INDEPENDENT AUDITOR'S REPORT

To The Board of Directors and Stockholders of
Diversified Corporate Resources, Inc.
Dallas, Texas

     We have audited the accompanying consolidated balance sheets of
Diversified Corporate Reouces, Inc. and subsidiaries as of December 31, 1995 and
the related consolidated statements of operations, stockholders' equity (capital
deficiency), and cash flows for each of the three years in the period ended 
December 31, 1995.  Our audits also included the financial statement schedule
listed in the accompanying index.  These consolidated financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these condolidated financial 
statements and financial statement schedule based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the conolidated financial statements are free
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the consolidated financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall 
consolidated financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

     The Company's financial statements do not disclose proforma results of 
operations for the year ended December 31, 1993 relating to a business 
acquisition on January 3, 1994 as further described in Note 3.  In our opinion,
disclosure of this information is required to conform with the generally 
accepted accounting principles.

     In our opinion, except for omission of the information discussed in
the previous paragraph, the consolidated financial statements referred to above
present fairly, in all material respects, the conolidated financial position of
Diversified Corporate Resouces, Inc. and subsidiaries as of December 31, 1995
and 1994, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1995, in conformity with 
generally accepted accounting principles.  Also, in our opinion, the financial
statement schedule referred to above, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all 
material respects the information set forth therein.

                         /s/Weaver and Tidwell, L.L.P.
                         Weaver and Tidwell, L.L.P.

Dallas, Texas
April 9, 1996