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: 0-23170

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.

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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): __________________________
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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:______________________________________
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HEADWAY CORPORATE RESOURCES, INC.
850 Third Avenue, 11th Floor
New York, New York 10022

ANNUAL MEETING OF STOCKHOLDERS
JUNE 24, 1999

PROXY STATEMENT AND NOTICE
SOLICITATION OF PROXIES

The enclosed proxy is being solicited by the Board of
Directors of Headway Corporate Resources, Inc., 850 Third Avenue,
11th Floor, New York, New York 10022, a Delaware corporation
("Headway" or the "Company"), for use at the Annual Meeting of
the Stockholders of Headway (the "Annual Meeting") to be held at
3:30 p.m., on June 24, 1999, at the principal office of the
Company listed above, and at any adjournment thereof. This Proxy
Statement, together with the Company's 1998 Annual Report, 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 the Company and its management.

Stockholders may revoke their proxies by delivering a
written notice of revocation to the Secretary of the Company at
any time prior to the exercise thereof, by the execution of a
later-dated proxy by the same person who executed the prior proxy
with respect to the same shares, or by attendance at the Annual
Meeting and voting in person by the person who executed the prior
proxy.

The solicitation will be 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 in connection with the solicitation of
proxies. All costs of soliciting proxies will be borne by the
Company. The approximate mailing date of the proxy statement and
proxy to stockholders is May 14, 1999.

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

(1) Election of Gary S. Goldstein, Barry S. Roseman, and Bruce
R. Ellig, as Class 1 Directors of Headway to serve for a term of
three years and until their successors are duly elected and
qualified;

(2) Approval of the Amended 1993 Stock Incentive Plan of
the Company;

(3) Ratification of the appointment of Ernst & Young LLP as
independent auditors of the Company for 1999; and

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

All proxies will be voted as specified. In the absence of
specific instructions, proxies will be voted FOR proposals (1),
(2), and (3). 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 the Company did not
receive notice prior to March 30, 1999.

PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THE PROXY.
STOCKHOLDERS RECEIVING MORE THAN ONE PROXY BECAUSE OF SHARES
REGISTERED IN DIFFERENT NAMES OR ADDRESSES MUST COMPLETE AND
RETURN EACH PROXY IN ORDER TO VOTE ALL SHARES TO WHICH ENTITLED.

OUTSTANDING SHARES AND VOTING RIGHTS

Record Date. Stockholders of record at the close of
business on May 5, 1999, are entitled to notice of and to vote at
the Annual Meeting or any adjournment thereof.

Shares Outstanding. As of May 5, 1999, a total of
10,203,220 shares of the Company's Common Stock (the "Common
Stock"), were outstanding and entitled to vote at the Annual
Meeting. As of the Record Date, the Company 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. The Company'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 2000 Annual Meeting.
Proposals from stockholders intended to be included in the
Company's proxy statement for the 2000 Annual Meeting must be
received by the Secretary of the Company on or before January 15,
2000 (not less than 120 days prior to the day in 2000 which
corresponds to the date on which this Proxy Statement is released
to stockholders), and may be omitted unless the submitting
stockholder meets certain requirements. It is suggested that the
proposal be submitted by certified mail, return-receipt
requested.

If the Company does not receive notice of a stockholder
proposal that is not included in the Company's Proxy Statement
but that will be presented at the 2000 Annual Meeting on or
before February 29, 2000 (not less than 45 days prior to the day
in 2000 which corresponds to the date on which this Proxy
Statement is released to stockholders), such notice will be
considered untimely, which means that any proxy returned to the
Company conferring discretionary authority to vote may be voted
at the proxy holders discretion on the proposal.

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

The Company'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 1999
Annual Meeting, Directors of Class 1, consisting of three
persons, are up for election to serve until the annual meeting of
stockholders in the year 2002.

The Board of Directors has nominated for election as the
Class 1 Directors Gary S. Goldstein, Barry S. Roseman, and Bruce
R. Ellig, 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 the
Company, principal occupation now and for the past five years,
other directorships in public companies, and tenure of service
with the Company as a Director for each of the nominees.

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
have the authority to vote at their discretion on the election of
directors, when they have not received instructions form
beneficial owners. If no direction is indicated on the proxy,
the shares represented by the proxy will be 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 the
Company's Board of Directors.

The Board Recommends a Vote "FOR" The Nominees

APPROVAL OF THE AMENDED 1993 INCENTIVE PLAN
(PROPOSAL NO. 2)

Purpose of Proposal

At the Annual Meeting, stockholders will be asked to approve
the Company's Amended 1993 Incentive Plan (the "Plan"), which was
originally adopted in October 1993 and amended by the Board of
Directors in April 1999. The Plan, as amended, is being
submitted to stockholders in order to satisfy the stockholder
approval requirements of Section 162(m) ("Section 162(m)") of the
Internal Revenue Code of 1986, as amended (the "Code") and update
the Plan. A copy of the Plan is presented in Appendix A to this
proxy statement for your review and approval.

Plan Intended To Comply with Section 162(M) of the Code

Section 162(m) of the Code disallows a public company's
deductions for employee remuneration exceeding $1,000,000 per
year for its Chief Executive Officer and other four most highly
compensated officers, but contains an exception for "performance-
based compensation" that meets certain requirements. In order
for the Plan to meet these requirements, the material terms of
the Plan must be approved by the Company's stockholders, as set
forth herein. The Plan is intended to qualify grants of stock
options, stock awards, and cash awards made under the Plan as
"performance-based compensation" pursuant to section 162(m) of
the Code. The Plan limits the number of shares subject to
options and stock awards granted to any individual in any
calendar year to no more than 500,000 shares. It further limits
the amount of cash awards granted to any individual in any
calendar year to no more than two percent of the Company's annual
revenues.

Any award intended to be "performance-based compensation"
shall be conditioned on the achievement of one or more
performance measures and shall be made during the period required
under Section 162(m). The Plan specifies one performance
measure, which is positive income from continuing operations.
This means that for any fiscal year in which the Company has
positive income from continuing operations the Executive
Compensation Committee may grant awards intended to be
performance-based compensation within the meaning of Section
162(m). Other "performance measures" that may be used by the
Executive Compensation Committee for such awards shall be based
on one or more of the following:

(i) operating profits (including earnings before interest
expense, taxes, depreciation, and amortization), net profits,
earnings per share, profit returns and margins, revenues,
shareholder return and/or value, stock price, working capital,
shareholder equity, and economic profit, which may be measured on
a Company, subsidiary, or business unit basis; or

(ii) any one or more of the performance criteria set forth
in the next preceding subparagraph (i) measured on the basis of a
relative comparison of Company, subsidiary, or business unit
performance to the performance of a peer group of entities or
other external measure of the selected performance criteria;

provided, that profit, earnings, and revenues used for any
performance measure shall exclude: gains or losses on operating
asset sales or dispositions; litigation or claim judgments or
settlements; accruals for historic environmental obligations;
effect of changes in tax law or rate on deferred tax liabilities;
accruals for reorganization and restructuring programs; uninsured
catastrophic property losses; the cumulative effect of changes in
accounting principles; and any extraordinary non-recurring items
described in applicable accounting principles.

