SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12

HEADWAY CORPORATE RESOURCES, INC.
(Name of Registrant as Specified in Its Charter)

Commission File Number: 1-16025

Not Applicable
(Name of Persons Filing Proxy Statement If Other Than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:________________________________
2) Aggregate number of securities to which transaction
applies:________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is calculated
and state how it was determined): _____________________
4) Proposed maximum aggregate value of transaction:____________
5) Total fee paid:______________________________________

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

1) Amount Previously Paid:_________________________________
2) Form, Schedule or Registration Statement No.:_________________
3) Filing Party:___________________________________
4) Date Filed:__________________________________________

HEADWAY CORPORATE RESOURCES, INC.
317 Madison Avenue, 3rd Floor
New York, New York 10017

May 14, 2001

To Our Stockholders:

You are cordially invited to attend the Annual Meeting of
stockholders of Headway Corporate Resources, Inc., to be held at
3:30 P.M., Eastern Time on June 21, 2001. The Annual Meeting
will be held at 850 Third Avenue, 11th Floor, in New York City,
New York.

I believe that the Annual Meeting provides an excellent
opportunity for stockholders to become better acquainted with
Headway and its directors and officers. I hope you will be able
to attend the meeting.

Whether or not you plan to attend, the prompt execution and
return of your proxy card will assure that your shares are
represented at the meeting.

Sincerely,

Gary S. Goldstein
Chairman of the Board
and Chief Executive Officer

HEADWAY CORPORATE RESOURCES, INC.

NOTICE OF ANNUAL MEETING
PROXY STATEMENT
June 21, 2001

The Annual Meeting of the Stockholders of Headway Corporate
Resources, Inc., a Delaware corporation, will be held at 3:30
p.m., on June 21, 2001, at 850 Third Avenue, 11th Floor in New
York City, New York. The Board of Directors of Headway is
soliciting the enclosed proxy for use at the Annual Meeting and
at any adjournment thereof.

The purpose of the Annual Meeting is to propose and vote on
the following items:

(1) Election of E. Garrett Bewkes, III and Ehud D. Laska as
Class 2 Directors of Headway to serve for a term of three years
and until their successors are duly elected and qualified;

(2) Ratification of the appointment of Ernst & Young LLP as
independent auditors of Headway for 2001; and

(3) All other business as may properly come before the
Annual Meeting or any adjournments thereof.

Please sign your name exactly as it appears on the proxy.
If you receive more than one proxy because of shares registered
in different names or addresses, you must complete and return
each proxy in order to vote all shares that you hold.

All proxies will be voted as specified. In the absence of
specific instructions, your proxy will be voted FOR proposal (1)
and (2). Proxies will be voted in the discretion of the proxy
holder on any other business coming before the Annual Meeting,
including any stockholder proposal or other matter not included
in this proxy statement of which Headway did not receive notice
prior to March 30, 2001.

You may revoke your proxy by delivering a written notice of
revocation to the Corporate Secretary of Headway at any time
prior to the Annual Meeting, by executing a later-dated proxy
with respect to the same shares, or by attending the Annual
Meeting and voting in person.

Proxies will be solicited primarily by mail, but may also
include telephone, telegraph, or oral communication by officers
or regular employees. Officers and employees will receive no
additional compensation for soliciting proxies. All costs of
soliciting proxies will be borne by Headway.

This Proxy Statement serves as notice of the Annual Meeting,
a description of the proposals to be addressed at the Annual
Meeting, and a source of information on Headway and its
management. The approximate mailing date of the Proxy Statement
and Proxy to stockholders is May 14, 2001.

Outstanding Shares and Voting Rights

Record Date. Stockholders of record at the close of
business on April 30, 2001, are entitled to notice of and to vote
at the Annual Meeting or any adjournment thereof.

Shares Outstanding. As of April 30, 2001, a total of
10,914,627 shares of Headway's Common Stock (the "Common Stock")
were outstanding and entitled to vote at the Annual Meeting. As
of the Record Date, Headway had one class of preferred stock
outstanding, Series F Convertible Preferred Stock, which is not
entitled to vote on any of the matters to be voted upon by
stockholders at the Annual Meeting.

Voting Rights and Procedures. Each outstanding share of
Common Stock is entitled to one vote on all matters submitted to
a vote of stockholders. Headway's Bylaws and Delaware law
require the presence, in person or by proxy, of a majority of the
outstanding shares entitled to vote to constitute a quorum to
convene the Annual Meeting. Shares represented by proxies that
reflect abstentions or "broker non-votes" (i.e., shares held by a
broker or nominee which are represented at the meeting, but with
respect to which such broker or nominee is not empowered to vote
on a particular proposal) will be counted as shares that are
present and entitled to vote for purposes of determining the
presence of a quorum.

Stockholder Proposals for the 2002 Annual Meeting. If you
want to submit a proposal for possible inclusion in Headway's
2002 Proxy Statement, our Corporate Secretary must receive it on
or before January 16, 2002. If you submit a proposal, it may be
omitted from our 2002 Proxy Statement if it does not meet certain
requirements.

You may present a proposal at the 2002 Annual Meeting
without including the proposal in the 2002 Proxy Statement.
However, if we do not receive notice of this proposal on or
before March 30, 2002, any proxy returned to Headway conferring
discretionary authority to vote may be voted at the proxy
holder's discretion on the proposal.

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

Headway's Certificate of Incorporation and Bylaws provide
that the Board is divided into three classes designated as Class
1, Class 2 and Class 3, which are as equal in number as possible.
The Directors in each Class serve for a term ending on the date
of the third annual meeting following the meeting at which the
Directors of that Class are elected. At the 2001 Annual Meeting,
Directors of Class 2, consisting of two persons, are up for
election to serve until the annual meeting of stockholders in the
year 2004.

The Board of Directors has nominated for election as the
Class 2 Directors E. Garrett Bewkes, III and Ehud D. Laska, who
currently serve in those positions. Set forth below under the
caption "DIRECTORS AND EXECUTIVE OFFICERS", is information on the
age, presently held positions with Headway, principal occupation
now and for the past five years, other directorships in public
companies, and tenure of service with Headway as a Director for
each of the nominees.

