U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 12B-25
                           NOTIFICATION OF LATE FILING


                                  (Check One):

         () Form 10-K () Form 20-F () Form 11-K (X) Form 10-Q ()Form N-SAR
         For Period Ended:                  March 31, 1996
         () Transition Report on Form 10-K
         () Transition Report on Form 20-F
         () Transition Report on Form 11-K
         () Transition Report on Form 10-Q
         () Transition Report on Form N-SAR
         For the Transition Period Ended:



         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:  Not Applicable


Part I -- Registrant Information


         Full Name of Registrant:  Diversified Corporate Resources, Inc.
         Former Name if Applicable:  Not Applicable
         Address of Principal Executive Office:

                      Diversified Corporate Resources, Inc.
                     12801 N. Central Expressway, Suite 350
                               Dallas, Texas 75243

      Commission File Number:  0-13984      IRS Employer ID No.:  75-1565578








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Part II -- Rules 12b-25 (b) and (c)


The subject report could not be filed without unreasonable effort or expense and
the  Registrant  seeks relief  pursuant to Rule  12b-25(b) due to the following.
(Check box if appropriate):

         (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
                                                                 
Yes (X) No ( )

         (b) The subject  annual  report or  transition  report of Form 10-K, or
portion thereof will be filed on or before the fifteenth  calendar day following
the prescribed due date, or as soon as practicable.

         (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 the reasons why Form 10-K,  20-F,  11-K, 10-Q,
N-SAR, or the transition report or portion thereof could not be filed within the
prescribed period.

The Registrant  currently operates two subsidiaries that were formed in previous
years  to  operate  foreclosed  upon  assets.  The  financial  records  of these
subsidiaries  have been converted to generally  accepted  accounting  principles
that  can be  consolidated  with the  financial  statements  of the  Registrant.
Because of the delay in the filing of Form 10-K for the year ended  December 31,
1995, the Registrant was delayed in compiling the necessary  information  needed
to complete the Form 10-Q on a timely basis.  Management is optimistic  that the
information will be available in time to file its Form 10-Q by May 20, 1996.

Due to the above, additional time is needed to finalize the Registrant's records
and provide the Securities and Exchange  Commission with the required  financial
information and relevant  disclosures.  Therefore,  the Registrant  respectfully
requests an additional  amount of time following the  prescribed  filing date in
which to file its Form 10-Q for the period ended March 31, 1996.











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Part IV -- Other Information


     (1) Name and telephone number of person to contact in regard to this
notification:  M. Ted Dillard, Chief Financial Officer, (214) 458-8500.

         (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 the answer is no,
identify report(s).

                                                     (X) Yes           () 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           () No

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

It  is  anticipated  that  the  effects  of  the  operations  of  the  Company's
subsidiaries  that are operating the foreclosed upon assets will have a material
financial  impact on the results of  operations  for the quarter ended March 31,
1996. Although management  anticipates  improved operating  performance over the
corresponding  period for the previous  year,  the  Registrant has not concluded
final  review  and  preparation  of  financial   statements  necessary  for  the
completion  of the Form  10-Q.  Accordingly,  this  report  is filed to  request
additional time to obtain final numbers and file the Registrant's  Form 10-Q for
the quarter ended March 31, 1996.


Diversified   Corporate   Resources,   Inc.,   (Registrant),   has  caused  this
notification  to be  signed  on its  behalf by the  undersigned  thereunto  duly
authorized.

Date:  May 14, 1996                                  By:  /s/  M. Ted Dillard
                                                        ---------------------
                     M. Ted Dillard, 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.







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