Description of 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. As of April 15, 1999, the Company and its affiliates
employed approximately 400 individuals and retain approximately
three consultants who are eligible to participate in the Plan.
Awards under the Plan are granted by the Executive Compensation

Committee of the Board and may include incentive stock options
("ISOs"), non-qualified stock options ("NQSOs"), stock
appreciation rights, stock units, restricted stock, restricted
stock units, performance shares, performance units, or cash
awards.

The Executive Compensation Committee of the Board
administers the Plan. The Executive Compensation Committee
generally has discretion to determine the terms of a Plan Award,
including the type of award, number of shares or units covered by
the award, option price, term, vesting schedule, and post-
termination exercise period or payment. Notwithstanding this
discretion: (i) the number of shares subject to an award granted
to any individual in any calendar year may not exceed 500,000
shares; (ii) the amount of cash awards granted to any individual
in any calendar year may not exceed two percent of the Company's
annual revenues (iii) the option price per share of Common Stock
may not be less than 75% of the fair market value of such share
at the time of grant; (iv) the option price per share of Common
Stock for an ISO may not be less than 100% of the fair market
value of such share at the time of grant or 110% of the fair
market value of such shares if the option is granted to a
stockholder owning more than 10% of the combined voting power of
all classes of the stock of the Company or a parent or subsidiary
on the date of the grant of the option (a "10% stockholder"); and
(v) the term of any ISO may not exceed 10 years, or five years if
the option is granted to a 10% stockholder. No outstanding stock
option or other award under the Plan has been granted subject to
the receipt of stockholder approval of the Plan.

A maximum of 3,771,000 shares of Common Stock that may be
subject to outstanding awards, determined immediately after the
grant of any award under the Plan. Shares of Common Stock which
are attributable to awards which have expired, terminated, or
been canceled or forfeited during any calendar year are available
for issuance or use in connection with future awards.

The Plan will remain in effect until June 23, 2009, unless
earlier terminated by the Board of Directors. No ISO may be
granted more than 10 years after the original adoption of the
Plan by the Board in August 1993. The Plan may be amended by the
Board of Directors without the consent of the stockholders of the
Company, except that stockholder approval is required for any
amendment that materially increases the aggregate number of
shares of stock that may be issued under the Plan or materially
modifies the requirements as to eligibility for participation in
the Plan.

Tax Treatment of Awards

Incentive Stock Options. An employee will not recognize
federal taxable income, upon either the grant or exercise of the
ISO. However, for purposes of the alternative minimum tax
imposed under the Code, in the year in which an ISO is exercised,
the amount by which the fair market value of the shares acquired
upon exercise exceeds the exercise price will be treated as an
item of adjustment and included in the computation of the
recipient's alternative minimum taxable income. An employee who
disposes of the shares acquired upon exercise of an ISO after two
years from the date the ISO was granted and after one year from
the date such shares were issued upon exercise of the ISO will
recognize long-term capital gain or loss in the amount of the
difference between the amount realized on the sale and the
exercise price, and the Company will not be entitled to any tax
deduction by reason of the grant or exercise of the ISO. As a
general rule, if an employee disposes of the shares acquired upon
exercise of an ISO before satisfying both holding period
requirements (a "disqualifying disposition"), his or her gain
recognized on such a disposition will be taxed as ordinary income
to the extent of the difference between the fair market value of
such shares on the date of exercise and the exercise price, and
the Company will be entitled to a deduction in that amount. The
gain, if any, in excess of the amount recognized as ordinary
income on such a disqualifying disposition will be long-term or
short-term capital gain, depending upon the length of time the
shares were held prior to disposition.

Non-Qualified Stock Options. There are no federal income
tax consequences to an individual or to the Company upon the
grant of an NQSO under the Plan. Upon the exercise of an NQSO,
an individual will recognize ordinary compensation income in an
amount equal to the excess of the fair market value of the shares
at the time of exercise over the exercise price of the NQSO, and
the Company generally will be entitled to a corresponding federal
income tax deduction. Upon the sale of shares acquired by the
exercise of an NQSO, an individual will have a capital gain or
loss (long-term or short-term depending upon the length of time
the shares were held) in an amount equal to the difference
between the amount realized upon the sale and the individual's
adjusted tax basis in the shares (the exercise price plus the
amount of ordinary income recognized by the individual at the
time of exercise of the NQSO).

Stock Appreciation Rights. There are no federal income tax
consequences to an individual or to the Company upon the grant of
a SAR under the Plan. Upon the exercise of a SAR, an individual
will recognize ordinary compensation income in an amount equal to
the consideration received, and the Company generally will be
entitled to a corresponding federal income tax deduction. If the
SAR is paid by the Company in shares of stock, sale of the shares
will result in a long-term or short-term capital gain or loss in
an amount equal to the difference between the amount realized
upon the sale and the individual's adjusted tax basis in the
shares (the amount of ordinary income recognized by the
individual at the time of exercise of the SAR).

Other Stock or Unit Awards. Generally, stock units,
restricted stock, restricted stock units, performance shares, and
performance units have no federal income tax consequences at the
time of grant, because the awards are subject to a vesting
schedule or other conditions rendering the awards subject to a
risk of forfeiture. The recipient of the award may make an
election under Section 83 of the Code to realize ordinary
compensation income at the time of grant equal to the fair market
value of the award at that time, in which case the Company is
entitled to a corresponding federal income tax deduction. If no
Section 83 election is made, then ordinary compensation income is
not recognized until the risk of forfeiture lapses, and the
Company is entitled to a federal income tax deduction at that
time. Subsequent sale of the shares will result in a long-term
or short-term capital gain or loss in an amount equal to the
difference between the amount realized upon the sale and the
recipient's adjusted tax basis in the shares (the amount of
ordinary income recognized through the Section 83 election or, if
no such election is made, at the time the risk of forfeiture
lapses).

Vote Required

The proposal to approve the Amended 1993 Incentive Plan 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" Approval of the
Amended 1993 Incentive Plan.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL NO. 3)

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 the Company for
1999, subject to approval by the stockholders by an affirmative
vote of a majority of the outstanding shares of the Company's
Common Stock represented at the Annual Meeting. Ernst & Young
served as independent auditors of the Company since 1996. The
Company has been advised that neither Ernst & Young nor any of
its members or associates has any relationship with the Company
or any of its affiliates, except in the firm's capacity as the
Company's independent auditors.

Representatives of Ernst & Young will be present at the
Annual Meeting of Stockholders, 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 the Company for 1999 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 of April 29, 1999, the
number and percentage of the outstanding shares of Common Stock
which, according to the information supplied to the Company, were
beneficially owned by each person who, to the knowledge of the
Company, 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
________________________

Options,
Common Warrants and Percent of
Shares Rights (1) Class (2)

Gary S. Goldstein 1,752,005 271,667 19.3
850 Third Avenue
New York, NY 10022

Barry S. Roseman 383,629 150,000 5.2
850 Third Avenue
New York, NY 10022

GarMark Partners, L.P. (3) -0- 2,237,222 18.0
1325 Avenue of the Americas
26th Floor
New York, NY 10019

Moore Global Investments, Ltd. (4) -0- 833,333 7.6
Remington Investment Strategies, L.P.
c/o Moore Capital
1251 Avenue of the Americas
53rd Floor
New York, NY 10020

White Rock Capital Management, L.P. (5) 984,000 -0- 9.6
3131 Turtle Creek Boulevard, Suite 800
Dallas, TX 75219

____________________________________________

(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) GarMark Partners, L.P., is the holder of Series F
Convertible Preferred Stock of the Company, which is convertible
to the 2,222,222 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 the Company, 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.

