Exhibit No. 4
Form S-3
Headway Corporate Resources, Inc.
Consent Of Independent Auditors
Headway Corporate Resources, Inc.
New York, New York
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and
related Prospectus of Headway Corporate Resources, Inc.
for the registration of 1,552,536 shares of its common
stock and to the incorporation by reference therein of
our report dated February 21, 2000, with respect to the
consolidated financial statements and schedule of Headway
Corporate Resources, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1999, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
October 18, 2000
E-36
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