In March 1998, Headway obtained $105,000,000 of financing
consisting of $85,000,000 in debt and $20,000,000 of equity
financing. The equity financing was obtained through the sale of
1,000 shares of Series F Convertible Preferred Stock of Headway
("Series F Stock"). GarMark Partners, L.P., Moore Global
Investments, Ltd., Banc of America Securities, LLC, and Remington
Investment Strategies, L.P., purchased 666.67, 205, 83.33, and 45
shares of the Series F Stock, respectively. The terms of the
Series F Stock provide that GarMark Partners has the right to
designate for election one voting member of Headway's Board of
Directors and one voting member of each committee of the Board.
Pursuant to this requirement the Board nominated Mr. Bewkes as
Garmark Partner's designee for election as a director.

Each Director is elected by vote of a plurality of the
shares of voting stock present and voted, in person or by proxy,
at the Annual Meeting. Votes that are withheld will be excluded
from the vote and will have no effect on the election of
directors. Brokers who hold shares in street name for customers
may have the authority to vote at their discretion on the
election of directors when they have not received instructions
from beneficial owners. If no direction is indicated on the
proxy, the shares represented by the proxy will be voted for the
election of the nominees named above. Although it is anticipated
that each nominee will be able to serve as a director, should any
nominee become unavailable to serve, the proxies will be voted
for such other person or persons as may be designated by
Headway's Board of Directors.

The Board Recommends a Vote "FOR" The Nominees

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL NO. 2)

The accounting firm of Ernst & Young LLP ("Ernst & Young")
has been approved by the Board, upon recommendation by the Audit
Committee, to serve as independent auditors of Headway for 2001,
subject to approval by the stockholders by an affirmative vote of
a majority of the outstanding shares of Headway's Common Stock
represented at the Annual Meeting. Ernst & Young served as
independent auditors of Headway since 1996. Headway has been
advised that neither Ernst & Young nor any of its members or
associates has any relationship with Headway or any of its
affiliates, except in the firm's capacity as Headway's
independent auditors.

During 2000, Ernst & Young audited Headway's consolidated
financial statements, reviewed financial information in filings
with the Securities and Exchange Commission, and provided a
variety of non-audit services, including tax services and other
business advisory services. Fees for services rendered in 2000
by Ernst & Young are as follows:

Audit Related Services $273,100
All Other Fees (substantially tax preparation 273,850
and pension plan audits)
Total $546,950

Representatives of Ernst & Young will be present at the
Annual Meeting of Stockholders. They will be afforded an
opportunity to make a statement if they desire, and will be
available to respond to appropriate questions from stockholders.

The proposal to ratify the selection of Ernst & Young to
serve as independent auditors of Headway for 2001 must be
approved by the affirmative vote of a majority of the shares of
voting stock present and voted on the proposal, in person or by
proxy, at the Annual Meeting. Abstentions will have the effect
of a negative vote on the proposal. If no direction is indicated
on the proxy, the shares represented by the proxy will be voted
FOR the proposal. Broker non-votes as to the proposal will not
affect the outcome of the vote on the proposal.

The Board of Directors Recommends a Vote "For" Ratification of
the Appointment of Ernst & Young LLP.

SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS

Principal Stockholders

The following table sets forth as March 31, 2001 the number
and percentage of the outstanding shares of Common Stock that,
according to the information supplied to Headway, were
beneficially owned by each person who, to the knowledge of
Headway, is the beneficial owner of more than 5% of the
outstanding Common Stock. Except as otherwise indicated, the
persons named in the table have sole voting and dispositive power
with respect to all shares beneficially owned, subject to
community property laws where applicable.

Amount and Nature of
Beneficial Ownership
-------------------------------
Common Options, Warrants Percent
Shares And Rights (1) of Class (2)

Gary S. Goldstein 1,877,005 355,000 19.8%
850 Third Avenue
New York, NY 10022

G. Chris Andersen (3) 669,165 20,000 6.3%
1330 Avenue of the Americas
New York, NY 10019

GarMark Partners, L.P. (4) -0- 2,414,486 18.1%
1325 Avenue of the Americas
26th Floor
New York, NY 10019

Moore Global Investments, Ltd. (5) -0- 896,057 7.6%
Remington Investment Strategies, L.P.
c/o Moore Capital
1251 Avenue of the Americas, 53rd Floor
New York, NY 10020

(1) These figures represent options and warrants that are vested
or will vest within 60 days from the date as of which information
is presented in the table.

(2) These figures represent the percentage of ownership of the
named individuals assuming each of them alone has exercised his
or her options, warrants, or conversion rights, and percentage
ownership of all officers and directors of a group assuming all
such purchase or conversion rights held by such individuals are
exercised.

(3) The figure for Mr. Andersen includes 137,594 shares held by
the G. Chris Andersen Family Foundation, of which Mr. Andersen is
a trustee.

(4) GarMark Partners, L.P., is the holder of Series F
Convertible Preferred Stock of Headway, which is convertible to
the 2,389,486 shares of Common Stock, subject to adjustment in
certain circumstances. E Garrett Bewkes, III, and Mark Solow are
the Managing Members of GarMark Associates L.L.C., the general
partner of GarMark Partners, L.P., and, therefore, these persons
may be deemed to have shared voting and investment control with
respect to such shares. Mr. Bewkes serves as a non-employee
director of Headway, for which he is entitled to receive annually
5,000 options to purchase Common Stock. Mr. Bewkes has elected
to have all such options issued to GarMark Partners, L.P., so the
figure in the table includes the options.