(4) 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 the Company, which is convertible to 683,333
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 the Company, which is convertible to 150,000 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,
respectively, may be deemed to have shared voting and investment
control with respect to the shares held, respectively, by MGI and
RIS.

(5) White Rock Capital Management, L.P., a Texas limited
partnership ("WR Management"), is the discretionary investment
manager of certain institutional investors for which it acquired
814,000 shares of Common Stock. WR Management holds for its own
account 14,000 shares of Common Stock. WR Management is the
general partner of White Rock Capital Partners, L.P., a Texas
Limited partnership ("WR Partners"), which holds 156,000 shares
of Common Stock. The general Partner of WR Management is White
Rock Capital, Inc., a Texas corporation ("WR Capital"), and the
stockholders of WR Capital are Thomas U. Barton and Joseph U.
Barton. Based on these relationships, each of WR Management, WR
Capital, Thomas U. Barton, and Joseph U. Barton may be deemed to
have shared voting and investment control with respect to the
shares held by WR Management for its institutional clients and
its own account and the shares held by WR Partners.

This space left blank

Management

The following table sets forth as of April 29, 1999, the
number and percentage of the outstanding shares of Common Stock
which, according to the information supplied to the Company, were
beneficially owned by (i) each person who is currently a director
of the Company, (ii) each Named Executive Officer (as defined
below), and (iii) all current directors and executive officers of
the Company 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
_______________________

Options,
Common Warrants and Percent of
Shares Rights (1) Class (2)

Gary S. Goldstein 1,752,005 271,667 19.3

Barry S. Roseman 383,629 150,000 5.2

G. Chris Andersen 49,965 10,000 0.6

E. Garrett Bewkes, III (3) -0- 2,237,222 18.0

Bruce R. Ellig 65,000 5,000 0.7

Ehud D. Laska 79,580 130,000 2.0

Richard B. Salomon 49,965 10,000 0.6

Philicia G. Levinson 66,621 15,000 0.8

All Executive officers and 2,446,765 2,828,889 40.5
Directors as a Group (8 Persons) (3)
_______________________________________

(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 (3) to the table for Principal Stockholders.

DIRECTORS AND EXECUTIVE OFFICERS

Directors and Officers

The following table sets forth the names, ages, and
positions with the Company for each of the directors and officers
of the Company. 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 (2) 44 Chairman, Chief Executive Class 1
Officer and Director 1999

Barry S. Roseman (2) 46 President, Treasurer, Chief Class 1
Operating Officer and Director 1999

G. Chris Andersen 61 Director Class 3
2000

E. Garrett Bewkes, III 48 Director Class 2
2001

Bruce R. Ellig (2) 62 Director Class 1
1999

Ehud D. Laska 49 Director Class 2
2001

Richard B. Salomon 51 Director Class 3
2000

Philicia G. Levinson 35 Senior Vice President, Chief N/A
Financial Officer, 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) Gary S. Goldstein, Barry S. Roseman, and Bruce R. Ellig are
members of Class 1 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 the Company and its predecessors over the past
twelve years, including, Chairman, President, and Chief Executive
Officer. He is currently a director and executive officer of
each of the Company'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 the Company and
its subsidiaries. He joined the Company as its Senior Executive
Vice President and Chief Operating Officer in January 1992, and
became President in September 1996. He is currently a director
and executive officer of each of the Company'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 the Company 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, and Compost America.

E. Garrett Bewkes, III, became a director of the Company in
March 1998 pursuant to the terms of the new financing obtained by
the Company 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.
From June 1994 to the present, Mr. Bewkes has served as a
director of Saks Holdings, Inc., in New York City.

Bruce R. Ellig became a director of the Company in April
1997. Currently Mr. Ellig is an independent consultant and
adviser on human resource matters. From 1985 through October
1996, Mr. Ellig served as a Corporate Vice President of the
research-based health care company, Pfizer Inc., with worldwide
responsibility for its personnel functions. He is a member of
the American Compensation Association and the Society for Human
Resource Management ("SHRM"). Mr. Ellig was the Chairman of the
SHRM board in 1996. Prior to his retirement from Pfizer, Mr.
Ellig was a member of many human resource organizations, and
received numerous awards for his contributions to the field. He
is a fellow of the National Academy of Human Resources, and is
listed in Who's Who in Finance and Industry, the East, America,
and the World.

Ehud D. Laska was appointed a director of the Company 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 the Company 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 the Company. 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.

Philicia G. Levinson was appointed Chief Financial Officer
of the Company in March 1999, Senior Vice President, Director of
Finance, in May 1998, and Secretary in September 1996. Prior to
this, she served as Senior Vice President, Director of Corporate
Development and managed the Company's acquisition activities
since April 1995. She was hired by the Company in December 1992
to provide marketing consulting services to investment banking
clients.

Board Meetings and Committees/Compensation

In 1998 the Board of Directors had three committees. The
Executive Compensation Committee considers salary and benefit
matters for the executive officers and key personnel of the
Company. The members of the Executive Compensation Committee in
1998 were G. Chris Andersen, E. Garrett Bewkes, III, Bruce R.

Ellig, and Ehud D. Laska. The Finance Committee assists the
Board in areas of financing proposals, budgeting, and
acquisitions. Members of the Finance Committee in 1998 included
Gary S. Goldstein, Barry S. Roseman, G. Chris Andersen, E.
Garrett Bewkes, III, Ehud D. Laska, and Richard B. Salomon. The
Audit Committee is responsible for financial reporting matters,
internal controls, and compliance with financial polices of the
Company, and meets with the Company's auditors when appropriate.
The members of the Audit Committee in 1998 were E. Garrett
Bewkes, III, Ehud D. Laska, and Richard B. Salomon. In 1998 the
Board of Directors established the Governance Committee, which
makes recommendations to the Board regarding appropriate
governance policies and practices, as well as Board and committee
membership candidates. The present members of the Governance
Committee are E. Garrett Bewkes, III, and Richard B. Salomon.

The Board of Directors met four 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 12
times in 1998, and all director members of those committees
attended at least 75% of the meetings. The Finance Committee met
once in 1998, and all director members of that committee attended
the meetings, except for G. Chris Andersen and Richard B.
Salomon. The Audit Committee met once during 1998, and all
director members of that committee attended the meeting. The
Governance Committee did not meet in 1998.

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 the Company's Common
Stock exercisable over a period of ten years at an exercise price
equal to the fair market value of the Company'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 the Company's
Common Stock exercisable over a period of ten years at an
exercise price equal to the fair market value of the Company's
Common Stock on the date of issuance.

