##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
      Form 10-K
  ANNUAL REPORT
 PURSUANT TO SECTIONS 13 OR
    15(d) OF THE
 SECURITIES EXCHANGE ACT OF
    1934
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    May 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    Number: 0-32113
      RESOURCES CONNECTION,
    INC.
 (Exact Name of Registrant as
    Specified in Its Charter)
      Delaware

33-0832424(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)   17101 Armstrong Avenue, Irvine, California 92614
 (Address of principal executive
    offices) (Zip Code)
  Registrants telephone number, including area code:
 (714) 430-6400
      Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, par value $0.01 per share

The NASDAQ Stock Market LLC (Nasdaq Global Select Market)Rights to Purchase Junior Participating Preferred Stock

The NASDAQ Stock Market LLC (Nasdaq Global Select Market)   Securities registered pursuant to Section 12(g) of the
    Act:
 None (Title of Class)
      þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K




---



##### Table of Contents





RESOURCES
    CONNECTION, INC.
  TABLE OF
    CONTENTS
   
 PageNo.PART IITEM 1.


BUSINESS


1ITEM 1A.


RISK FACTORS


16ITEM 1B.


UNRESOLVED STAFF COMMENTS


23ITEM 2.


PROPERTIES


24ITEM 3.


LEGAL PROCEEDINGS


24ITEM 4.


SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


24PART IIITEM 5.


MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


25ITEM 6.


SELECTED FINANCIAL DATA


28ITEM 7.


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


29ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


40ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


41ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


65ITEM 9A.


CONTROLS AND PROCEDURES


65ITEM 9B.


OTHER INFORMATION


65PART IIIITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


66ITEM 11.


EXECUTIVE COMPENSATION


66ITEM 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


66ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


67ITEM 14.


PRINCIPAL ACCOUNTING FEES AND SERVICES


67PART IVITEM 15.


EXHIBITS, FINANCIAL STATEMENT SCHEDULES


67EXHIBIT 10.26EXHIBIT 21.1EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2  ii




---



##### Table of Contents



Form 10-K, Form 10-K
  Form 10-K,
  Form 10-K,
 iii




---



##### Table of Contents



PART I  ITEM 1.
    BUSINESS.  Overview
    
    finance and accounting services, such as mergers and
    acquisitions due diligence, initial public offering assistance
    and assistance in the preparation or restatement of financial
    statements, financial analyses (e.g., product costing and margin
    analyses), corporate reorganizations, budgeting and forecasting,
    audit preparation, public-entity reporting and tax-related
    projects;
    information management services, such as financial
    system/enterprise resource planning implementation and post
    implementation optimization;
    human capital services, such as change management and
    compensation program design and implementation;
    risk management and internal audit services (provided via our
    subsidiary Resources Audit Solutions or RAS),
    including compliance reviews, internal audit co-sourcing and
    assisting clients with their compliance efforts under the
    Sarbanes-Oxley Act of 2002 (Sarbanes);
    supply chain management (SCM) services, such as
    strategic sourcing efforts, contracts negotiation and purchasing
    strategy; and
    actuarial services, such as for pension and life insurance
    companies;
    legal services, such as providing attorneys, paralegals and
    contract managers to assist clients (including law firms) with
    project-based or peak period needs.         1




---



##### Table of Contents



Revenue for the YearEnded





% of TotalMay 31,


May 26,


%


May 31,


May 26,2008


2007


Change


2008


2007North America

$
627,914


$
571,239



9.9
%


74.7
%


77.6
%Europe


171,728



131,316



30.8
%


20.4
%


17.9
%Asia Pacific


40,643



33,336



21.9
%


4.9
%


4.5
%Total

$
840,285


$
735,891



14.2
%


100.0
%


100.0
%     Industry
    Background
  Demand
    for Project Professional Services
    
    strategically access specialized skills and expertise;
    effectively supplement internal resources;
    increase labor flexibility; and
    reduce their overall hiring, training and termination costs. 2




---



##### Table of Contents



Supply
    of Project Professionals
    
    more flexible hours and work arrangements, coupled with
    competitive wages and benefits and a professional culture;
    challenging engagements that advance their careers, develop
    their skills and add to their experience base; and
    a work environment that provides a diversity of, and more
    control over, client engagements.    Resources
    Global Professionals Solution
    
    a relationship-oriented approach to assess our clients
    project needs;
    highly qualified professionals with the requisite skills and
    experience;
    competitive rates on an hourly, instead of a per project,
    basis; and
    significant client control of their projects.  Resources
    Global Professionals Strategy
  Our
    Business Strategy
    
    Maintain our distinctive culture.  Our
    corporate culture is the foundation of our business strategy and
    we believe it has been a significant component of our success.
    Our senior management, virtually all of whom are Big Four or
    other professional services firm alumni, has created a culture
    that combines the commitment to quality and the client service
    focus of a Big Four firm with the entrepreneurial energy of an
    innovative, high-growth company. We seek associates and
    management with talent, integrity, enthusiasm and loyalty
    (TIEL) to strengthen our team and support our
    ability to provide clients with high-quality services. 3




---



##### Table of Contents



We believe that our culture has been instrumental to our success
    in hiring and retaining highly qualified employees and, in turn,
    attracting clients.  
    Hire and retain highly qualified, experienced
    associates.  We believe our highly qualified,
    experienced associates provide us with a distinct competitive
    advantage. Therefore, one of our priorities is to continue to
    attract and retain high-caliber associates. We believe we have
    been successful in attracting and retaining qualified
    professionals by providing challenging work assignments,
    competitive compensation and benefits, and continuing education
    and training opportunities, while offering flexible work
    schedules and more control over choosing client engagements.
    Build consultative relationships with
    clients.  We emphasize a relationship-oriented
    approach to business rather than a transaction-oriented or
    assignment-oriented approach. We believe the professional
    services experience of our management and associates enables us
    to understand the needs of our clients and to deliver an
    integrated, relationship-oriented approach to meeting their
    professional services needs. We regularly meet with our existing
    and prospective clients to understand their business issues and
    help them define their project needs. Once an initiative is
    defined, we identify associates with the appropriate skills and
    experience to meet the clients needs. We believe that by
    establishing relationships with our clients to solve their
    professional services needs, we are more likely to generate new
    opportunities to serve them. The strength and depth of our
    client relationships is demonstrated by two statistics:
    1) during fiscal 2008, all of our fifty largest clients
    used more than one service line and 86% of those top fifty
    clients used three or more service lines; and 2) all of our
    largest 50 clients in fiscal 2006 remained clients in fiscal
    2008 and 84% of our top 50 clients in 2003 were still clients in
    2008.
    Build the Resources Global brand.  Our
    objective is to build Resources Globals reputation as the
    premier provider of project-based professional services. Our
    primary means of building our brand is by consistently providing
    high-quality, value-added services to our clients. We have also
    focused on building a significant referral network through our
    3,490 associates on assignment as of May 31, 2008 and 876
    management and administrative employees. In addition, we have
    ongoing national and local marketing efforts that reinforce the
    Resources Global brand.  Our
    Growth Strategy
    
    Expanding work from existing clients.  A
    principal component of our strategy is to secure additional
    initiative work from the clients we have served. We believe,
    based on discussions with our clients, that the amount of
    revenue we currently receive from many of our clients represents
    a relatively small percentage of the amount they spend on
    professional services, and that, consistent with industry
    trends, they may continue to increase the amount they spend on
    these services. We believe that by continuing to deliver
    high-quality services and by further developing our
    relationships with our clients, we can capture a significantly
    larger share of our clients expenditures for professional
    services.
    Growing our client base.  We will continue to
    focus on attracting new clients. We strive to develop new client
    relationships primarily by leveraging the significant contact
    networks of our management and associates and through referrals
    from existing clients. In addition, we believe we will attract
    new clients by building our brand name and reputation and
    through our national and local marketing efforts. The number of
    clients we serve has continued to increase, climbing from about
    2,200 in 2007 to over 2,400 in fiscal 2008. In addition, the
    number of clients we served with client service revenues in
    excess of one million-dollars increased from 146 in fiscal 2007
    to 176 in fiscal 2008. We anticipate that our growth efforts
    this year will continue to focus on identifying strategic target
    accounts that tend to be large multi-national companies.
    Expanding geographically.  We have been
    expanding geographically to meet the demand for project
    professional services across the world. We believe, based upon
    our clients requests, that there are significant 4




---



##### Table of Contents



opportunities to continue to grow our business internationally
    and, consequently, we intend to continue to expand our
    international presence on a strategic and opportunistic basis.
    We may add to our existing domestic office network on an
    opportunistic basis when our existing clients have a need or if
    there is a new client opportunity.  
    Providing additional professional service
    offerings.  We will continue to develop and
    consider entry into new professional service offerings. Since
    fiscal 1999, we have diversified our professional service
    offerings by entering into the areas of human capital,
    information management, internal audit and risk management,
    supply chain management and legal services. Our considerations
    when evaluating new professional service offerings include
    cultural fit, growth potential, profitability, cross-marketing
    opportunities and competition.  Associates
    30-50%
    Clients
      AIG

MakitaAutoliv

McKesson CorporationBP

Office DepotBurger King

SONYConocoPhillips

SothebysDelta Air Lines

TycoExpedia, Inc.