(5) Moore Capital Management, Inc. ("MCM"), is the discretionary
investment manager of Moore Global Investments, Ltd., a Bahamian
corporation ("MGI"). MGI is the holder of Series F Convertible
Preferred Stock of Headway, which is convertible to 734,767
shares of Common Stock, subject to adjustment in certain
circumstances. Moore Capital Advisors, LLC ("MCA"), is the
discretionary investment manager and general partner of Remington
Investment Strategies, L.P., a Delaware limited partnership
("RIS"). RIS is the holder of Series F Convertible Preferred
Stock of Headway, which is convertible to 161,290 shares of
Common Stock, subject to adjustment in certain circumstances.
Louis M. Bacon is the Chairman and Chief Executive Officer,
director, and controlling equity owner of both MCM and MCA.
Accordingly, Mr. Bacon and MCM, and Mr. Bacon and MCA may be
deemed to have shared voting and investment control with respect
to the shares held by MGI and RIS.

Management

The table on the following page sets forth as of March 31,
2001 the number and percentage of the outstanding shares of
Common Stock which, according to the information supplied to
Headway, were beneficially owned by (i) each person who is
currently a director of Headway, (ii) each Named Executive
Officer (as defined below), and (iii) all current directors and
executive officers of Headway as a group. Except as otherwise
indicated, the persons named in the table have sole voting and
dispositive power with respect to all shares beneficially owned,
subject to community property laws where applicable.

Amount and Nature of
Beneficial Ownership
-------------------------------
Common Options, Warrants Percent
Shares And Rights (1) of Class(2)

Gary S. Goldstein 1,877,005 355,000 19.8%

Barry S. Roseman 383,629 150,000 4.8%

G. Chris Andersen 669,165 20,000 6.3%

E. Garrett Bewkes,III (3) -0- 2,414,486 18.1%

Ehud D. Laska 79,580 140,000 2.0%

Richard B. Salomon 49,965 20,000 0.6%

Jamie Schwartz -0- 65,000 0.6%

All Executive officers and 3,059,344 3,164,486 44.2%
Directors as a Group (7 Persons)
____________________________________________

(1) These figures represent options and warrants that are vested
or will vest within 60 days from the date as of which information
is presented in the table.

(3) The figure for options, warrants and rights includes the
shares of GarMark Partners, L.P., because of the relationships
described in Note (4) to the table for Principal Stockholders.

DIRECTORS AND EXECUTIVE OFFICERS

Directors and Officers

The table on the following page sets forth the names, ages,
and positions with Headway for each of the directors and officers
of Headway. The Board of Directors is divided into three
classes, and only one class of directors is elected at each
annual meeting of stockholders. The table indicates the class of
which each director is a member and the year in which his term
expires based on the class.

Name Age Positions (1) Term Ends

Gary S. Goldstein 46 Chairman, Chief Executive Class 1
Officer and Director 2002

Barry S. Roseman 48 President, Chief Operating Class 1
and Financial Officer and 2002
Treasurer, Director

G. Chris Andersen 63 Director Class 3
2003

E. Garrett Bewkes, III(2) 50 Director Class 2

Ehud D. Laska (2) 51 Director Class 2
2001

Richard B. Salomon 53 Director Class 3

Jamie Schwartz 33 Executive Vice President, Chief N/A
Operating Officer of HCSS
and Secretary
___________________________________________

(1) All executive officers are elected by the Board and hold
office until the next Annual Meeting of stockholders and until
their successors are elected and qualify.

(2) E. Garrett Bewkes, III and Ehud D. Laska are members of
Class 2 of the Board of Directors, and have been nominated by the
Board for re-election at the Annual Meeting. See "PROPOSAL NO. 1
- -- ELECTION OF DIRECTORS", above.

The following is information on the business experience of
each director and officer.

Gary S. Goldstein has served in a number of executive
positions with Headway and its predecessors over the past
fourteen years, including, Chairman, President, and Chief
Executive Officer. He is currently a director and executive
officer of each of Headway's subsidiary corporations. Mr.
Goldstein has extensive experience in human resource recruitment
within all areas of the financial services industry. Prior to
entering the recruitment industry, Mr. Goldstein was on the audit
and consulting staffs of Arthur Andersen & Co., in New York. Mr.
Goldstein is an active member of the Young Presidents'
Organization, Inc., and serves on its Metro Division Board of
Directors. He is also an

active member of The Brookings Council
of the Brookings Institution, The Presidents Association of the
American Management Association, and is listed in Who's Who in
Finance and Industry.

Barry S. Roseman oversees all operation of Headway and its
subsidiaries. He joined Headway as its Senior Executive Vice
President and Chief Operating Officer in January 1992, and became
President in September 1996. In August 1999, he took over the
role of Chief Financial Officer. He is currently a director and
executive officer of each of Headway's subsidiary corporations.
For nine years prior to 1992, Mr. Roseman was employed at
FCB/Leber Katz Partners, Inc., a division of True North
Communications, Inc., in various positions; most recently as
Senior Vice President Director of Agency Operations.

G. Chris Andersen became a director of Headway in June 1995.
He is one of the founders of Andersen, Weinroth & Co., L.P., a
merchant banking firm, which commenced operations in January
1996. For over five years prior to 1996, Mr. Andersen served as
the Vice Chairman of PaineWebber Incorporated. Mr. Andersen also
serves as a director of four other public companies, Sunshine
Mining and Refining Company, TEREX Corporation, GP Strategies,
and Compost America.

E. Garrett Bewkes, III, became a director of Headway in
March 1998 pursuant to the terms of the new financing obtained by
Headway in that month. From November 1995 to the present he has
served as a Managing Member of GarMark Associates L.L.C. He was
a member of the Management Committee of Investcorp International,
Inc., from March 1994 to November 1995, where he headed the North
American Investment Group. Mr. Bewkes was with Bear Stearns and
Co. Inc. for nine years prior to March 1994, most recently as
Vice Chairman and Co-Head of Investment Banking.

Ehud D. Laska was appointed a director of Headway in August
1993. He is the Chairman of Coleman and Company Securities,
Inc., a member firm of the National Association of Securities
Dealers, Inc. Mr. Laska is also a founding partner and President
of InterBank Capital Group, LLC. Through these firms, Mr. Laska
specializes in building up companies through same industry
consolidation and acquisitions. From August 1994 to February
1996, Mr. Laska served as a managing director at the investment
banking firm of Continuum Capital, Inc. While serving as a
Managing Director with Tallwood Associates, Inc., a boutique
investment banking firm, from May 1992 to August 1994, Mr. Laska
founded the Private Equity Finance Group, which merged with
Continuum Capital, Inc. in August 1994.