Section 16(a) Filing Compliance

Section 16(a) of the Securities Exchange Act of 1934
requires officers and Directors of the Company and persons who
own more than ten percent of a registered class of the Company'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 the
Company. Based on the copies of filings received by the Company,
during the most recent fiscal year the directors, officers, and
beneficial owners of more than ten percent of the equity
securities of the Company 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.

Significant Employees

The following is information on positions with the Company
and business experience of employees whom the Company believes
will make significant contributions to its business.

Irene Cohen, age 61, has served as a Vice Chairman and
Executive Vice President of Headway Corporate Staffing Services,
Inc., a subsidiary of the Company ("HCSS"), President and Chief
Executive Officer of Corporate Staffing Alternatives, Inc., a
subsidiary of HCSS ("CSA"), and a director of Headway Personnel,
Inc. ("HPI"), a subsidiary of HCSS, since May 31, 1996. She is a
founder of Irene Cohen Temps, Inc. ("ICT"), CSA, and HPI, all
corporations acquired by the Company in 1996, and served as a
director and executive officer of those corporations prior to
their acquisition by the Company.

Michael List, age 42, has served as President and a director
of HCSS, ICT, and Certified Technical Staffing, Inc., a
subsidiary of HCSS ("CTS"), since May 1996. Prior to the
Company's acquisition of these corporations in 1996, Mr. List
served with them as a director and executive officer. Mr. List
currently serves on the Board of the New York Association of
Temporary Services.

EXECUTIVE COMPENSATION

Annual Compensation

The following table sets forth certain information regarding
the annual and long-term compensation for services in all
capacities to the Company for the prior fiscal years ended
December 31, 1998, 1997, and 1996, of those persons who were
either (i) the chief executive officer of the Company during the
last completed fiscal year or (ii) one of the other four most
highly compensated executive officers of the Company as of the
end of the last completed fiscal year whose annual salary and
bonuses exceeded $100,000 (collectively, the "Named Executive
Officers").

Long Term All Other
Name and Prinicipal Position Annual Compensation Compensation Compensation (1)
___________________________________ ____________ ________________

Other Annual Options/
Year Salary ($) Bonus ($) Compensation SARs(#)

Gary S. Goldstein 1998 302,375 450,000 55,961 -- --
Chairman, Chief 1997 300,000 425,000 44,222 250,000 2,375
Executive Officer 1996 470,000 210,000 51,388 -- 2,375

Barry S. Roseman 1998 252,375 212,500 26,727 -- --
President, Chief 1997 250,000 169,000 24,416 -- 2,375
Operating Officer 1996 250,000 150,000 25,230 50,000 2,375

Philicia G. Levinson 1998 126,750 100,000 -- -- --
Senior Vice President, 1997 100,000 80,000 -- -- 1,750
Secretary 1996 100,000 70,000 -- -- 2,062

___________________________________________

(1) Represents contributions by the Company to the former defined
contribution 401(k) plan.

Employment and Other Arrangements

Beginning January 1, 1997, the Company implemented
compensation arrangements for Messrs. Goldstein and Roseman by
resolution of the Board of Directors adopted on the
recommendation of the Executive Compensation Committee. Under
the arrangements, the base salaries of Messrs. Goldstein and
Roseman in 1998 were $302,375 and $252,375, respectively.
Additional incentive compensation is payable to each of them
equal to an escalating percentage of the Company's annual
earnings (before interest, income tax, depreciation, and
amortization expenses) in excess of $3,000,000; provided, that
the maximum cash compensation payable to Mr. Goldstein for any
one year is $752,375, and the maximum payable to Mr. Roseman for
any one year is $502,375. 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. For the
year ended December 31, 1996, Gary S. Goldstein and Barry S.
Roseman received base compensation of $470,000 and $250,000,
respectively, under their then employment agreements.

The Company maintains key-man life insurance on Gary S.
Goldstein in the amount of $5,876,000, Barry S. Roseman in the
amount of $1,065,000, and on the lives of four other employees in
the amount of $2,800,000. All policies are owned by the Company,
and the Company is the named beneficiary.

Defined Contribution Plan

At January 1, 1998, the Company implemented a 401(k)
retirement plan covering substantially all employees. The plan
does not require matching contributions by the Company, and the
Company made no contributions to the plan for 1998. Benefits
payable to an employee under the plan are determined solely on
the basis of the employee's contributions. Prior to 1998, the
Company had four qualified 401(k) contribution plans for its
employees. Under one plan, the Company 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. Contributions to the old plans for the
fiscal years ended December 31, 1997 and 1996, were $53,000 and
$55,000, respectively.

Stock Options

No stock options were granted in 1998 to the Named Executive
Officers.

The following table sets forth certain information with
respect to unexercised options held by the Named Executive
Officers as of December 31, 1998. No outstanding options held by
the Named Executive Officers were exercised in 1998.

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

Exercisable/Unexercisable Exercisable/Unexercisable

Gary S. Goldstein 188,333/ 166,667 515,625/ 332,500
Chairman, Chief
Executive Officer

Barry S. Roseman 150,000/ -0- 515,000/ -0-
President, Chief
Operating Officer

Philicia G.Levinson 15,000/ -0- 50,625/ -0-
Senior Vice President,
Secretary
______________________________________

(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 the Company's common stock at fiscal year end was
$6.125, which is the last sale price on December 31, 1998.

The Company's 1993 Incentive Stock Plan ("Plan") was adopted
by the Company's board of directors in August 1993, and approved
by the Company's stockholders in October 1993. The Plan was
substantially amended by resolution of the board of directors in
April 1999, and is being submitted to the stockholders for
approval at the Annual Meeting. Set forth above under the
caption "APPROVAL OF AMENDED 1993 STOCK INCENTIVE PLAN" is a
description of the terms of the Amended Plan.

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

The Executive Compensation Committee (the "Committee")
supervises the development and implementation of the Company's
executive compensation policies and programs. The intent is to
align compensation with business objectives and performance and
enable the Company to recruit, retain and reward executive
officers and other key employees who contribute to the long-term
success of the Company and the maximization of shareholder value.

To this end, the Company's compensation program currently
consists of salary, an annual bonus and an equity component in
the form of options to purchase Common Stock under the Company's
Stock Incentive Plan. In 1998 the Committee did not grant options
to any of the Named Executive Officers in the Summary
Compensation Table.
14

The Committee reviews annually the performance and
compensation of each of the Named Executive Officers. It
determined that the compensation of these individuals for 1998
was competitive with the Company's peer group. In each case, this
was a subjective determination, based on the Committee's
understanding of the business of the Company and general levels
of compensation in the industry. It was not based on any
quantifiable survey or measurable statistics.

The Company has retained independent compensation
consultants to advise on 1999 compensation with a view to
developing objective annual and long-term incentive plans that
will in the future link compensation to financial achievements
and the enhancement of shareholder value.

Chief Executive Officer Compensation:

The Committee set Mr. Goldstein's salary for 1998 at
$300,000, based on its knowledge of the salaries of companies
with which the Company competes, to be in line with such pay. It
awarded Mr. Goldstein a bonus for 1998 of $450,000, in
recognition of his significant contributions to the growth,
profitability and success of the Company during the year, in
which several important acquisitions were successfully completed.