Zurich North America CommercialKaiser Permanente  5




---



##### Table of Contents



Services
    and Products
  client-led ®
  Finance
    and Accounting
      
    restatements of previously issued financial statements;
    implementation of new accounting standards;
    post-merger and acquisition integration;
    external financial reporting and internal management reporting;
    financial analyses, such as product costing and margin analyses;
    remediation of internal control weaknesses;
    business process improvement; and
    interim accounting management roles, such as chief financial
    officer, controller and director of accounting.    
    preparation of public filings related to the transactions;
    carve out audits; and
    providing subject matter experts to perform technical research
    of complex accounting transactions, implementations and
    interpretations of pronouncements of the Financial Accounting
    Standards Board (FASB).  Sample Engagement  Transition to
    IFRS:
     6




---



##### Table of Contents



Sample Engagement  Large-Scale
    Restatement:
  
    managing teams that analyzed historical accounting practices and
    developed appropriate policies to ensure compliance with GAAP
    and FASB statements;
    developing tools to generate correct accounting entries;
    liaising between internal accounting teams and external auditors
    to field questions and facilitate progress of the audit;
    performing critical processes to complete successful filing of
    restated financial statements for prior year periods as well as
    the current period under audit; and
    performing account reconciliations in a variety of areas,
    including complex mortgage banking transactions as well as more
    routine processes, such as accounts payable and straight-line
    rent calculations.  Sample Engagement  Stock Option
    Accounting: Form 10-K,
  
    determining, based on forensic evidence and guidance from the
    Securities and Exchange Commission (SEC), the
    appropriate measurement date for thousands of stock options
    grants;
    gathering and analyzing specific equity data through analysis of
    records from human resources, legal and finance departments as
    well as other sources;
    identifying, compiling and determining the appropriate technical
    accounting treatment for various stock option modifications
    based upon accounting rules in place at the date of modification;
    assisting with the calculation of historical compensation
    expense charges;
    documenting findings of equity issues in technical white papers;
    preparing SEC and other regulatory filings associated with the
    restatement;
    performing additional technical research and documentation on
    non-equity accounting issues identified during the forensic
    review; and
    documenting and testing internal controls as part of Sarbanes
    compliance requirements.  Human
    Capital
    Change Management:
    
    training and communication;
    aligning roles and responsibilities; and
    compensation and motivation strategies. 7




---



##### Table of Contents



Human Resources (HR) Operations and
    Technology:
  Organizational
    Development
  
    performance measurement and management;
    process analysis and redesign;
    succession planning and career development programs; and
    employee retention programs, opinion surveys and communication
    programs.  Human
    Resources Information Systems (HRIS)
  
    project management;
    change management;
    system selection and optimization;
    implementation;
    data conversion;
    post-implementation support; and
    supplementing client staff.  HR
    Operations
  
    HR management;
    compliance/legal;
    compensation;
    benefits;
    HR training; and
    recruitment.  Sample Engagement- Restructuring
    Assistance:
  
    Communication:  Helped ensure effective
    communication.
    Alignment of roles and
    responsibilities:  Reviewed roles, titles, skills,
    competencies, contracts, total compensation together with the
    local CFOs and department heads. In addition, coordinated the
    effort with the U.S. and local legal departments regarding
    contracts, local work councils and applicable local legislation.
    Compensation and motivation:  Conducted
    benchmark surveys to determine appropriate salaries for newly
    created roles. 8




---



##### Table of Contents



Sample Engagement  Assistance with Managing
    Growth:
    Sample Engagement  Process
    Improvement:
      Information
    Management
      
    project management;
    strategic and operational reporting;
    business performance management;
    system
    selection / implementation / optimization / stabilization;
    data conversion and testing;
    business continuity planning;
    business analysis and business process improvement;
    information technology (IT) audit;
    IT strategy and governance;
    interim IT management; and
    change management / communication and training. 9




---



##### Table of Contents



Sample Engagement  Large Scale SAP
    Implementation:
  Sample Engagement  Improvement of IT projects
    success rate:
  
    consolidation of 486 data centers into two main sites;
    implementation of infrastructure initiatives and best practices;
    validation of vendor charges on hardware invoices; and
    streamlined the order process and maintenance of printers and
    copiers worldwide.  Sample Engagement  Financial System
    Integration:
    
    designing and building a global consolidations and reporting
    application;
    acting as a call center to support field offices on first and
    second shifts during parallel and go-live sessions;
    developing Sarbanes compliance best practices and
    documentation; and
    designing a cost-allocation method for the newly consolidated
    data centers.  Legal
    Services
    
    assisting with mergers and acquisitions, divestitures and joint
    ventures;
    supporting quarterly and annual SEC filings, annual proxy
    statements and annual reports;
    assisting with commercial transactions, investigations,
    litigation, real estate and employment matters;
    supporting all aspects of corporate governance and regulatory
    compliance;
    handling day-to-day corporate legal department matters;
    backfilling positions on an interim basis during leaves of
    absence or attrition; and
    implementing and optimizing legal department processes and
    procedures.  Sample Engagement  Assistance with
    Divestiture:
 10




---



##### Table of Contents



Sample Engagement  Acquisition Preparation
    Assistance: clean-up,
    Sample Engagement  Legal Department
    Support:
  
    assisting the clients legal and finance team in the
    preparation of portions of various SEC filings, including
    Forms 10-K,
    10-Q and
    8-K;
    assisting the clients legal team in reviewing and revising
    the clients stock option plans;
    assisting the clients senior management in complying with
    their SEC reporting obligations with respect to equity
    transactions;
    preparing summaries and policy statements on new accounting/SEC
    issues, including Sarbanes compliance; and
    improving the internal systems and regulatory procedures.  Resources
    Audit Solutions (RAS): Corporate Governance, Risk Management,
    Internal Audit and Sarbanes Compliance Services
    
    Co-Sourced Internal Audit:  working with client
    internal audit departments, we provide a variable resource to
    the clients staff, adding subject matter expertise,
    benchmarking processes against best practices and executing
    projects. In particular, we can assist with the execution of
    audit plans including operational, financial, compliance and
    third party contract audits; providing associates with
    specialized skills such as IT audit; assisting in the
    development and execution of remediation plans for deficiencies
    noted; and helping execute special projects such as risk
    assessments and fraud investigations;
    Royalty, Licensing and Contracts
    Auditing:  working in todays increasingly
    complex and regulated business environment, we assist clients in
    determining vendor and customer compliance with contractual
    obligations. We help determine whether vendors are adhering to
    pricing formulas, customers are remitting according to terms for
    licensing, franchisees are correctly calculating fees and
    internal contract calculations 11




---



##### Table of Contents



are accurate. Specifically we can assist with royalty and
    license audits; vendor audits; franchisee audits; and contract
    management and compliance audits;  
    Policy Management:  we help clients develop a
    process to more effectively and efficiently distribute, monitor
    and manage financial reporting-related policies, often utilizing
    policyIQ, our proprietary web-based solution for enterprise-wide
    policy development and management;
    Sarbanes and Other Compliance Initiatives
    Support:  assisting project management teams,
    business units and corporate functions around the world, we help
    with compliance efforts related to Sarbanes including: project
    management support; documenting existing business processes,
    practices, and workflows; identifying internal controls, testing
    internal controls and remediating deficiencies, including
    changes to policies and procedures; and planning and
    implementation of an ongoing Sarbanes compliance process for
    subsequent years. In addition, we help with other complex
    compliance initiatives, including J-SOX, HIPAA and Gramm Leach
    Bliley; and
    Enterprise Risk Management:  assisting clients
    with enterprise risk management related projects, we develop and
    enhance policies and procedures for identifying, assessing and
    monitoring risks and controls, and alignment of disparate risk
    and control monitoring and compliance activities.  Sample Engagement-Contract Review, Remediation, and Process
    Improvement:
    Sample Engagement-Contract Review, Remediation, and Process
    Improvement:
  
    establishing a joint practice management office with the client
    for program and project management with weekly status reporting
    against metrics and key deliverables;
    identification, scoping and definition of production metrics and
    project timeline development;
    development of a custom database to manage project coordination;
    design and development of a comprehensive contract review
    program;
    definition, design and testing of custom system requirements
    used to support the program; and
    design and delivery of a comprehensive training program for
    client and associate teams.  Sample Engagement-Sarbanes Compliance:
  
    documenting existing business processes, practices and workflows;
    testing selected internal controls within those processes;
    maintaining and updating a computer system used for the
    project; and
    performing selected elements of project management within the
    clients project management office. 12




---



##### Table of Contents



Supply
    Chain Management
    
    providing qualified supply chain professionals with a variety of
    skill sets and backgrounds who can: lead or assist strategic
    sourcing efforts, negotiate contracts, serve as
    commodity/category experts, develop strategies and perform
    tactical purchasing;
    performing current state assessments evaluation and execution of
    processes, procedures, policies and organizational design in the
    supply chain management and procurement functions;
    offering a variety of supply chain management solutions,
    including strategic sourcing, contracts management, materials
    management, inventory rationalization, supplier diversity
    assistance, ERP implementations and procurement card
    programs; and
    presenting a variety of onsite training and education seminars
    to keep customers updated on the latest trends in supply chain
    management.  Sample Engagement  Review of Sourcing of Operating
    Supplies:
  Sample Engagement  Business Process
    Review:
  
    commercial optimization;
    plant maintenance;
    transportation;
    manufacturing;
    customer service design;
    pricing;
    order to cash; and
    purchase to pay.  Sample Engagement  Facilities Implementation
    Assistance
  
    assist with sourcing activities for a $180 million
    construction project to add additional floors to an existing
    headquarters building without interrupting 24/7 operations;
    develop sourcing strategies and prepare Requests for Proposals
    for other major capital facilities projects;
    conduct supplier conferences and worked with client project
    teams to negotiate pricing;
    conduct project reviews for senior management of Real
    Estate/Facilities and Corporate Strategic Sourcing
    departments; and
    generate estimated savings of approximately $1.8 million. 13




---



##### Table of Contents



policyIQ
  e-mail
  
    Finance and Accounting: accounting policies, financial reporting
    procedures, SEC regulations, bank account reconciliations,
    Sarbanes-Oxley Section 302 certifications and 404
    documentation;
    Information Management: disaster recovery plans, help desk
    procedures, system how tos, system access
    request forms, change management documentation;
    Internal Audit: risk assessment, audit test plans, testing
    documentation, management action plans, audit committee charter
    and meeting minutes;
    Human Capital: employee handbook, benefits information and
    frequently asked questions, new hire and other employee forms,
    candidate or employee evaluations;
    Supply Chain: vendor qualification, procurement policies and
    procedures, executed contracts, transaction documentation; and
    Legal: Code of Conduct and other compliance documentation
    including employee sign-offs, safe harbor and privacy protective
    policies, ethics policies, contract templates and agreement
    repository.    
    A Fortune 1000 manufacturer of tools, diagnostics and equipment
    solutions requested help in developing a system to provide quick
    access to over 10,000 pages of policies and procedures,
    including Sarbanes documentation, to over 300 employees
    spread across the globe. policyIQ provided a tool to consolidate
    all of the required information in one location, thus improving
    efficiencies in time and effort required to share and update
    Sarbanes documentation. The companys external auditors
    were able to access the information without interrupting the
    local business units.
    A publicly traded manufacturing company needed a tool to help
    simplify its document review and approval processes as well as
    resolve issues with version control. The principal drivers were
    cost, ease of use, flexibility and reliability. The company
    launched policyIQ, worldwide, ahead of schedule.
    A consulting and software organization purchased policyIQ to
    help manage Sarbanes documentation. The conversion of its
    302-certification process to policyIQ and management of the
    testing rollover process in policyIQ have yielded significant
    time savings.  Operations
     14