Richard B. Salomon became a director of Headway in June
1995. He has been engaged in the private practice of law for the
past five years, during which period he has been a partner in the
law firm of Salans Hertzfeld Heilbronn Christy & Viener, counsel
to Headway. Mr. Salomon's practice is primarily in the areas of
real estate and corporate law. He currently serves as a director
of Tweedy Browne Fund, Inc., a mutual fund based in New York
City.

Jamie Schwartz was appointed Chief Operating Officer of
Headway Corporate Staffing Services and Secretary in June 2000.
Prior to this, he served as the National Vice President of
Headway Corporate Staffing Services. He was hired by Irene Cohen
Temps in December 1993, which was acquired by Headway Corporate
Resources in December 1996 as Director of Technology. He has a
BA in Economics from the University of Rochester and his MBA in
Operations and Finance from the William E. Simon Graduate School
of Business Administration.

Section 16(a) Filing Compliance

Section 16(a) of the Securities Exchange Act of 1934
requires officers and Directors of Headway and persons who own
more than ten percent of a registered class of Headway's equity
securities to file reports of ownership and changes in their
ownership on Forms 3, 4, and 5 with the Securities and Exchange
Commission, and forward copies of such filings to Headway. Based
on the copies of filings received by Headway, during the most
recent fiscal year the directors, officers, and beneficial owners
of more than ten percent of the equity securities of Headway
registered pursuant to Section 12 of the Exchange Act have filed
on a timely basis all required Forms 3, 4, and 5 and any
amendments thereto.

Board Meetings and Committees/Compensation

In 2000 the Board of Directors had four committees. The
Executive Compensation Committee considers salary and benefit
matters for the executive officers and key personnel of Headway.
The members of the Executive Compensation Committee in 2000 were
G. Chris Andersen, E. Garrett Bewkes, III, and Ehud D. Laska.
The Finance Committee assists the Board in areas of financing
proposals, budgeting, and acquisitions. Members of the Finance
Committee in 2000 included Gary S. Goldstein, Barry S. Roseman,
G. Chris Andersen, E. Garrett Bewkes, III, and Ehud D. Laska.
The Audit Committee is responsible for financial reporting
matters, internal controls, and compliance with financial polices
of Headway, and meets with Headway's auditors when appropriate.
The members of the Audit Committee in 2000 were Richard B.
Salomon, E. Garrett Bewkes, III, and G. Chris Andersen. The
Governance Committee makes recommendations to the Board regarding
appropriate governance policies and practices, as well as Board
and committee membership candidates. Members of the Governance
Committee in 2000 included Richard B. Salomon, Ehud Laska and E.
Garrett Bewkes, III.

The Board of Directors met six times during the past fiscal
year. All directors attended at least 75% of the meetings of the
Board of Directors. The Executive Compensation Committee met
five times in 2000, and all director members of the committee
attended at least 75% of the meetings. The Finance Committee met
once during 2000 and four director members attended the meeting.
The Audit Committee met once during 2000 and two director members
attended the meeting. The Governance Committee met two times in
2000, and all director members of that committee attended at
least 50% of the meetings.

Non-employee directors receive $2,500 for each meeting of
the Board of Directors attended, $500 for each committee meeting
attended, which is held on a day other than a day when a Board of
Directors meeting is also held, and reimbursement for travel
expenses. In September of each year, non-employee directors
receive options to purchase 5,000 shares of Headway's Common
Stock exercisable over a period of ten years at an exercise price
equal to the fair market value of Headway's Common Stock on the
date of issuance. Non-employee directors also receive at the
time they are first elected or appointed to the board of
directors options to purchase 10,000 shares of Headway's Common
Stock exercisable over a period of ten years at an exercise price
equal to the fair market value of Headway's Common Stock on the
date of issuance.

Audit Committee Report

The Audit Committee of the Board of Directors assists the
Board in fulfilling its oversight responsibilities with respect
to the external reporting process and the adequacy of Headway's
internal financial controls. The Audit Committee is comprised of
three members who are independent directors.

Specific responsibilities of the Audit Committee are set forth in
the Audit Committee Charter adopted by the Board. The charter is
attached to this proxy statement as Appendix A.

Management is responsible for Headway's internal controls
and the financial reporting process. Ernst & Young, our
independent accounting firm, is responsible for performing an
independent audit of Headway's consolidated financial statements
in accordance with generally accepted auditing standards and
expressing an opinion on the financial statements. The Audit
Committee's responsibility is to monitor these processes through
review and discussion with management and representatives of
Ernst & Young.

The Committee has discussed with Ernst & Young the overall
scope and plans for the independent audit. Management
represented to the Audit Committee that Headway's consolidated
financial statements were prepared in accordance with generally
accepted accounting principles. Discussions about the audited
financial statements included Ernst & Young's judgments about the
quality and acceptability of the accounting principles, the
reasonableness of significant judgments and the accuracy and
adequacy of disclosures in the financial statements. The Audit
Committee also discussed with the auditors other matters required
by Statement on Auditing Standards No. 61, Communications with
Audit Committees, as amended by SAS No. 90, Audit Committee
Communications.

Ernst & Young provided to the Audit Committee the written
disclosures required by Independence Standards Board Standard No.
1, Independence Discussions with Audit Committees. The Audit
Committee discussed Ernst & Young's independence with management
and representatives of Ernst & Young, and has satisfied itself as
to the independence of Ernst & Young.

Based on the Audit Committee's discussions with management
and representatives of Ernst & Young and the Audit Committee's
review of the representations of management and the report of
Ernst & Young, the Audit Committee recommended to the Board that
the audited consolidated financial statements be included in
Headway's Annual Report on Form 10-K for the year ended December
31, 2000, filed with the Securities and Exchange Commission.