Section 162(m) of the Internal Revenue Code:

Section 162(m) of the Internal Revenue Code (the "Code")
limits the Company to a deduction for federal income tax purposes
of no more than $1,000,000 of compensation paid to any Named
Executive Officer in a taxable year. Compensation above
$1,000,000 may be deducted if it is "performance-based
compensation" within the meaning of the Code. No Named Executive
Officer had such compensation in excess of $1,000,000 for 1998.

The Committee intends to continue to evaluate the effects of
the statute and to comply with the Code Section 162(m) in the
future to the extent consistent with the best interests of the
Company.

Conclusion:

For the future, the Company intends to make a significant
portion of its compensation program for senior executive officers
contingent on Company performance, linking realization of rewards
closely to increases in financial performance and shareholder
value. The Company is committed to this philosophy of pay for
performance, recognizing that the competitive market for talented
executives and the volatility of the Company's business may
result in highly variable compensation for any particular time
period. The Committee's current thinking is to use earnings per
share performance in relation to an approved plan for the annual
bonus and the relative performance in earnings per share and
increase in shareholder value in comparison with an identified
peer group of companies for the long-term incentive plan.

Members of the Compensation Committee

Ehud D. Laska, Chair
G. Chris Anderson
E. Garrett Bewkes, III
Bruce R. Ellig

Compensation Committee Interlocks and Insider Participation

None of the members of the Executive Compensation Committee
is or has been an officer or employee of the Company. However,
Ehud D. Laska, provided advisory services to the Company in 1998
through a privately owned consulting firm in connection with an
acquisition by the Company, for which the Company paid $147,000.

Performance Graph

Headway Corporate Resources, Inc.

Comparison of Five Year Cumulative Total Return*
Headway Corporate Resources, Inc., Russell 2000, and the Staffing
Industry Index 1993 to 1998

[Cumulative Total Return Graph omitted from electronic filing. See table below.]

Cumulative Total Return* 1994 1995 1996 1997 1998

Headway Corporate Resources, Inc. 250 231 463 434 613
Russell 2000 97 122 140 169 163
Staffing Industry Index 140 163 306 313 284

* Cumulative Total Return assumes an initial investment of
$100. No dividends were paid 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., Norrell
Corporation, On Assignment Inc., Personnel Group of America Inc.,
Remedy Temp, Inc., Robert Half International Inc., Romac
International Inc., SOS Staffing Services Inc., and StaffMark
Inc.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following discussion includes certain relationships and
related transactions which occurred during the Company's fiscal
year ended December 31, 1998, as well as the interim period ended
March 31, 1999.

Rights of Series F Stock

In March 1998, the Company 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
the Company ("Series F Stock"). GarMark Partners, L.P.
("GarMark"), Moore Global Investments, Ltd. ("Moore"), and
Remington Investment Strategies, L.P. ("Remington"), purchased
666.67, 205, and 45 shares of the Series F Stock, respectively.
The Series F Stock is convertible to Common Stock of the Company
on the basis of the liquidation preference of the Series F Stock
at a conversion price of $5.58 per share, subject to adjustment
in certain circumstances including a provision to the effect that
conversion within the first two years of the date of issuance
will be at a conversion price of $6.00 per share. Assuming
GarMark, Moore, and Remington each converted their shares of
Series F Stock, they would receive 2,222,222, 683,333, and
150,000 shares of Common Stock, respectively, which together
would represent approximately 23.8% of the outstanding shares
assuming no other outstanding options, warrants, or rights were
exercised. Consequently, GarMark, Moore, and Remington would
have, assuming conversion of their Series F Stock, a significant
voice in any matter voted on by the stockholders of the Company.

The terms of the Series F Stock also provide that GarMark
has the right to designate for election one voting member of the
Company'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 the Company's Board
of Directors and one non-voting observer to each of the
committees of the Board. Pursuant to these requirements, the
Company appointed E. Garrett Bewkes, III, the designee of
GarMark, as a director of the Company 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 the Company 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 the Company 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 the Company and the participants, none of
the participants, including, GarMark, Moore, Remington, and E.
Garrett Bewkes, III, were affiliated with the Company.

Other Matters

In May 1996, the Company entered into a Credit Agreement
with ING (U.S.) Capital Corporation ("ING"), under which ING made
a term loan to the Company and established a revolving credit
facility for the Company. In connection with this financing
arrangement, the Company granted to ING a warrant to purchase
575,000 shares of Series E Convertible Preferred Stock of the
Company ("Series E Stock"), at an exercise price of $0.02 per
share. The Series E Stock was convertible at the election of the
holder to Common Stock of the Company at the rate of one share
for one share. In 1998, ING exercised the warrant and converted
the Series E Stock to 575,000 shares of Common Stock. The
Company also entered into a Registration Rights Agreement with
ING pertaining to the Common Stock of the Company issuable on
conversion of the Series E Stock. Pursuant to the Registration
Rights Agreement, the Company filed under the Securities Act of
1933 a shelf registration covering the Common Stock issuable to
ING, and all shares were sold in 1998.

In 1998, Ehud D. Laska, a director of the Company, provided
advisory services to the Company through a privately owned
consulting firm in connection with an acquisition by the Company.
The Company paid $147,000 for such services in 1998.

Richard B. Salomon, a director of the Company, is also a
partner in the law firm of Salans Hertzfeld Heilbronn Christy &
Viener, which represents the Company on various legal matters
from time to time. In 1998 and 1997, Salans Hertzfeld Heilbronn
Christy & Viener received total payments of $615,000 and
$282,000, respectively, from the Company for legal services and
costs.

At the beginning of 1998, Gary S. Goldstein, an officer and
director of the Company, was indebted to the Company under a loan
in the amount of $637,846, bearing interest at the rate of 6.53
percent per annum. The loan originated in 1993 in connection
with transactions that pre-dated the Company becoming a public
company. This loan was repaid in full by Mr. Goldstein in March
1998.

FORM 10-K

Upon written request, the Company will provide to
stockholders, without charge, a copy of the Company's annual
report on Form 10-K for the year ended December 31, 1998, as
filed with the Securities and Exchange Commission. Requests
should be directed to Barry S. Roseman, President, Headway
Corporate Resources, Inc., 850 Third Avenue, 11th Floor, New
York, NY 10022.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of
Directors of the Company knows of no other matters which 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, 1999

Appendix A

HEADWAY CORPORATE RESOURCES, INC.

AMENDED 1993 INCENTIVE PLAN
(As Amended April 14, 1999)

1. Purpose. The purpose of the 1993 Incentive Plan (the
"Plan") is to aid the Company and its Subsidiaries in attracting,
retaining and motivating directors, officers, employees, and
consultants of the Company by providing them with incentives for
making significant contributions to the growth and profitability
of the Company. The Plan is designed to accomplish this goal by
offering stock options and other incentive awards, thereby
providing Participants with a proprietary interest in the growth,
profitability, and success of the Company.

2. Definitions.

(a) Award. Any form of stock option, stock appreciation
right, stock unit, restricted stock, restricted stock unit,
performance share, performance unit, or cash award granted under
the Plan, whether granted singly, in combination or in tandem,
pursuant to such terms, conditions and limitations as the
Committee may establish in order to fulfill the objectives, and
in accordance with the terms and conditions, of the Plan.