---



##### Table of Contents



Business
    Development
    
    local initiatives focused on existing clients and target
    companies;
    national and international targeting efforts focused on
    multi-national companies;
    brand marketing activities; and
    national and local direct mail programs.       15




---



##### Table of Contents



Competition
    
    consulting firms;
    local, regional, national and international accounting firms;
    independent contractors;
    specialized divisions of traditional and Internet-based staffing
    firms; and
    the in-house resources of our clients.    Employees
    Available
    Information
  (714) 430-6400 http://www.resourcesglobal.com. Form 10-K. Form 10-K, Form 10-Q, Form 8-K
  Form 10-K, Form 10-Q, 8-K http://www.resourcesglobal.com.
  ITEM 1A.
    RISK
    FACTORS.  Form 10-K,
  We
    must provide our clients with highly qualified and experienced
    associates, and the loss of a significant number of our
    associates, or an inability to attract and retain new
    associates, could adversely affect our business and operating
    results.
   16




---



##### Table of Contents




    provide our associates with either full-time or flexible-time
    employment;
    obtain the type of challenging and high-quality projects that
    our associates seek;
    pay competitive compensation and provide competitive
    benefits; and
    provide our associates with flexibility as to hours worked and
    assignment of client engagements.    Decreased
    effectiveness of equity compensation could adversely affect our
    ability to attract and retain employees.
      The
    market for professional services is highly competitive, and if
    we are unable to compete effectively against our competitors,
    our business and operating results could be adversely
    affected.
    
    consulting firms;
    local, regional, national and international accounting firms;
    independent contractors;
    traditional and Internet-based staffing firms; and
    the in-house resources of our clients.   17




---



##### Table of Contents



An
    economic downturn or change in the use of outsourced
    professional services associates could adversely affect our
    business.
  project-by-project
      Our
    business depends upon our ability to secure new projects from
    clients and, therefore, we could be adversely affected if we
    fail to do so.
    We may
    be legally liable for damages resulting from the performance of
    projects by our associates or for our clients mistreatment
    of our associates.
      We may
    not be able to grow our business, manage our growth or sustain
    our current business.
   18




---



##### Table of Contents




    grow our client base;
    expand profitably into new cities;
    provide additional professional services offerings;
    hire qualified and experienced associates;
    maintain margins in the face of pricing pressures;
    manage costs; and
    maintain or grow revenues and increase other service offerings
    from existing clients.    The
    increase in our international activities will expose us to
    additional operational challenges that we might not otherwise
    face.
    
    difficulties in staffing and managing foreign offices as a
    result of, among other things, distance, language and cultural
    differences;
    less flexible labor laws and regulations;
    expenses associated with customizing our professional services
    for clients in foreign countries;
    foreign currency exchange rate fluctuations when we sell our
    professional services in denominations other than United
    States dollars;
    protectionist laws and business practices that favor local
    companies;
    political and economic instability in some international markets;
    multiple, conflicting and changing government laws and
    regulations;
    trade barriers;
    reduced protection for intellectual property rights in some
    countries; and
    potentially adverse tax consequences.  We
    have acquired, and may continue to acquire, companies, and these
    acquisitions could disrupt our business.
    
    diversion of managements attention from other business
    concerns;
    failure to integrate the acquired company with our existing
    business;
    failure to motivate, or loss of, key employees from either our
    existing business or the acquired business;
    potential impairment of relationships with our employees and
    clients; 19




---



##### Table of Contents




    additional operating expenses not offset by additional revenue;
    incurrence of significant non-recurring charges;
    incurrence of additional debt with restrictive covenants or
    other limitations;
    dilution of our stock as a result of issuing equity
    securities; and
    assumption of liabilities of the acquired company.  Our
    business could suffer if we lose the services of one or more key
    members of our management.
    Our
    quarterly financial results may be subject to significant
    fluctuations that may increase the volatility of our stock
    price.
    
    our ability to attract new clients and retain current clients;
    the mix of client projects;
    the announcement or introduction of new services by us or any of
    our competitors;
    the expansion of the professional services offered by us or any
    of our competitors into new locations both nationally and
    internationally;
    changes in the demand for our services by our clients;
    the entry of new competitors into any of our markets;
    the number of associates eligible for our offered benefits as
    the average length of employment with the Company increases;
    the amount of vacation hours used by associates or number of
    holidays in a quarter, particularly the day of the week on which
    they occur;
    changes in the pricing of our professional services or those of
    our competitors;
    variation in foreign exchange rates from one quarter to the next
    used to translate the financial results of our international
    operations;
    the amount and timing of operating costs and capital
    expenditures relating to management and expansion of our
    business;
    the timing of acquisitions and related costs, such as
    compensation charges that fluctuate based on the market price of
    our common stock; and
    the periodic fourth quarter consisting of 14 weeks, which
    occurred during the fiscal year ended May 31, 2008.   20




---



##### Table of Contents



If our
    internal control over financial reporting does not comply with
    the requirements of Sarbanes, our business and stock price could
    be adversely affected.
  Form 10-K.
      We may
    be subject to laws and regulations that impose difficult and
    costly compliance requirements and subject us to potential
    liability and the loss of clients.
      It may
    be difficult for a third party to acquire our Company, and this
    could depress our stock price.
   21




---



##### Table of Contents




    authorize our board of directors to establish one or more series
    of undesignated preferred stock, the terms of which can be
    determined by the board of directors at the time of issuance;
    divide our board of directors into three classes of directors,
    with each class serving a staggered three-year term. Because the
    classification of the board of directors generally increases the
    difficulty of replacing a majority of the directors, it may tend
    to discourage a third party from making a tender offer or
    otherwise attempting to obtain control of us and may make it
    difficult to change the composition of the board of directors;
    prohibit cumulative voting in the election of directors which,
    if not prohibited, could allow a minority stockholder holding a
    sufficient percentage of a class of shares to ensure the
    election of one or more directors;
    require that any action required or permitted to be taken by our
    stockholders must be effected at a duly called annual or special
    meeting of stockholders and may not be effected by any consent
    in writing;
    state that special meetings of our stockholders may be called
    only by the chairman of the board of directors, by our chief
    executive officer, by the board of directors after a resolution
    is adopted by a majority of the total number of authorized
    directors, or by the holders of not less than 10% of our
    outstanding voting stock;
    establish advance notice requirements for submitting nominations
    for election to the board of directors and for proposing matters
    that can be acted upon by stockholders at a meeting;
    provide that certain provisions of our certificate of
    incorporation can be amended only by supermajority vote of the
    outstanding shares and that our bylaws can be amended only by
    supermajority vote of the outstanding shares of our board of
    directors;
    allow our directors, not our stockholders, to fill vacancies on
    our board of directors; and
    provide that the authorized number of directors may be changed
    only by resolution of the board of directors.  Stockholders Equity Form 10-K.
  Beginning
    with the first quarter of fiscal 2007 we were required to
    recognize compensation expense related to employee stock options
    and our employee stock purchase plan. There is no assurance that
    the expense that we are required to recognize measures
    accurately the value of our share-based payment awards, and the
    recognition of this expense could cause the trading price of our
    common stock to decline.
   22




---



##### Table of Contents



We may
    be unable to adequately protect our intellectual property
    rights, including our brand name. If we fail to adequately
    protect our intellectual property rights, the value of such
    rights may diminish and our results of operations and financial
    condition may be adversely affected.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.   23




---



##### Table of Contents



ITEM 2.
    PROPERTIES.    Birmingham, Alabama

Honolulu, Hawaii

Charlotte, North CarolinaPhoenix, Arizona

Boise, Idaho

Raleigh, North CarolinaCosta Mesa, California

Chicago, Illinois

Cincinnati, OhioIrvine, California

Downers Grove, Illinois

Cleveland, OhioLos Angeles, California

Glenview, Illinois

Columbus, OhioSacramento, California

Indianapolis, Indiana

Tulsa, OklahomaSanta Clara, California

Louisville, Kentucky

Portland, OregonSan Diego, California

Baltimore, Maryland

Philadelphia, PennsylvaniaSan Francisco, California

Boston, Massachusetts

Pittsburgh, PennsylvaniaWalnut Creek, California

Detroit, Michigan

Nashville, TennesseeWoodland Hills, California

Minneapolis, Minnesota

Austin, TexasDenver, Colorado

Kansas City, Missouri

Dallas, TexasHartford, Connecticut

St. Louis, Missouri

Fort Worth, TexasStamford, Connecticut

Las Vegas, Nevada

Houston, TexasJacksonville, Florida

Parsippany, New Jersey

San Antonio, TexasOrlando, Florida

Princeton, New Jersey

Richmond, VirginiaPlantation, Florida

Long Island, New York

Seattle, WashingtonTampa, Florida

New York, New York

Milwaukee, WisconsinAtlanta, Georgia



Washington, D.C. (McLean, Virginia)     Melbourne, Australia
    Sydney, Australia
    Brussels, Belgium
    Calgary, Canada
    Montreal, Canada
    Toronto, Canada
    Copenhagen, Denmark
    Paris, France
    Frankfurt, Germany
    Bangalore, India
    Mumbai, India
    Dublin, Ireland

Milan, Italy
    Nagoya, Japan
    Tokyo, Japan
    Luxembourg
    Mexico City, Mexico
    Tijuana, Mexico
    Maastricht, Netherlands
    Amsterdam (Utrecht),
    Netherlands
    Zaltbommel, Netherlands

Oslo, Norway
    Beijing, Peoples Republic of China
    Hong Kong, Peoples Republic of China
    Shanghai, Peoples Republic of China Singapore
    Stockholm, Sweden
    Taipei, Taiwan
    Birmingham, United Kingdom
    Cheadle, United Kingdom
    Edinburgh, United Kingdom
    Leicester, United Kingdom
    London, United Kingdom     ITEM 3.
    LEGAL
    PROCEEDINGS.    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.   24




---



##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.  Price
    Range of Common Stock
      Price Range ofCommon StockHigh