Members of the Audit Committee

Richard B. Salomon
E. Garrett Bewkes, III
G. Chris Andersen

EXECUTIVE COMPENSATION

Annual Compensation

The table on the following page sets forth certain
information regarding the annual and long-term compensation for
services in all capacities to Headway for the prior fiscal years
ended December 31, 2000, 1999 and 1998, of those persons who were
either (i) the chief executive officer of Headway during the last
completed fiscal year or (ii) one of the other four most highly
compensated executive officers of Headway as of the end of the
last completed fiscal year whose annual salary and bonuses
exceeded $100,000 (collectively, the "Named Executive Officers").

Annual Compensation
----------------------------------------------------
Other Annual
Name and Principal Position Year Salary ($) Commission ($) Bonus($) Compensation

Gary S. Goldstein 2000 650,000 462,425(1) -- 64,752
Chairman, Chief 1999 327,375 -- 468,250 62,489
Executive Officer 1998 302,375 -- 450,000 55,961

Barry S. Roseman 2000 350,000 -- 50,000 25,390
President, Chief 1999 252,375 -- 135,000 23,390
Operating Officer 1998 252,375 -- 212,500 26,727

Jamie Schwartz 2000 210,000 -- 35,000 --
Executive Vice 1999 120,000 -- 87,500 --
President, Chief 1998 100,000 -- 73,000 --
Operating Officer of HCSS

(1) Represents commissions on personal search revenue.

Long Term Compensation
----------------------------------------------------------
Securities
Restricted Underlying LTIP All Other
Name and Principal Position Year Stock Awards Options/SARs Payouts($) Compensation
($) (#) (2)

Gary S. Goldstein 2000 -- -- -- --
Chairman, Chief 1999 593,750(1) -- 350,000 --
Executive Officer 1998 -- 250,000 -- --

Barry S. Roseman 2000 -- -- -- --
President, Chief 1999 -- -- 200,000 --
Operating Officer 1998 -- -- -- --

Jamie Schwartz 2000 -- 25,000 -- 25,000
Executive Vice 1999 -- 25,000 -- 12,500
President, Chief 1998 -- 5,000 -- --
Operating Officer of HCSS

(1) Represents a restricted stock award of 125,000 shares of
common stock approved in July 1999. The restrictions will
lapse on the earlier of the date that the market price for
the common stock of Headway achieves certain performance
criteria or July 1, 2006.

(2) Represents a three year deferred compensation program.

Employment and Other Arrangements

In August 2000, Headway implemented new base and annual
incentive compensation arrangements for Messrs. Goldstein and
Roseman on the recommendation of the Executive Compensation
Committee, which were implemented retroactive to January 1, 2000.
The long-term incentive plan implemented in 1999 did not change.
The base salary of Mr. Goldstein increased to $650,000 and Mr.
Roseman's salary increased to $350,000. The new annual incentive
plan for Messrs. Goldstein and Roseman will pay to them annually
up to $350,000 each based upon earnings per share performance
against the budget. Additionally, because of his position as a
recruiter for Headway's subsidiary, Whitney Partners, L.L.C.,
Gary S. Goldstein receives commissions on his personal search
revenue. The new long-term incentive plan implemented in 1999
for the same individuals is a four-year plan with interim
phasing. The first payment will be in 2000 for 1998-1999
performance (two years). The second payment will be in 2001 for
1998-2000 performance (three years). This is followed by a
payment in 2002 for 1998-2001 performance (four years). All
three plans use 1997 as the base year. These are performance
unit plans with each unit in the described plans worth $1.
Payment is predicated on Headway's performance versus a peer
group of companies in terms of earnings per share and stock
price. Thus, while the annual plan is based on absolute
performance, the long-term plan is based on Headway's performance
relative to its peer group. Messrs. Goldstein and Roseman may
receive additional bonus or stock incentive compensation from
time to time as determined by the Board of Directors on the
recommendation of the Executive Compensation Committee.

Headway maintains key-man life insurance on Gary S.
Goldstein in the amount of $5,893,000, Barry S. Roseman in the
amount of $1,868,000, and on the lives of three other employees
in the amount of $2,228,000. All policies are owned by Headway,
and Headway is the named beneficiary.

Defined Contribution Plan

At January 1, 1998, Headway implemented a 401(k) retirement
plan covering substantially all employees. The plan does not
require matching contributions by Headway, and Headway made no
contributions to the plan for 2000. Benefits payable to an
employee under the plan are determined solely on the basis of the
employee's contributions. Prior to 1998, Headway had four
qualified 401(k) contribution plans for its employees. Under one
plan, Headway was required to make matching contributions up to
25% of the amount contributed by the employees. Employees are
fully vested on their contributions when made, and are fully
vested on employer contributions after five years of service.

Stock Options

In 1999 the Board of Directors and stockholders approved
Headway's Amended 1993 Incentive Plan. The purpose of the Plan
is to provide directors, officers, employees, and consultants
with additional incentives by increasing their ownership
interests in the Company. Directors, officers, and other
employees of the Company and its subsidiaries are eligible to
participate in the Plan. In addition, awards may be granted to
consultants providing valuable services to the Company. Awards
under the Plan are granted by the Executive Compensation
Committee of the Board and may include incentive stock options,
non-qualified stock options, stock appreciation rights, stock
units, restricted stock, restricted stock units, performance
shares, performance units, or cash awards.

The following table sets forth certain information with
respect to unexercised options held by the Named Executive
Officers as of December 31, 2000. No outstanding options held by
the Named Executive Officers were exercised in 2000.

Number of Securities Value of Unexercise
Underlying Unexercised Options In-the-Money Options
Name and Principal Position at FY End (#) at FY End ($) (1)
Exercisable/Unexercisable Exercisable/Unexercisable

Gary S. Goldstein 355,000/-0- -0-/ -0-
Chairman, Chief
Executive Officer

Barry S. Roseman 150,000/ -0- -0-/ -0-
President, Chief
Operating Officer

Jamie Schwartz 13,333/ 51,667 -0-/ -0-
Executive Vice President
Chief Operating Officer of HCSS

(1) This value is determined on the basis of the difference
between the fair market value of the securities underlying the
options and the exercise price at fiscal year end. The fair
market value of Headway's common stock at fiscal year end was
$1.38, which is the last sale price on December 31, 2000.