(b) Award Agreement. An agreement between the Company and
a Participant setting forth the terms, conditions and limitations
applicable to an Award.

(d) Code. The Internal Revenue Code of 1986, as amended
from time to time.

(e) Committee. The Executive Compensation Committee of the
Board (or such other Committee designated by resolution of the
Board), which shall have the authority to control and manage the
operation and administration of the Plan.

(f) Company. Headway Corporate Resources, Inc., and its
successors.

(g) Exchange Act. Securities Exchange Act of 1934, as
amended, together with the rules and regulations thereunder.

(h) Fair Market Value. For purposes of determining the
"Fair Market Value" of a share of stock as of any date, the
following rules shall apply:

(i) If the principal market for the stock is a national
securities exchange or the Nasdaq stock market, then the "Fair
Market Value" as of that date shall be the mean between the
lowest and highest sale price of the stock on that date on the
principal exchange on which the stock is then listed or admitted
for trading.

(ii) If sale prices are not available or if the
principal market for the stock is not a national securities
exchange and the stock is not quoted on the Nasdaq stock market,
then the "Fair Market Value" as of that date shall be the average
between the highest bid and lowest asked prices for the stock
reported on the Nasdaq OTC Bulletin Board or by the National
Quotation Bureau or a comparable service.

(iii) If the day is not a business day, and as a
result, subparagraphs (i) and (ii) next above are inapplicable,
then the "Fair Market Value" shall be determined as of the last
preceding business day. If subparagraphs (i) and (ii) next above
are otherwise inapplicable, then the "Fair Market Value" of the
stock as of that date shall be determined in good faith by the
Committee.

(i) Participant. An officer, director, employee, and any
consultant or other person providing services to the Company or a
Subsidiary to whom an Award has been granted.

(j) Subsidiary. Any corporation, partnership, limited
liability company, joint venture, or other entity during any
period in which at least 50% voting or profits interest is owned,
directly or indirectly, by the Company.

(k) Stock. Authorized and issued or unissued shares of
Common Stock of the Company or any security issued in exchange or
substitution therefor.

3. Eligibility. Only officers, employees, directors, and
consultants or other persons providing services to the Company or
a Subsidiary (including transferees of Participants to the extent
transfer is permitted by the Plan and applicable Award Agreement)
are eligible to receive Awards under the Plan. In the discretion
of the Committee, a Participant may be granted any Award
permitted under the provisions of the Plan, and more than one
Award may be granted to a Participant. Awards may be granted as
alternatives to or replacement of Awards outstanding under the
Plan, or any other plan or arrangement of the Company or a
Subsidiary (including a plan or arrangement of a business or
entity, all or a portion of which is acquired by the Company or a
Subsidiary). An Award may be granted to a Participant in
connection with hiring, engagement, retention, or otherwise,
prior to the date the Participant first performs services for the
Company or a Subsidiary; provided, that such Award shall not
become vested prior to the date the Participant first performs
such services.

4. Stock Available for Awards. Subject to paragraph 12
hereof, a total of 3,771,000 shares of stock shall be available
for issuance pursuant to Awards granted under the Plan. From
time to time, the Board and appropriate officers of the Company
shall file such documents with governmental authorities and, if
the stock is listed on a national exchange or the Nasdaq stock
market, with such stock exchange or market, as are required to
make shares of stock available for issuance pursuant to Awards.
Shares of stock related to Awards, or portions of Awards, that
are forfeited, canceled or terminated, expire unexercised, are
surrendered in exchange for other Awards, or are settled in cash
in lieu of stock or in such manner that all or some of the shares
of stock covered by an Award are not and will not be issued to a
Participant, shall be restored to the total number of shares of
stock available for issuance pursuant to Awards.

5. Administration.

(a) The Committee. The authority to control and manage the
operation and administration of the Plan shall be vested in the
Committee (which may be the Compensation Committee of the Company
as constituted from time to time by the Board if it meets the
requirements of this paragraph). The Committee shall be selected
by the Board, and shall consist solely of two or more members of
the Board who are not employees and meet the eligibility
requirements of an "outside director" within the meaning of
Section 162(m) of the Code. If the Committee does not exist, or
for any other reason determined by the Board, the Board may take
any action under the Plan that would otherwise be the
responsibility of the Committee.

(b) Powers. Subject to the provisions of the Plan, the
Committee shall have full and exclusive power to:

(i) authorize and grant Awards to persons eligible to
receive Awards under the Plan;

(ii) establish the terms, conditions and limitations of
each Award or class of Awards and, subject to the
restrictions imposed by paragraph 10, to cancel or suspend
Awards;

(iii) construe and interpret the Plan and all Award
Agreements;

(iv) grant waivers of Plan restrictions to the extent
the Committee determines that the restrictions imposed by
the Plan preclude the achievement of the material purposes
of the Awards in jurisdictions outside the United States;

(v) adopt and amend such rules, procedures, regulations
and guidelines for carrying out the Plan as it may deem
necessary or desirable, and take any other action necessary
for the proper operation and administration of the Plan, all
of which powers shall be exercised in a manner consistent
with the objectives, and in accordance with the terms and
conditions, of the Plan;

(vi) adopt such subplans as may be necessary or
appropriate (1) to provide for the authorization and
granting of Awards to promote specific goals or for the
benefit of specific classes of Participants, (2) to provide
for grants of Awards by means of formulae, standardized
criteria, or otherwise, or (3) for any other purposes as are
consistent with the objectives of the Plan, and to segregate
shares of stock available for issuance under the Plan
generally as being available specifically for the purposes
of one or more subplans, and

(vii) subject to paragraph 10 hereof, adopt
modifications, amendments, rules, procedures, regulations,
subplans and the like as may be necessary or appropriate (1)
to comply with provisions of the laws of other countries in
which the Company may operate in order to assure the
effectiveness of Awards granted under the Plan and to enable
Participants employed in such other countries to receive
advantages and benefits under the Plan and such laws, (2) to
effect the continuation, acceleration or modification of
Awards under certain circumstances, including events which
might constitute a Change in Control of the Company, or (3)
for any other purposes as are consistent with the objectives
of the Plan.

(c) Committee Actions. All actions of the Committee with
respect to the Plan shall require the vote of a majority of its
members or, if there are only two members, by the vote of both.
Any action of the Committee may be taken by a written instrument
signed by a majority (or both members) of the Committee, and any
action so taken shall be as effective as if it had been taken by
a vote at a meeting. All determinations and acts of the
Committee as to any matters concerning the Plan, including
interpretations or constructions of the Plan and any Award
Agreement, shall be conclusive and binding on all Participants
and on any parties validly claiming through any Participants. In
controlling and managing the operation and administration of the
Plan, the Committee shall take action in a manner that conforms
to the certificate of incorporation and bylaws of the Company,
and applicable state corporate law.

(d) Delegation of Authority. Except to the extent
prohibited by applicable law or the applicable rules of a stock
exchange, the Committee may allocate all or any portion of its
responsibilities and powers to any one or more of its members and
may delegate all or any part of its responsibilities and powers
to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.