LowFiscal 2008:First Quarter

$
35.42


$
29.98Second Quarter

$
31.67


$
20.12Third Quarter

$
20.85


$
15.95Fourth Quarter

$
21.74


$
15.41Fiscal 2007:First Quarter

$
25.85


$
22.43Second Quarter

$
30.18


$
23.57Third Quarter

$
34.16


$
27.42Fourth Quarter

$
34.36


$
29.85   Dividend
    Policy
    Issuances
    of Unregistered Securities
   25




---



##### Table of Contents



Issuer
    Purchases of Equity Securities
    Approximate DollarTotal Number of


Value of SharesShares Purchased as


that May Yet beTotal Number





Part of Publicly


Purchasedof Shares


Average Price


Announced


Under thePeriod

Purchased


Paid per Share


Program


ProgramFebruary 24, 2008  March 22, 2008





$







$
68,920,838March 23, 2008  April 19, 2008


588,000


$
18.29



588,000


$
58,167,852April 20, 2008  May 31, 2008


517,000


$
19.79



517,000


$
47,934,462Total February 24, 2008  May 31, 2008


1,105,000


$
18.99



1,105,000


$
47,934,462  26




---



##### Table of Contents



Performance
    Graph
    The information contained in the performance graph shall not
    be deemed to be soliciting material or to be
    filed with the SEC, nor shall such information be
    incorporated by reference into any future filing under the
    Securities Act of 1933 or the Securities Exchange Act of 1934,
    except to the extent that the Company specifically incorporates
    it by reference into such filing.
  COMPARISON
    OF 5-YEAR CUMULATIVE TOTAL RETURN
    AMONG RESOURCES CONNECTION,
    RUSSELL 2000 AND SIC CODE INDEX
  
  ASSUMES
    $100 INVESTED ON MAY 30, 2003
    ASSUMES DIVIDENDS REINVESTED
  Fiscal Year EndingCompany/Index/Market


5/30/2003


5/28/2004


5/28/2005


5/27/2006


5/26/2007


5/31/2008Resources Connection Inc.



100.00




190.52




178.10




227.98




288.42




195.09Management Consulting Services (SIC 8742)



100.00




131.53




124.44




154.01




199.36




192.08Russell 2000 Index



100.00




129.41




140.44




164.29




192.10




166.66Computer Related Services, NEC (SIC 7379)



100.00




164.15




141.92




162.93




213.46




249.40Accounting & Bookkeeping Services (SIC 8721)



100.00




122.31




95.88




121.36




136.95




120.57  27




---



##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA.  Form 10-K. Form 10-K.
  Years EndedMay 31,


May 26,


May 27,


May 28,


May 29,2008


2007


2006


2005


2004(In thousands, except net income per common share and other
    data)Consolidated Statements of Income Data:Revenue

$
840,285


$
735,891


$
633,843


$
537,636


$
328,333Direct cost of services


518,413



447,363



384,429



324,642



199,870Gross profit


321,872



288,528



249,414



212,994



128,463Selling, general and administrative expenses


227,853



191,590



149,736



116,402



84,301Amortization of intangible assets


1,114



1,472



1,740



1,743



1,716Depreciation expense


8,452



6,122



2,958



2,191



1,907Income from operations


84,453



89,344



94,980



92,658



40,539Interest income


(5,603
)


(8,939
)


(5,015
)


(2,128
)


(593
)Income before provision for income taxes


90,056



98,283



99,995



94,786



41,132Provision for income taxes


40,871



43,518



39,398



38,730



16,798Net income

$
49,185


$
54,765


$
60,597


$
56,056


$
24,334Net income per common share:Basic

$
1.06


$
1.13


$
1.26


$
1.19


$
0.53Diluted

$
1.03


$
1.08


$
1.17


$
1.11


$
0.50Weighted average common shares outstanding:Basic


46,545



48,353



48,054



47,074



45,984Diluted


47,934



50,644



51,676



50,484



48,780Other Data:Number of offices open at end of period


89



84



78



65



64Total number of associates on assignment at end of period


3,490



3,276



2,857



2,639



2,086Cash dividends paid (in thousands)

$
60,652


$



$



$



$
   28




---



##### Table of Contents



May 31,


May 26,


May 27,


May 28,


May 29,2008


2007


2006


2005


2004(Amounts in thousands)Consolidated Balance Sheet Data:Cash, cash equivalents, short-term investments and U.S.
    government agency securities

$
106,814


$
223,095


$
185,439


$
134,741


$
68,126Working capital


157,766



207,647



161,114



122,304



76,815Total assets


410,502



464,461



398,611



320,142



226,263Stockholders equity


305,888



363,299



317,436



248,367



180,334   ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.  Form 10-K.
  Overview
    
    finance and accounting services, such as mergers and
    acquisitions due diligence, initial public offering assistance
    and assistance in the preparation or restatement of financial
    statements, financial analyses (e.g., product costing and margin
    analyses), corporate reorganizations, budgeting and forecasting,
    audit preparation, public-entity reporting and tax-related
    projects;
    information management services, such as financial
    system/enterprise resource planning implementation and post
    implementation optimization;
    human capital services, such as change management and
    compensation program design and implementation;
    risk management and internal audit services (provided via our
    subsidiary Resources Audit Solutions or RAS),
    including governance, risk management, compliance reviews,
    internal audit co-sourcing and assisting clients with their
    compliance efforts under Sarbanes or other regulatory guidelines;
    supply chain management (SCM) services, such as
    leading strategic sourcing efforts, contracts negotiation and
    purchasing strategy;
    actuarial services, such as for pension and life insurance
    companies; and
    legal services, such as providing attorneys, paralegals and
    contract managers to assist clients (including law firms) with
    initiative or project-based or peak period needs.   29




---



##### Table of Contents



Number of United States

Number of InternationalFiscal Year


Offices Opened

Offices Opened

Establishment of Service Offering1997


Nine



Finance and accounting1998


Nine1999


Ten



Information management2000


Four

Three

Human capital2001


Nine

One2002


Two2003


Six

One

Resources Audit Solutions; Supply chain 
    management 
    (via acquisition)2004


Two opened; two consolidation closures

Seven opened via acquisition; one organic2005


Two opened; two consolidation closures

One opened via acquisition; two organic

Legal2006


Three

Two opened via acquisition; eight organic2007


One

Eight organic opened; three consolidation closures2008


Four opened, one consolidation closure

One organic opened, three opened via acquisition, two
    consolidation closures              30




---



##### Table of Contents



Critical
    Accounting Policies
      Valuation of long-lived assets
  Allowance for doubtful accounts
  Income taxes
 31




---



##### Table of Contents



Revenue recognition
  Stock-based compensation
      Year Ended

Year EndedMay 31,

May 26,2008

2007Expected volatility

39.9%

39.9% - 48.5%Risk-free interest rate

2.61% - 4.92%

4.54% - 5.11%Expected dividends

0.0%

0.0%Expected life

5.23 years

5.23 years - 6.25 years      32




---



##### Table of Contents



Results
    of Operations
    For the Years EndedMay 31,


May 26,


May 27,2008


2007


2006(Amounts in thousands)Revenue

$
840,285


$
735,891


$
633,843Direct cost of services


518,413



447,363



384,429Gross profit


321,872



288,528



249,414Selling, general and administrative expenses


227,853



191,590



149,736Amortization of intangible assets


1,114



1,472



1,740Depreciation expense


8,452



6,122



2,958Income from operations


84,453



89,344



94,980Interest income


(5,603
)


(8,939
)


(5,015
)Income before provision for income taxes


90,056



98,283



99,995Provision for income taxes


40,871



43,518



39,398Net income

$
49,185


$
54,765


$
60,597     2008


2007


2006Revenue


100.0
%


100.0
%


100.0
%Direct cost of services


61.7



60.8



60.7Gross profit


38.3



39.2



39.3Selling, general and administrative expenses


27.1



26.0



23.6Amortization of intangible assets


0.1



0.2



0.3Depreciation expense


1.0



0.8



0.4Income from operations


10.1



12.2



15.0Interest income


(0.7
)


(1.2
)


(0.8
)Income before provision for income taxes


10.8



13.4



15.8Provision for income taxes


4.9



5.9



6.2Net income


5.9
%


7.5
%


9.6
%   Year
    Ended May 31, 2008 Compared to Year Ended May 26,
    2007
    Revenue.
 33




---



##### Table of Contents



Revenue for the Year Ended





% of TotalMay 31,


May 26,


%


May 31,


May 26,2008


2007


Change


2008


2007North America

$
627,914


$
571,239



9.9
%


74.7
%


77.6
%Europe


171,728



131,316



30.8
%


20.4
%


17.9
%Asia Pacific


40,643



33,336



21.9
%


4.9
%


4.5
%Total

$
840,285


$
735,891



14.2
%


100.0
%


100.0
%     Direct Cost of Services.
    Selling, General and Administrative
    Expenses.
  Amortization and Depreciation
    Expense.
 34




---



##### Table of Contents



Interest Income.
    Income Taxes.
  stock-based
   35




---



##### Table of Contents



Year
    Ended May 26, 2007 Compared to Year Ended May 27,
    2006
    Revenue.
      Revenue for the Year Ended





% of TotalMay 26,


May 27,


%


May 26,


May 27,2007


2006


Change


2007


2006North America

$
571,239


$
507,605



12.5
%


77.6
%


80.1
%Europe


131,316



107,556



22.1
%


17.9
%


17.0
%Asia Pacific


33,336



18,682



78.4
%


4.5
%


2.9
%Total

$
735,891


$
633,843



16.1
%


100.0
%


100.0
%     Direct Cost of Services.
  Selling, General and Administrative
    Expenses.
 36




---



##### Table of Contents



Amortization and Depreciation
    Expense.
    Interest Income.
  Income Taxes.
   37




---



##### Table of Contents



Quarterly
    Results
    Quarters EndedMay 31,


Feb. 23,


Nov. 24,


Aug. 25,


May 26,


Feb. 24,


Nov. 25,


Aug. 26,2008(2)


2008


2007


2007


2007


2007


2006


2006(In thousands, except net income per common share)CONSOLIDATED STATEMENTS OF INCOME DATA(unaudited):Revenue