Report of the Executive Compensation Committee of the Board of
Directors On Executive Compensation

The Executive Compensation Committee (the "Committee") of
Headway's Board of Directors sets the salaries and other
compensation of Headway's executive officers, including the
Chairman and Chief Executive Officer and other Named Executive
Officers. Compensation for these executive officers consists
mainly of three items:

* Salaries which are intended to be competitive, are not
performance-based, as are the annual and long-term elements.

* Annual incentive awards are based on Headway performance
versus standards adopted early in the year. For FY 2000, no
annual incentive awards were earned. The Committee may include a
subjective assessment in setting the award. It awarded Mr.
Roseman $50,000 for FY 2000.

* Long term incentive awards consist of stock options and
performance unit awards. Although, based on the plan as
described below, the executive officers were entitled to receive
Long term incentive awards, no Long term incentives were awarded
for FY 2000. No stock options were granted to any executive
officers during FY 2000.

The Committee put in place a new annual incentive plan and
continued the long-term incentive plan adopted by the committee in
1999 for the Chairman/Chief Executive Officer and President/Chief
Operating Officer. The annual incentive plan pays up to $350,000
to each executive based upon earnings per share performance versus
the budget. Additionally, because of his position as a recruiter for

Whitney, Gary S. Goldstein receives commissions on his personal
search revenue. The bonus percentages are shown in the following
table.

Actual Earnings Per Share
as a % of Budget Bonus

75% $ 0
80% $ 70,000
85% $ 140,000
90% $ 210,000
95% $ 280,000
100% $ 350,000

Mr. Goldstein's search revenue commission rate is as follows:

Revenue Commission

0-$500,000 10%
$500,000-$1,000,000 20%
Greater than $1,000,000 25%

The long-term incentive plan for the Chief Executive Officer
and Chief Operating Officer is a four-year plan with interim
phasing. The first payment was in 2000 for 1998-1999 performance
(two years). The second payment will be in 2001 for 1998-2000
performance (three years). This is followed by a payment in 2002
for 1998-2001 performance (four years). All three plans, use
1997 as the base year. These are performance unit plans with
each unit in the described plans worth $1. Payment is predicated
on Headway's performance versus a peer group of companies in
terms of earnings per share and stock price. Thus, while the
annual plan is based on absolute performance, the long-term plan
is based on Headway's performance relative to its peer group.
Threshold, target and maximums are as follows:

Gary S. Goldstein Barry S. Roseman
Chairman, CEO President, COO
Maximum
1998-1999 $ 350,000 $ 200,000
1998-2000 525,000 300,000
1998-2001 700,000 400,000

Target
1998-1999 $ 150,000 $ 100,000
1998-2000 225,000 150,000
1998-2001 300,000 200,000

Threshold
1998-1999 $ 50,000 $ 25,000
1998-2000 75,000 38,000
1998-2001 100,000 50,000

Chief Executive Officer Compensation: The Committee set Mr.
Goldstein's salary at $650,000 per annum effective January 1, 2000,
this represents a $297,625 increase from his salary in effect since

July 1, 1999. It was believed this adjustment was
supported by competitive data provided to the Committee.

Chief Operating Officer Compensation: The Committee set Mr.
Roseman's salary at $350,000 per annum effective January 1, 2000,
this represents a $97,625 increase from his salary in effect
since 1994. It was believed this adjustment was necessary based
on competitive data provided to the Committee.

Section 162(m) of the Internal Revenue Code: This section of
the Internal Revenue Code (the "Code") limits Headway to a
deduction for federal income tax purposes of no more than
$1,000,000 of compensation paid to any name executive officer in
a taxable year. Compensation above $1,000,000 may be deducted if
it is a "performance-based compensation" within the meaning of
the Code. The shareholders approved, at its 1999 shareholders
meeting, performance based compensation.

Conclusion: The Committee will continue to monitor the
annual and long-term compensation of the named executive officers
making it contingent on Headway's performance, linking
realization of rewards closely to increases in financial
performance and shareholder value. Headway is committed to this
philosophy of pay for performance, recognizing the competitive
market for talented executives and the volatility of Headway's
business may result in highly variable compensation for the
period.

Members of the Compensation Committee

Ehud D. Laska
G. Chris Andersen
E. Garrett Bewkes, III

Compensation Committee Interlocks and Insider Participation

The members of the Executive Compensation Committee are
listed above. The committee is composed solely of non-employee
directors.

This space intentionally left blank

Performance Graph

Comparison of Five Year Cumulative Total Return*
Headway Corporate Resources, Inc., Russell 2000, and the Staffing
Industry Index 1996 to 2000

[Performance Graph]

Cumulative Total Return* 1996 1997 1998 1999 2000

Headway Corporate Resources, Inc. 185 174 245 175 60
Russell 2000 145 175 169 202 153
Staffing Industry Index 218 223 202 175 30
___________________________________________

* Cumulative Total Return assumes an initial investment of
$100. No dividends were paid by Headway during the five-year
period, so no assumption is made with respect to reinvestment.

The Staffing Industry Index includes: CDI Corporation,
Interim Services, Inc., Kelly Services, Inc., Labor Ready Inc.,
Manpower Inc., Modis Professional Services Inc., On Assignment
Inc., Personnel Group of America Inc., Remedy Temp, Inc., Robert
Half International Inc., Kforce.com, Inc., SOS Staffing Services
Inc., and Edgewater Technology, Inc.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Debt and Equity financing

In March 1998, Headway obtained $105 million of financing
consisting of $85 million in debt and $20 million of equity
financing. The equity financing was obtained through the sale of
1,000 shares of Series F Convertible Preferred Stock of Headway
("Series F Stock"). GarMark Partners, L.P. ("GarMark"), Moore
Global Investments, Ltd. ("Moore"), Banc of America Securities,
LLC ("BOA"), and Remington Investment Strategies, L.P.
("Remington"), purchased 666.67, 205, 83.33, and 45 shares

of the Series F Stock, respectively. Of the debt financing,
$10 million was obtained through the sale of Senior Subordinated
Notes due March 12, 2006 to Garmark, Moore, BOA, and Remington.
E. Garrett Bewkes, III, a director of Headway, is a Managing
Members of GarMark Associates L.L.C., the general partner of
GarMark.