6. Awards. The Committee shall determine the types and
timing of Awards to be made to each Participant and shall set
forth in the related Award Agreement the terms, conditions and
limitations applicable to each Award. Awards may include, but
are not limited to, those listed below in this paragraph 6.
Awards may be granted singly, in combination or in tandem, or in
substitution for Awards previously granted under the Plan.
Awards may also be made in combination or in tandem with, in
substitution for, or as alternatives to, grants or rights under
any other benefit plan of the Company, including any such plan of
any entity acquired by, or merged with or into, the Company.
Awards shall be effected through Award Agreements executed by the
Company in such forms as are approved by the Committee from time
to time. The Committee may determine to make any or all of the
following Awards in accordance with then following requirements:

(a) Stock Options. A grant of a right to purchase a
specified number of shares of stock at an exercise price and
during a specified period, all as determined by the Committee.
Without limitation, a stock option may be in the form of (i) an
incentive stock option which, in addition to being subject to
such terms, conditions and limitations as are established by the
Committee, complies with Section 422 of the Code or (ii) a non-
qualified stock option subject to such terms, conditions and
limitations as are established by the Committee.

(b) Stock Appreciation Rights. A right to receive a
payment, in cash or stock, equal to the excess of the Fair Market
Value (or other specified valuation) of a specified number of
shares of stock on the date the stock appreciation right ("SAR")
is exercised over the Fair Market Value (or other specified
valuation) on the date of grant of the SAR.

(c) Stock Awards. An Award made in stock or denominated in
units of stock. The eventual amount, vesting or issuance of a
stock Award may be subject to future service, performance, and
such other restrictions and conditions as may be established by
the Committee. Stock Awards may be based on Fair Market Value or
another specified valuation.

(d) Cash Awards. An Award made or denominated in cash.
The eventual amount of a cash Award may be subject to future
service and such other restrictions and conditions as may be
established by the Committee.

(e) Dividend Equivalency. Dividend equivalency rights, on
a current or deferred basis, may be extended to and be made part
of any Award denominated in whole or in part in stock or units
of stock, subject to such terms, conditions and restrictions as
the Committee may establish.

(f) Acceleration. Notwithstanding the provisions of this
paragraph 6, Awards may be subject to acceleration of
exercisability or vesting on the occurrence of a specified event
as determined by the Committee under and in accordance with the
terms and conditions of the Plan.

(g) Exercise Price. The "Exercise Price" of each Award
granted shall be established by the Committee or shall be
determined by a method established by the Committee at the time
the Award is granted. The Exercise Price shall not be less than
100% of the Fair Market Value of a share of stock on the date of
grant of the award; provided, that if the Award is granted in
connection with the Participant's hiring, promotion, or similar
event, the Exercise Price may be not less than the Fair Market
Value of the stock on the date on which the Participant is hired
or promoted (or similar event), if the grant of the Award occurs
not more than 90 days after the date of such hiring, promotion,
or other event; and further provided, that an exercise price less
than 100%, but not less than 75%, of Fair Market Value may be
established under circumstances in which the Committee deems a
lesser Exercise Price to be appropriate to carry out the
objectives of the Plan and to be consistent with the best
interests of the Company.

(h) Award Conditions. All or part of any Award may be
subject to conditions established by the Committee, and set
forth in the Award Agreement, which conditions may include,
without limitation, achievement of specific business objectives,
increases in specified indices, attainment of growth rates and
other measurements of Company performance. No more than 500,000
shares of stock subject to Awards that are stock options, stock
appreciation rights, stock units, restricted stock, restricted
stock units, performance shares, or performance units, and are
intended to be "performance-based compensation" as that term is
used in Section 162(m) of the Code shall be granted to any one
individual with respect to services rendered in any given
calendar year, and such Award shall not be granted by the
Committee later than 15 days following the date on which the
independent accounting firm of the Company issues its audit
report on the financial statements of the Company for the
applicable calendar year. Cash Awards that are intended to be
"performance-based compensation" as that term is used in Section
162(m) of the Code granted to any one individual with respect to
services rendered in any given calendar year shall not exceed 2%
of Revenues as reflected in the annual audited financial
statements of the Company for such calendar year, and such Award
shall not be granted by the Committee later than 15 days
following the date on which the independent accounting firm of
the Company issues its audit report on the financial statements
of the Company for the applicable calendar year. Any such Award
designated to be "performance-based compensation" shall be
conditioned on the achievement of one or more performance
measures and shall be made during the period required under
Section 162(m) of the Code. For any fiscal year in which the
Company has positive income from continuing operations the
Committee may grant awards intended to be performance-based
compensation within the meaning of Section 162(m). Other
"performance measures" that may be used by the Committee for
such Awards shall be based on one or more of the following, as
selected by the Committee:

(i) operating profits (including EBITDA), net profits,
earnings per share, profit returns and margins, revenues,
shareholder return and/or value, stock price, working capital,
shareholder equity, or economic profit, which may be measured on
a Company, Subsidiary, or business unit basis; or

(ii) any one or more of the performance criteria set
forth in the next preceding subparagraph (i) measured on the
basis of a relative comparison of entity performance to the
performance of a peer group of entities or other external measure
of the selected performance criteria;

provided, that profit, earnings, and revenues used for any
performance measure shall exclude: gains or losses on operating
asset sales or dispositions; litigation or claim judgments or
settlements; accruals for historic environmental obligations;
effect of changes in tax law or rate on deferred tax
liabilities; accruals for reorganization and restructuring
programs; uninsured catastrophic property losses; the cumulative
effect of changes in accounting principles; and any

extraordinary non-recurring items as described in Accounting
Principles Board Opinion No. 30.

7. Payment Under Awards. Payment by the Company pursuant
to Awards may be made in the form of cash, stock or combinations
thereof and may be subject to such restrictions as the Committee
determines, including, in the case of stock, restrictions on
transfer and forfeiture provisions. Stock subject to transfer
restrictions or forfeiture provisions is referred to herein as
"Restricted Stock". The Committee may provide for payments to be
deferred, such future payments to be made in installments or by
lump-sum payment. The Committee may permit selected Participants
to elect to defer payments of some or all types of Awards in
accordance with procedures established by the Committee to assure
that such deferrals comply with applicable requirements of the
Code.

The Committee may also establish rules and procedures for
the crediting of interest on deferred cash payments and of
dividend equivalencies on deferred payments to be made in stock
or units of stock.

At the discretion of the Committee, a Participant may be
offered an election to substitute an Award for another Award or
Awards, or for awards made under any other benefit plan of the
Company, of the same or different, type.

