Exhibit No. 3
Form S-3
Headway Corporate Resources, Inc.

       [Letterhead of Lehman Walstrand & Associates, LLC]

                        October 19, 2000

Headway Corporate Resources, Inc.
317 Madison Avenue, 3rd Floor
New York, New York 10017

     Re:  Registration Statement on Form S-3
          Under the Securities Act of 1933

Ladies and Gentlemen:

     In our capacity as counsel to Headway Corporate Resources,
Inc., a Delaware corporation (the "Company"), we have been asked
to render this opinion in connection with a Registration
Statement on Form S-3 being filed by the Company with the
Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Registration Statement"), covering (i)
403,231 shares of common stock, par value $0.0001 per share, of
the Company ("Common Stock") that are presently issued and
outstanding (the "Shares"), and (ii) up to 253,231 additional
shares of Common Stock (the "Option/ Warrant Shares") issuable
upon future exercises of certain options ("Options") and warrants
("Warrants") heretofore issued by the Company, all of which have
been included in the Registration Statement for the account of
the person identified therein as the Selling Stockholders.

     In that connection, we have examined the Certificate of
Incorporation and the By-Laws of the Company, both as amended to
date, the Options and Warrants, the Registration Statement,
corporate proceedings of the Company relating to the issuance of
each of, respectively, the Shares, the Options, the Warrants and
the Option/ Warrant Shares and such other instruments and
documents as we have deemed relevant under the circumstances.

     In making the aforesaid examinations, we have assumed the
genuineness of all signatures and the conformity to original
documents of all copies furnished to us as original or
photostatic copies.  We have also assumed that the corporate
records furnished to us by the Company include all corporate
proceedings taken by the Company to date.

     Based upon the subject to the foregoing, we are of the
opinion that:

     (1)  The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
state of Delaware.

     (2)  The Shares have been duly and validly authorized and
issued and are fully paid and non-assessable.

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Headway Corporate Resources, Inc.
October 19, 2000
Page 2

     (3)  The Option/ Warrant Shares have been duly and validly
authorized and, when issued and paid for in accordance with the
terms of the Options and Warrants and as described in the
Registration Statement, will be duly and validly issued, fully
paid and non-assessable.

     We hereby consent to the use of our opinion as herein set
forth as an exhibit to the Registration Statement and to the use
of our name under the caption "Legal Matters" in the prospectus
forming a part of the Registration Statement.

                                   Sincerely,

                                   Lehman Walstrand & Associates, LLC


                                   /s/ Mark E. Lehman
                                   A Member of the Firm

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