The Series F Stock is convertible to Common Stock of Headway
on the basis of the liquidation preference of the Series F Stock
at a conversion price of $5.58 per share. Assuming GarMark,
Moore, BOA, and Remington each converted their shares of Series F
Stock, they would receive 2,389,486, 734,767, 298,686, and
161,290 shares of Common Stock, respectively, which together
would represent approximately 25% of the outstanding shares
assuming no other outstanding options, warrants, or rights were
exercised. Consequently, GarMark, Moore, BOA, and Remington
would have, assuming conversion of their Series F Stock, a
significant voice in any matter voted on by the stockholders of
Headway.

The terms of the Series F Stock also provide that GarMark
has the right to designate for election one voting member of
Headway's Board of Directors and one voting member of each
committee of the Board. Each of GarMark and Moore also have the
right to designate one non-voting observer of Headway's Board of
Directors and one non-voting observer to each of the committees
of the Board. Pursuant to these requirements, Headway appointed
E. Garrett Bewkes, III, the designee of GarMark, as a director of
Headway and a member of each committee of the Board.

If at any time there is a default in the payment of any
dividend on the Series F Stock, which remains unpaid for four
consecutive quarters, or if Headway fails to redeem any shares of
Series F Stock when required at the election of the holders on
the occurrence of a default or breach of the terms of the Series
F Stock, then Headway is required to increase the number of
directors constituting the Board by such number that the number
of directors nominated and elected by the holders of the Series F
Stock is at least one-third of the entire Board and the holders
of the Series F Stock shall have the exclusive right to nominate
and elect the new directors. In the event the default or breach
is subsequently cured, the right of the holders of the Series F
Stock to nominate and elect one-third of the Board terminates.

At the time the terms of the financing and Series F Stock
were negotiated between Headway and the participants, none of the
participants, including, GarMark, Moore, Remington, and E.
Garrett Bewkes, III, were affiliated with Headway.

In August 2000, the credit facility was amended to modify
the financial covenants, set the borrowing limit under the
facility at $85 million, and accelerate the maturity date from
March 2003 to April 2002. Concurrently, the terms of the Senior
Subordinated Notes due March 12, 2006, held by Garmark, Moore,
BOA, and Remington were amended to make the financial covenants
consistent and increase the effective interest rate under the
notes from 12% to 13% until March 2001 and from 14% to15%
thereafter.

Other Matters

Richard B. Salomon, a director of Headway, is also a partner
in the law firm of Salans Hertzfeld Heilbronn Christy & Viener,
which represents Headway on various legal matters from time to
time.
16

FORM 10-K

Upon written request, Headway will provide to stockholders,
without charge, a copy of Headway's annual report on Form 10-K
for the year ended December 31, 2000, as filed with the
Securities and Exchange Commission. Requests should be directed
to Barry S. Roseman, President, Headway Corporate Resources,
Inc., 317 Madison Avenue, 3rd Floor, New York, NY 10017.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of
Directors of Headway knows of no other matters that may come
before the Annual Meeting. However, if any matters other than
those referred to herein should be presented properly for
consideration and action at the Annual Meeting, or any
adjournment or postponement thereof, the proxies will be voted
with respect thereto in accordance with the best judgment and in
the discretion of the proxy holders.

Please sign the enclosed proxy and return it in the enclosed
return envelope.

Dated: May 14, 2001
17

Appendix A

HEADWAY CORPORATE RESOURCES, INC.

Audit Committee Charter

Purpose

The Audit Committee of the Board of Directors will
assist the Board in monitoring the integrity of the financial
statements of the Company, the independence and performance of
the Company's auditors, and compliance by the Company with its
legal and regulatory requirements.

While Board believes that the Audit Committee is an
important element of the Company's system of governance, the duty
to accurately prepare the Company's financial statements in
accordance with generally accepted accounting principles and the
responsibility to audit those statements are solely that of
management of the Company and of the Company's independent
auditors, respectively. Nor is the grant of certain powers to
the Audit Committee intended to impose upon the Committee the
responsibility to assure the independence of the auditors or
legal and regulatory compliance by the Company.

Organization

Number of Members. The Committee will initially
consist of three directors.

Independence. Each member of the Committee will be
independent of the Company and its management. Members of the
Committee will be independent if they have no relationship to the
Company that may interfere with the exercise of independent
judgment in carrying out their duties as directors and members of
the Committee. In determining the independence of a member or
proposed member of the Committee, the Board of Directors will
consider the criteria for independence promulgated by The Nasdaq
Stock Market on December 14, 1999 and set forth in its Rule 4200
(as it may be amended from time to time).

Financial Sophistication. Each member of the Committee
will be able to read and understand fundamental financial
statements or will be able to do so within a reasonable period of
time after his or her appointment to the Committee.

Meetings. The Committee should meet as frequently as
circumstances require. The Committee will meet at such places
and times as its members decide. The Committee may elect a
chairman and a secretary from among its members. The Committee
will keep minutes of all its meetings and furnish them to the
Board of Directors.

Responsibilities

The Committee will carry out the responsibilities
mandated for it by applicable laws, rules and regulations,
including, without limitation, the rules of the Securities and
Exchange Commission, the Nasdaq Market and any exchange on which
the securities of the Company may be listed, as well as such as
are deemed reasonably appropriate to its purpose by the Committee
or the Board of Directors. The Committee will maintain
flexibility in its policies and procedures to permit it to

react effectively to changing conditions . In fulfilling its
responsibilities, the Committee will, among other things:

Periodic Assessment of this Charter

* Review and reassess this Charter as conditions dictate and
not less than annually, and make recommendations to the
Board of Directors for any changes to this Charter.