8. Stock Option Exercise. The price at which shares of
stock may be purchased upon exercise of an Award shall be paid in
full at the time of the exercise, in cash or, if permitted by the
Committee, by (a) tendering stock or surrendering another Award,
including Restricted Stock, or an option or other award granted
under another benefit plan of the Company, in each case valued
at, or on the basis of, Fair Market Value on the date of
exercise, (b) delivery of a promissory note issued by a
Participant to the Company, containing terms and conditions
determined by the Committee, or (c) any other means acceptable to
the Committee. The Committee shall determine acceptable methods
for tendering stock or surrendering other Awards or grants and
may impose such conditions on the use of stock or other Awards or
grants to exercise an Award, as it deems appropriate. If shares
of Restricted Stock are tendered as consideration for the
exercise of an Award, the Committee may require that the number
of shares issued upon exercise of the Award equal to the number
of shares of Restricted Stock used as consideration therefor be
subject to the same restrictions as the Restricted Stock so
surrendered and any other restrictions as may be imposed by the
Committee. The Committee may also permit Participants to
exercise Awards and simultaneously sell some or all of the shares
of stock so acquired pursuant to a brokerage or similar
arrangement, which provides for the payment of the exercise price
substantially concurrently with the delivery of such shares.

9. Tax Withholding. The Company shall have the right to
deduct applicable taxes from any Award payment or shares of stock
receivable under an Award and to withhold an appropriate number
of shares of stock for payment of taxes required by law or to
take such other action as may be necessary in the opinion of the
Company to satisfy all tax withholding obligations. In addition,
the Committee may permit Participants to elect to (a) have the
Company deduct applicable taxes resulting from any Award payment
to, or exercise of an Award by, such Participant by withholding
an appropriate number of shares of stock for payment of tax
obligations, (b) tender to the Company for the purpose of
satisfying tax payment obligations other stock held by the
Participant. If the Company withholds shares of stock to satisfy
tax payment obligations, the value of such stock in general shall
be its Fair Market Value on the date of the Award payment or the
date of exercise of an Award, as the case may be. If a
Participant tenders shares of stock pursuant to clause (b) above
to satisfy tax payment obligations, the value of such stock shall
be the Fair Market Value on the date the Participant tenders such
stock to the Company.

10. Amendment, Modification, Suspension or Termination of
the Plan. The Board may amend, modify, suspend or terminate the
Plan, or adopt subplans under the Plan. The Plan may not be
amended without the approval of the holders of a majority of the
shares of stock voting on such amendment to (i) materially
increase the aggregate number of shares of stock that may be
issued under the Plan (except for any increase resulting from
adjustments pursuant to paragraph 12 hereof) or (ii) materially
modify the requirements as to eligibility for participation in
the Plan. No amendment of the Plan shall alter, impair, amend,
modify, suspend or terminate any rights of a Participant or
obligation of the Company under any Awards theretofore granted
without the consent of the affected Participant.

11. Nonassignability. Except as otherwise provided by the
Committee, Awards under the Plan are not transferable except as
designated by the Participant by will or by the laws of descent
and distribution.

12. Adjustments; Reduction in Number of Shares of Stock
Available for Awards. In the event of any change in the
outstanding stock by reason of a stock split, stock dividend,
combination or reclassification of shares, recapitalization,
merger or similar event, the Committee shall adjust
proportionally (a) the number of shares of stock (i) reserved
under the Plan, (ii) available for options or other Awards and
(iii) covered by outstanding Awards denominated in stock or units
of stock; (b) the prices related to outstanding Awards; and (c)
the appropriate Fair Market Value and other price determinations
for such Awards. In the event of any other change affecting the
stock or any distribution (other than normal cash dividends) to
holders of stock, the Committee may adjust Awards to preserve the
benefits or potential benefits of the Awards. In the event of a
corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the Committee
shall be authorized to issue or assume stock options or other
awards, whether or not in a transaction to which Section 425(a)
of the Code applies, by means of substitution of new stock
options or Awards for previously issued options or awards or an
assumption of previously issued stock options or awards. Except
as expressly provided in this paragraph 12, the issuance by the
Company of shares of stock or of securities convertible into
shares of stock of any class for cash, property, labor or
services, upon direct sale, upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or
other securities, and in any case whether or not for Fair Market
Value, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number of shares of stock
subject to Awards theretofore granted.

13. Notice. Any written notice to the Company required by
any of the provisions of the Plan shall be addressed to the
Committee, c/o the Secretary of the Company, and shall become
effective when received by the Secretary.

14. Unfunded Plan. Insofar as the Plan provides for Awards
of cash or stock, the Plan shall be unfunded unless and until the
Board otherwise determines. Although bookkeeping accounts may be
established with respect to Participants who are entitled to
cash, stock or rights thereto under the Plan, any such accounts
shall be used merely as a bookkeeping convenience. Unless the
Board otherwise determines, (a) the Company shall not be required
to segregate any assets that may at any time be represented by
cash, stock or rights thereto, nor shall the Plan be construed as
providing for such segregation, nor shall the Company, the Board
or the Committee be deemed to be a trustee of any cash, stock or
rights thereto to be granted under the Plan; (b) any liability of
the Company to any Participant with respect to a grant of cash,
stock or rights thereto under the Plan shall be based solely upon
any contractual obligations that may be created by the Plan and
an Award Agreement; (c) no such obligation of the Company shall
be deemed to be secured by any pledge or other encumbrance on any
property of the Company; and (d) neither the Company, the Board
nor the Committee shall be required to give any security or bond
for the performance of any obligation that may be created by or
pursuant to the Plan.

15. Payments to Trust. Notwithstanding the provisions of
paragraph 14 hereof, the Committee may cause to be established
one or more trust agreements pursuant to which the Committee may
make payments of cash, or deposit shares of stock, due or to
become due under the Plan to Participants.

16. No Right to Employment. Neither the adoption of the
Plan nor the granting of any Award shall confer on any
Participant any right to continued employment or association with
the Company or in any way interfere with the Company's right to
terminate the employment or association of any Participant at any
time, with or without cause, and without liability therefor.
Awards, payments and other benefits received by a Participant
under the Plan shall not be deemed a part of the Participant's
regular, recurring compensation for any purpose, including,
without limitation, for the purposes of any termination indemnity
or severance pay law of any jurisdiction.

17. Indemnification of Board. The members of the Committee
and the Board shall be indemnified, to the full extent permitted
by the Certificate of Incorporation and by-laws of the Company,
in connection with any action, suit or proceeding or in
connection with any appeal therein or settlement thereof, to
which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or
any Award granted thereunder.

18. Effective and Termination Dates. The Plan, and any
amendment hereof requiring stockholder approval, shall become
effective as of the date of its adoption by the Board, subject to
the subsequent approval of the stockholders of the Company by the
affirmative vote of a majority of the votes cast at a
stockholders' meeting at which the approval of the Plan (or any
such amendment) is considered. The Plan shall terminate June 23,
2009, subject to earlier termination by the Board pursuant to
paragraph 10 hereof, except as to Awards then outstanding.

[Proxy Form Appendix]

HEADWAY CORPORATE RESOURCES, INC.
850 THIRD AVENUE, 11TH FLOOR
NEW YORK, NEW YORK 10022

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 May 5, 1999, at the Annual Meeting of
Stockholders to be held on June 24, 1999, and at any adjournment
or postponement thereof.

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

(1) Gary S. Goldstein (2) Barry S. Roseman (3) Bruce R. Ellig

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

Proposal No. 2 Approve Amended 1993 Incentive Plan

[ ] For [ ] Against [ ] Abstain

Proposal No. 3 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, 2 and 3.

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:________________________________, 1999

____________________________________________

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.