$
236,724


$
202,803


$
206,638


$
194,120


$
200,516


$
187,464


$
182,804


$
165,107Direct cost of services


143,505



127,252



127,025



120,631



121,354



115,938



110,152



99,919Gross profit


93,219



75,551



79,613



73,489



79,162



71,526



72,652



65,188Selling, general and administrative expenses


61,792



57,518



55,514



53,029



51,557



48,577



46,658



44,798Amortization of intangible assets


565



211



84



254



392



318



344



418Depreciation expense


2,370



2,200



2,007



1,875



1,759



1,563



1,444



1,356Income from operations


28,492



15,622



22,008



18,331



25,454



21,068



24,206



18,616Interest income


(480
)


(952
)


(1,629
)


(2,542
)


(2,616
)


(2,401
)


(2,013
)


(1,909
)Income before provision for income taxes


28,972



16,574



23,637



20,873



28,070



23,469



26,219



20,525Provision for income taxes


13,070



7,909



10,601



9,291



12,012



10,370



11,562



9,574Net income

$
15,902


$
8,665


$
13,036


$
11,582


$
16,058


$
13,099


$
14,657


$
10,951Net income per common share(1):Basic

$
0.35


$
0.19


$
0.28


$
0.24


$
0.33


$
0.27


$
0.30


$
0.23Diluted

$
0.35


$
0.19


$
0.27


$
0.23


$
0.32


$
0.26


$
0.29


$
0.22     (1)
    
    Net income per common share calculations for each of the
    quarters were based upon the weighted average number of shares
    outstanding for each period, and the sum of the quarters may not
    necessarily be equal to the full year net income per common
    share amount.(2)
    
    Comprised of fourteen weeks. All other quarters presented
    comprised thirteen weeks.    Liquidity
    and Capital Resources
   38




---



##### Table of Contents



Payments Due by PeriodLess than








More thanContractual Obligations

Total


1 Year


1-3 Years


3-5 Years


5 Years(Amounts in thousands)Operating lease obligations

$
53,427


$
14,796


$
22,522


$
10,103


$
6,006Purchase obligations

$
2,852


$
2,417


$
435


$



$
          39




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Recent
    Accounting Pronouncements
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Interest Rate Risk.
  Foreign Currency Exchange Rate Risk. non-U.S. based
  non-United non-United
   40




---



##### 



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA.  RESOURCES
    CONNECTION, INC.
  FINANCIAL
    STATEMENTS
   
 PageReport of Independent Registered Public
    Accounting Firm


42Consolidated Balance Sheets as of May 31,
    2008 and May 26, 2007


43Consolidated Statements of Income for each of the
    three years in the period ended May 31, 2008


44Consolidated Statements of Stockholders
    Equity and Comprehensive Income for each of the three years in
    the period ended May 31, 2008


45Consolidated Statements of Cash Flows for each of
    the three years in the period ended May 31, 2008


46Notes to Consolidated Financial Statements


47   41




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     Internal Control  Integrated Framework Controls and Procedures
        
    42




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.



CONSOLIDATED
    BALANCE SHEETS  May 31,


May 26,2008


2007(Amounts in thousands, except par value per share)ASSETSCurrent assets:Cash and cash equivalents

$
80,814


$
121,095Short-term investments


26,000



55,000Trade accounts receivable, net of allowance for doubtful
    accounts of $3,976 and $4,588 as of May 31, 2008 and
    May 26, 2007, respectively


126,669



105,146Prepaid expenses and other current assets


6,075



5,966Prepaid income taxes


530



Deferred income taxes


9,102



8,123Total current assets


249,190



295,330U.S. Government agency securities






47,000Goodwill


107,761



83,263Intangible assets, net


7,644



654Property and equipment, net


39,901



35,347Deferred income taxes


4,685



2,068Other assets


1,321



799Total assets

$
410,502


$
464,461LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$
19,315


$
16,850Accrued salaries and related obligations


64,174



60,407Income taxes payable and other liabilities


7,935



10,426Total current liabilities


91,424



87,683Other long-term liabilities


7,269



6,301Deferred income taxes


5,921



7,178Total liabilities


104,614



101,162Commitments and contingencies (Note 13)Stockholders equity:Preferred stock, $0.01 par value, 5,000 shares
    authorized; zero shares issued and outstandingCommon stock, $0.01 par value, 70,000 shares
    authorized; 52,294 and 50,731 shares issued, and 44,654 and
    47,777 shares outstanding as of May 31, 2008 and
    May 26, 2007, respectively


523



507Additional paid-in capital


249,033



199,741Accumulated other comprehensive gains


8,534



2,629Retained earnings


230,505



242,628Treasury stock at cost, 7,640 and 2,954 shares at
    May 31, 2008 and May 26, 2007, respectively


(182,707
)


(82,206
)Total stockholders equity


305,888



363,299Total liabilities and stockholders equity

$
410,502


$
464,461    43




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.



CONSOLIDATED
    STATEMENTS OF INCOME  For the Years EndedMay 31,


May 26,


May 27,2008


2007


2006(Amounts in thousands, except net income per common share)Revenue

$
840,285


$
735,891


$
633,843Direct cost of services


518,413



447,363



384,429Gross profit


321,872



288,528



249,414Selling, general and administrative expenses


227,853



191,590



149,736Amortization of intangible assets


1,114



1,472



1,740Depreciation expense


8,452



6,122



2,958Income from operations


84,453



89,344



94,980Interest income


(5,603
)


(8,939
)


(5,015
)Income before provision for income taxes


90,056



98,283



99,995Provision for income taxes


40,871



43,518



39,398Net income

$
49,185


$
54,765


$
60,597Net income per common shareBasic

$
1.06


$
1.13


$
1.26Diluted

$
1.03


$
1.08


$
1.17Weighted average common shares outstandingBasic


46,545



48,353



48,054Diluted


47,934



50,644



51,676      44




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.



CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE
    INCOME  AccumulatedAdditional


Deferred








Other





TotalCommon Stock


Paid-in


Stock


Treasury Stock


Comprehensive


Retained


StockholdersShares


Amount


Capital


Compensation


Shares


Amount


Gain


Earnings


Equity(Amounts in thousands)Balances as of May 28, 2005


47,968


$
479


$
125,271


$




564


$
(5,281
)

$
632


$
127,266


$
248,367Exercise of stock options


1,365



14



15,452























15,466Tax benefit from employee stock option plans










7,384























7,384Issuance of common stock under Employee Stock Purchase Plan


169



2



3,360























3,362Repurchase of treasury stock


















685



(18,112
)










(18,112
)Issuance of restricted stock


25







599



(599
)


















Amortization of deferred stock compensation














120



















120Comprehensive Income:Currency translation adjustment


























252







252Net income for the year ended May 27, 2006






























60,597



60,597Total comprehensive income


































60,849Balances as of May 27, 2006


49,527



495



152,066



(479
)


1,249



(23,393
)


884



187,863



317,436Exercise of stock options


1,221



12



15,266























15,278Stock-based compensation expense related to employee stock
    options and employee stock purchases










20,107























20,107Tax benefit from employee stock option plans










6,763























6,763Issuance of common stock under Employee Stock Purchase Plan


273



3



5,747























5,750Reclassification of deferred stock compensation










(479
)


479



















Issuance of treasury stock for Nordic Spring transaction










572







(65
)


948











1,520Repurchase of treasury stock


















2,060



(60,065
)










(60,065
)Cancellation of treasury stock


(290
)


(3
)


(301
)






(290
)


304











Comprehensive Income:Currency translation adjustment


























1,745







1,745Net income for the year ended May 26, 2007






























54,765



54,765Total comprehensive income


































56,510Balances as of May 26, 2007


50,731



507



199,741







2,954



(82,206
)


2,629



242,628



363,299Exercise of stock options


1,168



12



14,497























14,509Stock-based compensation expense related to employee stock
    options and employee stock purchases










22,386























22,386Tax benefit from employee stock option plans










3,911























3,911Issuance of common stock under Employee Stock Purchase Plan


405



4



7,910























7,914Issuance of treasury stock for Compliance Solutions (UK) Ltd.
    transaction










777







(67
)


1,375











2,152Repurchase of treasury stock


















4,763



(102,065
)










(102,065
)Cancellation of treasury stock


(10
)






(189
)






(10
)


189











Cash dividends $1.25 per share






























(60,652
)


(60,652
)Cumulative impact from adoption of FASB Interpretation
    No. 48






























(656
)


(656
)Comprehensive Income:Currency translation adjustment


























5,905







5,905Net income for the year ended May 31, 2008






























49,185



49,185Total comprehensive income


































55,090Balances as of May 31, 2008


52,294


$
523


$
249,033


$




7,640


$
(182,707
)

$
8,534


$
230,505


$
305,888    45




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  For the Years EndedMay 31,


May 26,


May 27,2008


2007


2006(Amounts in thousands)Cash flows from operating activities:Net income

$
49,185


$
54,765


$
60,597Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


9,566



7,594



4,698Stock-based compensation expense related to employee stock
    options and employee stock purchases


22,386



20,107



Excess tax benefits from stock-based compensation


(2,331
)


(3,607
)


Amortization of deferred stock compensation










120Bad debt expense


738







865Tax benefit from exercise of stock options










7,384Deferred income tax benefit


(7,242
)


(4,472
)


(1,125
)Changes in operating assets and liabilities, net of effect of
    acquisitions:Trade accounts receivable


(13,234
)


(13,118
)


(10,185
)Prepaid expenses and other current assets


701



(1,033
)


(1,379
)Income taxes payable


(3,910
)


13,135



Other assets


(853
)


(106
)


2,563Accounts payable and accrued expenses


(1,847
)


1,799



(3,828
)Accrued salaries and related obligations


1,105



10,545



10,048Other liabilities


3,150



2,538



1,419Net cash provided by operating activities


57,414



88,147



71,177Cash flows from investing activities:Redemption of long-term investments


55,000



37,000



5,000Purchase of long-term investments


(14,000
)


(80,000
)


(60,000
)Redemption of short-term investments


79,000



38,000



84,000Purchase of short-term investments


(44,000
)






(30,000
)Business acquisitions, net of cash acquired


(27,569
)


(1,261
)


(265
)Purchases of property and equipment


(11,333
)


(14,551
)


(20,753
)Net cash provided by (used in) investing activities


37,098



(20,812
)


(22,018
)Cash flows from financing activities:Proceeds from exercise of stock options


14,509



15,278



15,466Proceeds from issuance of common stock under Employee Stock
    Purchase Plan


7,914



5,750



3,362Purchase of common stock


(102,065
)


