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