company's
total run-rate to well over $200 million.

"With  these  acquisitions,  the  Company  will  achieve  several
milestones  in  its acquisition strategy.  The Company  will  now
have  a  presence in Southern Florida, one of our primary  target
markets,"  said  Barry  Roseman, President  and  Chief  Operating
Officer of Headway Corporate Resources, Inc.  "In addition,  they
will  increase  the  Company's presence in  the  rapidly  growing
information technology staffing segment, and enhance our position
in  two of our current markets: California and New England,"  Mr.
Roseman added.

"We are at a critical juncture in the development of our Company.
With  $110  million in new financing, the Company will  have  the
resources  to continue with our acquisition strategy by acquiring
these  companies,  as  well as a number of  others  that  we  are
currently  in  negotiations with," said Gary Goldstein,  Chairman
and Chief Executive Officer of Headway Corporate Resources, Inc.

Two of the acquisitions are expected to close by end of the first
quarter of 1998, and the third is expected to close by the end of
the  second  quarter of 1998.  Completion of the acquisitions  is
subject  to  negotiation  and execution  of  definitive  purchase
agreements,  as  well  as  the completion  of  the  $110  million
financing announced earlier this month.

Headway Corporate Resources, Inc. is a leading provider of  human
resources,  specializing  in  the  financial  services  industry.
Headquartered in New York City, Headway Corporate Resources  also
has  offices  in North Carolina, California, Connecticut,  United
Kingdom, Japan, Hong Kong and Singapore.

Safe  Harbor  Statement  under the Private Securities  Litigation
Reform  Act  of  1995:  Except  for  the  historical  information
contained herein, the matters discussed in this press release are
forward-looking statements that involve risks and  uncertainties,
including  but not limited to economic, competitive, governmental
and  technological  factors affecting the  Company's  operations,
markets, products and prices, and other factors discussed in  the
Company's  various  filings  with  the  Securities  and  Exchange
Commission,   including  without  limitation   the   Registration
Statement on Form S-3 (Registration No. 333-08615).

                           SIGNATURES

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

                              HEADWAY CORPORATE RESOURCES, INC.

DATED:  February 27, 1998          By: /s/ Barry S. Roseman,
President



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