(60,065
)


(18,112
)Excess tax benefits from stock-based compensation


2,331



3,607



Cash dividends paid


(60,652
)






Net cash (used in) provided by financing activities


(137,963
)


(35,430
)


716Effect of exchange rate changes on cash


3,170



751



(177
)Net (decrease) increase in cash


(40,281
)


32,656



49,698Cash and cash equivalents at beginning of period


121,095



88,439



38,741Cash and cash equivalents at end of period

$
80,814


$
121,095


$
88,439    46




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  1.
    Description
    of the Company and its Business      2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation and Principles of Consolidation
    Revenue
    Recognition
    Client
    Reimbursements of
    Out-of-Pocket
    Expenses
  No. 01-14, Out-of-Pocket out-of-pocket
  Foreign
    Currency Translation
    Per
    Share Information
   47




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2008


2007


2006Net income

$
49,185


$
54,765


$
60,597Basic:Weighted average shares


46,545



48,353



48,054Diluted:Weighted average shares


46,545



48,353



48,054Potentially dilutive shares


1,389



2,291



3,622Total dilutive shares


47,934



50,644



51,676Net income per share:Basic

$
1.06


$
1.13


$
1.26Diluted

$
1.03


$
1.08


$
1.17     Cash
    and Cash Equivalents
    Short
    and Long-Term Investments
     48




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of May 31, 2008


As of May 26, 2007Gross








GrossUnrealized








UnrealizedHolding


Fair





Holding


FairCost


Gain (Loss)


Value


Cost


Gain (Loss)


ValueU.S. Government agency bonds

$
20,000


$
(82
)

$
19,918


$
102,000


$
(158
)

$
101,842Commercial paper

$
6,000


$
(33
)

$
5,967


$



$



$
   Allowance
    for Doubtful Accounts
      Beginning


Charged to





EndingBalance


Operations


Write-offs


BalanceYears Ended:May 27, 2006

$
5,268


$
865


$
(967
)

$
5,166May 26, 2007

$
5,166


$



$
(578
)

$
4,588May 31, 2008

$
4,588


$
738


$
(1,350
)

$
3,976   Prepaid
    Expenses and Other Current Assets
    Property
    and Equipment
    Building

30 yearsFurniture

5 to 10 yearsLeasehold improvements

Lesser of useful life of asset or term of leaseComputer, equipment and software

3 to 5 years      49




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Intangible
    Assets and Goodwill
    Note 5- Intangible
    Assets and Goodwill
  Stock-Based
    Compensation
        Stock Based Compensation Plans
 50




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Taxes
    Recent
    Accounting Pronouncements
        instrument-by-instrument
   51




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Use of
    Estimates
    3.
    Acquisitions           52




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        4.
    Property
    and Equipment    As of May 31,


As of May 26,2008


2007Building and land

$
12,739


$
10,870Computers, equipment and software


17,083



13,600Leasehold improvements


22,236



16,563Furniture


9,741



7,89261,799



48,925Less accumulated depreciation and amortization


(21,898
)


(13,578
)$
39,901


$
35,347  53




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Intangible
    Assets and Goodwill    As of May 31, 2008


As of May 26, 2007Accumulated








AccumulatedGross


Amortization


Net


Gross


Amortization


NetCustomer relationships (2-7 years)

$
12,735


$
(5,761
)

$
6,974


$
5,248


$
(4,942
)

$
306Associate and customer database
    (1-5 years)


2,366



(1,778
)


588



1,766



(1,513
)


253Non-compete agreements
    (1-4 years)


819



(819
)






802



(789
)


13Developed technology (3 years)


520



(520
)






520



(520
)


Trade name and trademark (indefinite life)


82







82



82







82Total

$
16,522


$
(8,878
)

$
7,644


$
8,418


$
(7,764
)

$
654       Goodwill, as of May 26, 2007

$
83,263Acquisitions


23,022Impact of foreign currency exchange rate changes


1,476Goodwill, as of May 31, 2008

$
107,761  54




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Income
    Taxes    For the Years EndedMay 31,


May 26,


May 27,2008


2007


2006CurrentFederal

$
33,277


$
35,730


$
29,462State


8,245



7,709



7,115Foreign


6,384



4,577



3,94647,906



48,016



40,523DeferredFederal


(3,560
)


(3,147
)


(197
)State


(697
)


(622
)


(51
)Foreign


(2,778
)


(729
)


(877
)(7,035
)


(4,498
)


(1,125
)$
40,871


$
43,518


$
39,398     For the Years EndedMay 31,


May 26,


May 27,2008


2007


2006Domestic

$
79,958


$
86,837


$
90,374Foreign


10,098



11,446



9,621$
90,056


$
98,283


$
99,995     For the Years EndedMay 31,


May 26,


May 27,2008


2007


2006Statutory tax rate


35.0
%


35.0
%


35.0
%State taxes, net of federal benefit


5.3
%


4.7
%


4.6
%Stock options


3.9
%


3.9
%


Other, net


1.2
%


0.7
%


(0.2
)%Effective tax rate


45.4
%


44.3
%


39.4
%    55




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    May 31,


May 26,2008


2007Deferred tax assets:Allowance for doubtful accounts

$
1,797


$
1,910Accrued compensation


4,584



3,374Accrued expenses


2,469



2,160Stock options and restricted stock


6,119



2,789Tax credits


6



37Net operating losses


4,557



1,971State taxes


375



643Property and equipment


1,656



52321,563



13,407Deferred tax liabilities:Goodwill and intangibles


(13,697
)


(10,394
)(13,697
)


(10,394
)Net deferred tax asset

$
7,866


$
3,013              56




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Unrecognized tax benefits at May 27, 2007

$
656Gross increases-tax positions in prior period


37Gross decreases-tax positions in prior periods


Gross increases-current period tax positions


83Settlements


Lapse of statute of limitations


Unrecognized tax benefits at May 31, 2008

$
776         7.
    Accrued
    Salaries and Related Obligations    May 31,


May 26,2008


2007Accrued salaries and related obligations

$
21,562


$
24,937Accrued bonuses


26,669



23,620Accrued vacation


15,943



11,850$
64,174


$
60,407   8.
    Revolving
    Credit Agreement   57




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Concentrations
    of Credit Risk      10.
    Stockholders
    Equity           58




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Benefit
    Plan    12.
    Supplemental
    Disclosure of Cash Flow Information    Years EndedMay 31,


May 26,


May 27,2008


2007


2006Income taxes paid

$
50,267


$
34,829


$
35,723Non-cash investing and financing activities:Acquisition of Compliance Solutions (2008) and Nordic
    Spring (2007):Issuance of common stock

$
2,152


$
1,520


$
Issuance of restricted stock

$



$



$
599   13.
    Commitments
    and Contingencies  Lease
    Commitments and Purchase Obligations
    Operating


PurchaseYears Ending:

Leases


ObligationsMay 30, 2009

$
14,796


$
2,417May 29, 2010


12,677



435May 28, 2011


9,845



May 26, 2012


5,992



May 31, 2013


4,111



Thereafter


6,006



Total

$
53,427


$
2,852      59




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Employment
    Agreements
    Legal
    Proceedings
    14.
    Stock
    Based Compensation Plans  2004
    Performance Incentive Plan
           60




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Number of


WeightedOptions


Shares


AverageAvailable


Under


Exercisefor Grant


Option


PriceOptions outstanding at May 28, 2005


3,122



8,623


$
14.37Granted, at fair market value


(2,056
)


2,056


$
26.95Exercised






(1,365
)

$
11.32Forfeited


441



(441
)

$
18.91Options outstanding at May 27, 2006


1,507



8,873


$
17.52Granted, at fair market value


(2,052
)


2,052


$
30.89Additional options available for grant


1,500







Exercised






(1,200
)

$
12.62Forfeited


539



(539
)

$
22.11Options outstanding at May 26, 2007


1,494



9,186


$
20.88Granted, at fair market value


(1,264
)


1,264


$
20.14Exercised






(1,168
)

$
12.42Forfeited


810



(810
)

$
26.33Options outstanding at May 31, 2008


1,040



8,472


$
21.41     WeightedWeighted

AverageAverage

Remaining

AggregateNumber

Exercise

Life

IntrinsicOutstanding

Price

(Years)

ValueOutstanding


8,472


$
21.41



6.98


$
27,978Exercisable


4,967


$
18.31



5.83


$
24,836      61




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Employee
    Stock Purchase Plan
    Valuation
    and Expense Information under SFAS 123 (R)
      Year Ended


Year EndedMay 31, 2008


May 26, 2007Income before income taxes

$
(22,386
)

$
(20,107
)Net income

$
(17,726
)

$
(16,695
)Net income per share:Basic

$
(0.38
)

$
(0.35
)Diluted

$
(0.37
)

$
(0.31
)     Year Ended

Year EndedMay 31, 2008

May 26, 2007Expected volatility

39.9%

39.9% - 48.5%Risk-free interest rate

2.61% - 4.92%

4.54% - 5.11%Expected dividends

0.0%

0.0%Expected life

5.23 years

5.23 years - 6.25 years        62




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Pro
    Forma Information under SFAS 123 for Periods Prior to
    Fiscal 2007
    2006Net income, as reported

$
60,597Stock-based employee compensation expense, net of related tax
    effects


72Deduct: Total stock-based employee compensation expense
    determined under fair value based method for all awards, net of
    related tax effects


(12,115
)Pro forma net income

$
48,554Net income per share:Basic  as reported

$
1.26Basic  pro forma

$
1.01Diluted  as reported

$
1.17Diluted  pro forma

$
0.97     2006Weighted-average expected life

5 to
    61/4
    yearsAnnual dividend per share

NoneRisk-free interest rate

3.34% - 4.85%Expected volatility

49.4% - 50%   15.
    Segment
    Information and Enterprise Reporting    -Summary of Significant Accounting Policies
 63




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form 10-K.
  Revenue for the Years Ended


Long-Lived Assets as of(1)May 31, 2008


May 26, 2007


May 27, 2006


May 31, 2008


May 26, 2007United States

$
612,427


$
561,912


$
499,915


$
113,598


$
112,630The Netherlands


84,601



68,720



62,923



35,384



3,020Other


143,257



105,259



71,005



6,324



3,614Total

$
840,285


$
735,891


$
633,843


$
155,306


$
119,264     (1)
    