General Relation with Independent Auditors

* Annually review the terms of engagement (including fees for
the annual audit and quarterly reviews and any non-audit
assignments) and performance of the Company's independent
auditors. Recommend to the Board of Directors whether the
engagement of the independent auditors should be renewed or
different independent auditors selected.

* Annually, obtain from the independent auditors a written
communication delineating all their relationships and
professional services to the Company, as required by
Independence Standards Board Standard No. 1, Independence
Discussions with Committees. Review with the independent
auditors the nature and scope of any disclosed relationships
or professional services and any effect they may have on the
auditors' independence and objectivity. Recommend to the
Board of Directors appropriate action to oversee the
continuing independence of the auditors.

* In each year, meet with the independent auditors and the
Company's financial management to review the scope and
procedures of (i) the audit of the annual financial
statements, (ii) the reviews of the Company's quarterly
financial statements, (iii) any non-audit assignments and
(iv) any other matters required to be discussed with such
auditors under Statement of Accounting Standards 61 and any
other applicable law, rule, regulation or accounting or
auditing standard.

Annual Audit and Quarterly Reviews

* Promptly review each annual audit and quarterly review,
including any comments or recommendations of the independent
auditors.

* Review all quarterly financial statements (and the
associated Management's Discussion and Analysis) with the
Company's financial management and the independent auditors
prior to the filing of the related Form 10-Q (or prior to
the related press release of results, if possible).

* Review with the Company's financial management and the
independent auditors (i) the financial statements contained
in each of the Company's Forms 10-K and Annual Reports to
Shareholders (and the associated Management's Discussion and
Analysis), (ii) the results of management's and the
independent auditors' analysis of significant financial
reporting issues and practices, including changes in
accounting principles and disclosure practices or the
adoption of new principles and practices, and (iii) their
judgments about the quality, not merely the acceptability,
of the accounting and financial disclosure practices used or
proposed to be used, in particular, the degree of
aggressiveness or conservatism of the Company's accounting
principles and underlying estimates, and other significant
decisions made in preparing the financial statements.

Internal Controls and Practices

* Review with the independent auditors and the Company's
financial and accounting personnel, the adequacy and
effectiveness of the Company's existing internal accounting
and financial controls. Elicit any recommendations for
their improvement or for the implementation of new or more
detailed controls or procedures in particular areas.

* Meet periodically with management to review the Company's
major financial risk exposures and the steps management has
taken to monitor and control such exposures.

Public Disclosures about the Committee

* Prepare and review with counsel and the Company's
management, on a timely basis, all reports of the Committee
required by the Securities and Exchange Commission, the
Nasdaq Market or otherwise to be set forth in the Company's
proxy statements and annual reports. Review the Company's
disclosure in its proxy statements which describe the
fulfillment by the Committee of its responsibilities under
this Charter. Ensure that a copy of this Charter is annexed
to the Company's proxy statements not less than once every
three years and in any year following any significant
amendment to this Charter.

General

* Investigate any matter brought to the Committee's attention
within the scope of its duties. The Committee will have the
power to retain legal counsel, accountants or consultants
with respect to any matter within its responsibilities if,
in its judgment, such retention is necessary or appropriate.
The Committee may request that any officer or employee of
the Company, or any legal counsel, accountant or other
outside consultant, attend a meeting of the Committee.

* Periodically review the Company's policy statements and any
Code of Conduct to determine the whether modifications are
appropriate and review with the Company's internal auditors
the program for monitoring compliance with such statements
and code.

* Review legal and regulatory matters that may have a material
effect on the financial statements and the Company's related
compliance policies.

* Inquire of management, the internal auditor, and the
independent auditors about significant risks or exposures
and assess the steps management has taken to minimize such
risks to the Company.

* Provide sufficient opportunity for the internal and
independent auditors to meet with the Committee without
members of management present. Discuss in such meetings,
among other things, the independent auditors' evaluation of
the Company's financial, accounting and auditing personnel,
and the level of cooperation accorded to the independent
auditors during the course of audit.

* Periodically review the adequacy of the Company's accounting
and financial resources and plan of personnel succession.

* Meet as required with management and the Company's
independent auditors to review current developments in
accounting principles, audit standards and reporting
practices that might have an affect on the Company's
financial statements.

* Significant changes in accounting policies and practices
should be brought to the Committee's attention.

[Form of Proxy]

HEADWAY CORPORATE RESOURCES, INC.
317 MADISON AVENUE, 3RD FLOOR
NEW YORK, NEW YORK 10017

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Gary S. Goldstein and Barry
S. Roseman as Proxies, each with the power to appoint his
substitute, and hereby authorizes each of them to represent and
to vote, as designated below, all the shares of Common Stock of
Headway Corporate Resources, Inc. (the "Company") held of record
by the undersigned on April 30, 2001, at the Annual Meeting of
Stockholders to be held on June 21, 2001, and at any adjournment
or postponement thereof.

Proposal No. 1 The election of each of the following persons as
Class 2 directors of the Company

(1) E. Garrett Bewkes, III (2) Ehud D. Laska

[ ] For all nominees
[ ] Withhold all nominees
[ ] Withhold authority to vote for any individual nominee.
Write number(s) of nominee(s) ____

Proposal No. 2 Ratification of the appointment of Ernst & Young
LLP as independent auditors

[ ] For [ ] Against [ ] Abstain

Note The proxies are authorized to vote in accordance with their
judgment on any matters other than those referred to herein
that are properly presented for consideration and action at
the Annual Meeting.

This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction
is given, this proxy will be voted for Proposal No.'s 1 and 2.

All other proxies heretofore given by the undersigned to vote
shares of stock of the Company, which the undersigned would be
entitled to vote if personally present at the Annual Meeting or
any adjournment or postponement thereof, are hereby expressly
revoked.

Dated:________________________________, 2001

__________________________________________

Please sign it exactly as name appears hereon. When shares are
held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation or partnership, please
sign in full corporate or partnership name by an authorized
officer or person.

Please mark, sign, date and promptly return the proxy card using
the enclosed envelope. If your address is incorrectly shown,
please print changes.