    Long-lived assets are comprised of goodwill, intangible assets,
    building and land, computers, equipment and software and
    furniture and leasehold improvements. 64




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(b) Rule 13a-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f)
        Changes
    in Internal Control Over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION.   65




---



##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  Executive
    Officers and Directors
      ITEM 11.
    EXECUTIVE
    COMPENSATION.    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.        Number of SecuritiesNumber of Securities





Remaining Available forto Be Issued Upon


Weighted Average


Future Issuance UnderExercise of Outstanding


Exercise Price of


Equity Compensation PlansOptions, Warrants


Outstanding Options,


(Excluding Securitiesand Rights


Warrants and Rights


Reflected in Column (a))(a)


(b)


(c)Equity compensation plans approved by security holders


8,472,237


$
21.41



1,946,977
(1)Equity compensation plans not approved by security holders(2)


20,920


$
6.00



     (1)
    
    Consists of 907,000 shares available for issuance under the
    Companys Employee Stock Purchase Plan and
    1,039,977 shares available for issuance under the
    Companys 2004 Performance Incentive Plan. Shares available
    under the 2004 Performance Incentive Plan generally may be used
    for any type of award authorized 66




---



##### Table of Contents



under that plan including stock options, restricted stock, stock
    bonuses, performance stock, stock units, phantom stock and other
    forms of awards granted or denominated in the Companys
    common stock.(2)
    
    Consists of stock options granted to one of the Companys
    consultants. The options are fully vested, have an exercise
    price equal to $6.00, and have an ordinary term that expires on
    December 13, 2010. The ordinary term of the options may
    expire earlier in connection with a change in control of the
    Company, and the number of shares subject to and exercise price
    of the options are subject to customary adjustments to reflect
    corporate transactions such as stock splits, recapitalizations,
    mergers or similar unusual or extraordinary corporate
    transactions.  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES.   PART IV  ITEM 15.
    EXHIBITS, FINANCIAL
    STATEMENT SCHEDULES.  Financial Statements
    Report of Independent Registered Public Accounting FirmConsolidated Balance Sheets as of May 31, 2008 and
    May 26, 2007Consolidated Statements of Income for each of the three years in
    the period ended May 31, 2008Consolidated Statements of Stockholders Equity and
    Comprehensive Income for each of the three years in the period
    ended May 31, 2008Consolidated Statements of Cash Flows for each of the three
    years in the period ended May 31, 2008Notes to Consolidated Financial Statements   Financial Statement Schedules
  Schedule II-Valuation
    Exhibits.
 67




---



##### Table of Contents



EXHIBITS TO
    FORM 10-K
  ExhibitNumber

Description of Document3
.1

Amended and Restated Certificate of Incorporation of Resources
    Connection, Inc. (incorporated by reference to Exhibit 10.2 to
    the Registrants Quarterly Report on Form 10-Q for the
    quarter ended November 30, 2004).3
.2

Amended and Restated Bylaws, as amended (incorporated by
    reference to Exhibit 3.2 to the Registrants Quarterly
    Report on Form 10-Q for the quarter ended February 29, 2008).4
.2

Stockholders Agreement, dated December 11, 2000, between
    Resources Connection, Inc. and certain stockholders of Resources
    Connection, Inc. (incorporated by reference to Exhibit 4.2 to
    the Registrants Amendment No. 7 to the Registrants
    Registration Statement on Form S-1 filed on December 12, 2000
    (File No. 333-45000)).4
.3

Specimen Stock Certificate (incorporated by reference to Exhibit
    4.3 to the Registrants Amendment No. 7 to the
    Registrants Registration Statement on Form S-1 filed on
    December 12, 2000 (File No. 333-45000)).4
.4

Rights Agreement, dated as of May 10, 2002, between Resources
    Connection, Inc. and American Stock Transfer & Trust
    Company, as Rights Agent (incorporated by reference to Exhibit 2
    to the Registrants Registration Statement on Form 8-A
    filed on May 29, 2002.)4
.5

Certificate of Designations of Junior Participating Preferred
    Stock of Resources Connection, Inc., dated as of May 24, 2002
    (incorporated by reference to Exhibit 3.1 to the
    Registrants Form 8-K filing of May 29, 2002).10
.1+

Resources Connection, Inc. 1998 Employee Stock Purchase Plan
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Registration Statement on Form S-1 filed on
    September 1, 2000 (File No. 333-45000)).10
.2+

Resources Connection, Inc. 1999 Long-Term Incentive Plan
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Registration Statement on Form S-1 filed on
    September 1, 2000 (File No. 333-45000)).10
.3+

Employment Agreement, dated April 1, 1999, between Resources
    Connection, Inc. and Stephen J. Giusto (incorporated by
    reference to Exhibit 10.4 to the Registrants Registration
    Statement on Form S-1 filed on September 1, 2000 (File No.
    333-4500010
.4+

Amended and Revised Employment Agreement, dated July 17, 2008,
    between Resources Connection, Inc. and Karen M. Ferguson
    (incorporated by reference to Exhibit 10.4 to the
    Registrants Form 8-K filing of July 21, 2008).10
.5+

Resources Connection, Inc. Employee Stock Purchase Plan
    (incorporated by reference to Exhibit 10.11 to Amendment No. 2
    to the Registrants Registration Statement on Form S-1
    filed on November 13, 2000 (File No. 333-45000)).10
.6

Agreement of Lease, dated October 23, 2000, between 500-512
    Seventh Avenue Limited Partnership and Resources Connection LLC
    (incorporated by reference to Exhibit 10.16 to the
    Registrants Registration Statement on Form S-1 filed on
    July 17, 2001 (File No. 333-65272)).10
.7

Lease, dated January 1, 2001, between One Town Center Associates
    and Resources Connection LLC (incorporated by reference to
    Exhibit 10.17 to the Registrants Registration Statement on
    Form S-1 filed on July 17, 2001 (File No. 333-65272)).10
.8

Loan Agreement, dated March 26, 2004 by and among Resources
    Connection, Inc., Resources Connection LLC and Bank of America,
    N.A. (incorporated by reference to Exhibit 10.18 to the
    Registrants Annual Report on Form 10-K for the year ended
    May 31, 2004).10
.9+

Amended and Restated Employment Agreement, dated June 1, 2008,
    between Resources Connection, Inc. and Donald B. Murray
    (incorporated by reference to Exhibit 10.2 to the
    Registrants  Form 8-K filing of June 3, 2008).10
.10+

Resources Connection, Inc. 2004 Performance Incentive Plan
    (incorporated by reference to Exhibit 10.20 to the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended November 30, 2006).10
.11+

Resources Connection, Inc. 2004 Performance Incentive Plan
    Nonqualified Stock Option Agreement (incorporated by reference
    to Exhibit 10.22 to the Registrants Quarterly Report on
    Form 10-Q for the quarter ended February 28, 2005).10
.12+

Resources Connection, Inc. 2004 Performance Incentive Plan
    Nonqualified Stock Option Agreement (Netherlands) (incorporated
    by reference to Exhibit 10.23 to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended February 28, 2005). 68




---



##### Table of Contents



ExhibitNumber

Description of Document10
.13+

Resources Connection, Inc. 2004 Performance Incentive Plan
    Incentive Stock Option Agreement (incorporated by reference to
    Exhibit 10.24 to the Registrants Quarterly Report on Form
    10-Q for the quarter ended February 28, 2005).10
.14

First Amendment to Lease, dated May 11, 2005, to Lease, dated
    January 1, 2001, between One Town Center Associates and RC
    Management Group, LLC. (incorporated by reference to Exhibit
    10.24 to the Registrants Annual Report on Form 10-K for
    the year ended May 31, 2005).10
.15

Amendment No. 1 to Loan Agreement, dated October 25, 2004 by and
    among Resources Connection, Inc., Resources Connection LLC and
    Bank of America, N.A. (incorporated by reference to Exhibit
    10.25 to the Registrants Quarterly Report on Form 10-Q for
    the quarter ended November 30, 2005).10
.16

Amendment No. 2 to Loan Agreement, dated December 9, 2005 by and
    among Resources Connection, Inc., Resources Connection LLC and
    Bank of America, N.A. (incorporated by reference to Exhibit
    10.26 to the Registrants Quarterly Report on Form 10-Q for
    the quarter ended November 30, 2005).10
.17

Amendment No. 3 to Loan Agreement, dated November 28, 2007 by
    and among Resources Connection, Inc., Resources Connection LLC
    and Bank of America, N.A. (incorporated by reference to Exhibit
    10.30 to the Registrants Quarterly Report on Form 10-Q for
    the quarter ended November 30, 2007)10
.18

Standard Offer, Agreement and Escrow Instructions for Purchase
    of Real Estate (incorporated by reference to Exhibit 10.27 to
    the Registrants Quarterly Report on Form 10-Q for the
    quarter ended November 30, 2005).10
.19+

Text of offer letter, dated April 14, 2005 between Anthony
    Cherbak and Resources Global Professionals (incorporated by
    reference to Exhibit 99.2 to the Registrants Form 8-K
    filing of July 15, 2005).10
.20+

Sample Restricted Stock Award Agreement (incorporated by
    reference to Exhibit 99.3 to the Registrants Form 8-K
    filing of July 15, 2005).10
.21+

Text of offer letter, dated November 6, 2007 between Nathan W.
    Franke and Resources Global Professionals (incorporated by
    reference to Exhibit 99.2 to the Companys Form 8-K filed
    with the SEC on November 8, 2007)10
.22+

Employment Agreement, dated June 1, 2008, between Resources
    Connection, Inc. and Thomas D. Christopoul (incorporated by
    reference to Exhibit 10.1 to the Registrants Form 8-K
    filing of June 3, 2008)10
.23

Employment Agreement, dated July 17, 2008, between Resources
    Connection, Inc. and Kate W. Duchene (incorporated by reference
    to Exhibit 10.1 to the Registrants Form 8-K filing of July
    21, 2008)10
.24

Employment Agreement, dated July 17, 2008, between Resources
    Connection, Inc. and Nathan W. Franke (incorporated by reference
    to Exhibit 10.2 to the Registrants Form 8-K filing of July
    21, 2008)10
.25

Employment Agreement, dated July 17, 2008, between Resources
    Connection, Inc. and Anthony Cherbak (incorporated by reference
    to Exhibit 10.3 to the Registrants Form 8-K filing of July
    21, 200810
.26

Form of Indemnification Agreement between the Registrant and
    each of its directors and executive officers.*21
.1

List of Subsidiaries.*23
.1

Consent of Independent Registered Public Accounting Firm.*31
.1

Rule 13a-14(a) Certification of Chief Executive Officer.*31
.2

Rule 13a-14(a) Certification of Chief Financial Officer.*32
.1

Rule 1350 Certification of Chief Executive Officer.*32
.2

Rule 1350 Certification of Chief Financial Officer.*     *
    
    Filed herewith+
    
    Indicates a management contract or compensatory plan or
    arrangement. 69




---



##### Table of Contents



SIGNATURES
  Pursuant to the requirements of Section 13 or 15(d) of
    the Securities Exchange Act of 1934, the Registrant has duly
    caused this Annual Report on
    Form 10-K
    to be signed on its behalf by the undersigned, thereunto duly
    authorized.
  Resources Connection, Inc.
  By:
    /s/  Nathan
    W. Franke   Chief Financial Officer
    Pursuant to the requirements of the Securities Exchange Act
    of 1934, this Annual Report on
    Form 10-K
    has been signed below by the following persons on behalf of the
    Registrant in the capacities and on the dates indicated.
  Signature

Title

Date/s/  Thomas
    ChristopoulThomas
    Christopoul

Chief Executive Officer,
    President and Director
    (Principal Executive Officer)

July 30, 2008/s/  Nathan
    W. FrankeNathan
    W. Franke

Chief Financial Officer and
    Executive Vice President
    (Principal Financial Officer and
    Principal Accounting Officer)

July 30, 2008/s/  Donald
    B. MurrayDonald
    B. Murray

Executive Chairman and Director

July 30, 2008/s/  Karen
    M. FergusonKaren
    M. Ferguson

Executive Vice President and Director

July 30, 2008/s/  Neil
    DimickNeil
    Dimick

Director

July 30, 2008/s/  Robert
    KistingerRobert
    Kistinger

Director

July 30, 2008/s/  A.
    Robert PisanoA.
    Robert Pisano

Director

July 30, 2008/s/  Anne
    ShihAnne
    Shih

Director

July 30, 2008/s/  Jolene
    Sykes SarkisJolene
    Sykes Sarkis

Director

July 30, 2008  70




---



##### Table of Contents



EXHIBIT INDEX
  EXHIBITS TO
    FORM 10-K
  ExhibitNumber

Description of Document3
.1

Amended and Restated Certificate of Incorporation of Resources
    Connection, Inc. (incorporated by reference to Exhibit 10.2
    to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended November 30, 2004).3
.2

Amended and Restated Bylaws, as amended (incorporated by
    reference to Exhibit 3.2 to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended February 29, 2008).4
.2

Stockholders Agreement, dated December 11, 2000, between
    Resources Connection, Inc. and certain stockholders of Resources
    Connection, Inc. (incorporated by reference to Exhibit 4.2
    to the Registrants Amendment No. 7 to the
    Registrants Registration Statement on
    Form S-1
    filed on December 12, 2000
    (File No. 333-45000)).4
.3

Specimen Stock Certificate (incorporated by reference to
    Exhibit 4.3 to the Registrants Amendment No. 7
    to the Registrants Registration Statement on
    Form S-1
    filed on December 12, 2000
    (File No. 333-45000)).4
.4

Rights Agreement, dated as of May 10, 2002, between
    Resources Connection, Inc. and American Stock
    Transfer & Trust Company, as Rights Agent
    (incorporated by reference to Exhibit 2 to the
    Registrants Registration Statement on
    Form 8-A
    filed on May 29, 2002.)4
.5

Certificate of Designations of Junior Participating Preferred
    Stock of Resources Connection, Inc., dated as of May 24,
    2002 (incorporated by reference to Exhibit 3.1 to the
    Registrants
    Form 8-K
    filing of May 29, 2002).10
.1+

Resources Connection, Inc. 1998 Employee Stock Purchase Plan
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Registration Statement on
    Form S-1
    filed on September 1, 2000
    (File No. 333-45000)).10
.2+

Resources Connection, Inc. 1999 Long-Term Incentive Plan
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Registration Statement on
    Form S-1
    filed on September 1, 2000 (File
    No. 333-45000)).10
.3+

Employment Agreement, dated April 1, 1999, between
    Resources Connection, Inc. and Stephen J. Giusto (incorporated
    by reference to Exhibit 10.4 to the Registrants
    Registration Statement on
    Form S-1
    filed on September 1, 2000 (File
    No. 333-4500010
.4+

Amended and Revised Employment Agreement, dated July 17,
    2008, between Resources Connection, Inc. and Karen M. Ferguson
    (incorporated by reference to Exhibit 10.4 to the
    Registrants
    Form 8-K
    filing of July 21, 2008).10
.5+

Resources Connection, Inc. Employee Stock Purchase Plan
    (incorporated by reference to Exhibit 10.11 to Amendment
    No. 2 to the Registrants Registration Statement on
    Form S-1
    filed on November 13, 2000 (File
    No. 333-45000)).10
.6

Agreement of Lease, dated October 23, 2000, between
    500-512
    Seventh Avenue Limited Partnership and Resources Connection LLC
    (incorporated by reference to Exhibit 10.16 to the
    Registrants Registration Statement on
    Form S-1
    filed on July 17, 2001 (File
    No. 333-65272)).10
.7

Lease, dated January 1, 2001, between One Town Center
    Associates and Resources Connection LLC (incorporated by
    reference to Exhibit 10.17 to the Registrants
    Registration Statement on
    Form S-1
    filed on July 17, 2001 (File
    No. 333-65272)).10
.8

Loan Agreement, dated March 26, 2004 by and among Resources
    Connection, Inc., Resources Connection LLC and Bank of America,
    N.A. (incorporated by reference to Exhibit 10.18 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended May 31, 2004).10
.9+

Amended and Restated Employment Agreement, dated June 1,
    2008, between Resources Connection, Inc. and Donald B. Murray
    (incorporated by reference to Exhibit 10.2 to the
    Registrants
    Form 8-K
    filing of June 3, 2008).10
.10+

Resources Connection, Inc. 2004 Performance Incentive Plan
    (incorporated by reference to Exhibit 10.20 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended November 30, 2006).10
.11+

Resources Connection, Inc. 2004 Performance Incentive Plan
    Nonqualified Stock Option Agreement (incorporated by reference
    to Exhibit 10.22 to the Registrants Quarterly Report
    on
    Form 10-Q
    for the quarter ended February 28, 2005).10
.12+

Resources Connection, Inc. 2004 Performance Incentive Plan
    Nonqualified Stock Option Agreement (Netherlands) (incorporated
    by reference to Exhibit 10.23 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended February 28, 2005).




---



##### Table of Contents



ExhibitNumber

Description of Document10
.13+

Resources Connection, Inc. 2004 Performance Incentive Plan
    Incentive Stock Option Agreement (incorporated by reference to
    Exhibit 10.24 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended February 28, 2005).10
.14

First Amendment to Lease, dated May 11, 2005, to Lease,
    dated January 1, 2001, between One Town Center Associates
    and RC Management Group, LLC. (incorporated by reference to
    Exhibit 10.24 to the Registrants Annual Report on
    Form 10-K
    for the year ended May 31, 2005).10
.15

Amendment No. 1 to Loan Agreement, dated October 25,
    2004 by and among Resources Connection, Inc., Resources
    Connection LLC and Bank of America, N.A. (incorporated by
    reference to Exhibit 10.25 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended November 30, 2005).10
.16

Amendment No. 2 to Loan Agreement, dated December 9,
    2005 by and among Resources Connection, Inc., Resources
    Connection LLC and Bank of America, N.A. (incorporated by
    reference to Exhibit 10.26 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended November 30, 2005).10
.17

Amendment No. 3 to Loan Agreement, dated November 28,
    2007 by and among Resources Connection, Inc., Resources
    Connection LLC and Bank of America, N.A. (incorporated by
    reference to Exhibit 10.30 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended November 30, 2007)10
.18

Standard Offer, Agreement and Escrow Instructions for Purchase
    of Real Estate (incorporated by reference to Exhibit 10.27
    to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended November 30, 2005).10
.19+

Text of offer letter, dated April 14, 2005 between Anthony
    Cherbak and Resources Global Professionals (incorporated by
    reference to Exhibit 99.2 to the Registrants
    Form 8-K
    filing of July 15, 2005).10
.20+

Sample Restricted Stock Award Agreement (incorporated by
    reference to Exhibit 99.3 to the Registrants
    Form 8-K
    filing of July 15, 2005).10
.21+

Text of offer letter, dated November 6, 2007 between Nathan
    W. Franke and Resources Global Professionals (incorporated by
    reference to Exhibit 99.2 to the Companys
    Form 8-K
    filed with the SEC on November 8, 2007)10
.22+

Employment Agreement, dated June 1, 2008, between Resources
    Connection, Inc. and Thomas D. Christopoul (incorporated by
    reference to Exhibit 10.1 to the Registrants
    Form 8-K
    filing of June 3, 2008)10
.23

Employment Agreement, dated July 17, 2008, between
    Resources Connection, Inc. and Kate W. Duchene (incorporated by
    reference to Exhibit 10.1 to the Registrants
    Form 8-K
    filing of July 21, 2008)10
.24

Employment Agreement, dated July 17, 2008, between
    Resources Connection, Inc. and Nathan W. Franke (incorporated by
    reference to Exhibit 10.2 to the Registrants
    Form 8-K
    filing of July 21, 2008)10
.25

Employment Agreement, dated July 17, 2008, between
    Resources Connection, Inc. and Anthony Cherbak (incorporated by
    reference to Exhibit 10.3 to the Registrants
    Form 8-K
    filing of July 21, 200810
.26

Form of Indemnification Agreement between the Registrant and
    each of its directors and executive officers.*21
.1

List of Subsidiaries.*23
.1

Consent of Independent Registered Public Accounting Firm.*31
.1

Rule 13a-14(a)
    Certification of Chief Executive Officer.*31
.2

Rule 13a-14(a)
    Certification of Chief Financial Officer.*32
.1

Rule 1350 Certification of Chief Executive Officer.*32
.2

Rule 1350 Certification of Chief Financial Officer.*     *
    
    Filed herewith