<PAGE>
 
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM 10-Q/A
                               (Amendment No. 1)
 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934
 
                     FOR THE QUARTER ENDED APRIL 30, 1998
 
                                      OR
 
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934
 
                        Commission file number 0-27612
 
                     DATA PROCESSING RESOURCES CORPORATION
            (Exact name of registrant as specified in its charter)
 
              CALIFORNIA                             95-3931443
    (State or other jurisdiction of     (I.R.S. Employer Identification No.)
    incorporation or organization)
 
 
                                                        92660
  4400 MACARTHUR BOULEVARD, SUITE 600                (Zip Code)
           NEWPORT BEACH, CA
    (Address of principal executive
               offices)
 
      Registrant's telephone number, including area code: (949) 553-1102
 
  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
 
  Number of shares of common stock outstanding as of April 30, 1998 is
11,367,666.
 
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<PAGE>
 
                     DATA PROCESSING RESOURCES CORPORATION
 
         INDEX TO CONSOLIDATED FINANCIAL INFORMATION, OTHER INFORMATION
                                 AND SIGNATURE
 
<TABLE>
<CAPTION>
                                                                          PAGE
                                                                          -----
 <C>      <S>                                                             <C>
 PART I. FINANCIAL INFORMATION..........................................
  Item 1. Consolidated Financial Statements............................
          Consolidated Balance Sheets as of April 30, 1998 and July 31,
          1997.........................................................       3
          Consolidated Statements of Income for the Three and Nine
          Months Ended April 30, 1998 and 1997.........................       4
          Consolidated Statements of Cash Flows for the Nine Months
          Ended April 30, 1998 and 1997................................       5
          Notes to Consolidated Financial Statements...................     6-9
          Management's Discussion and Analysis of Financial Condition
  Item 2. and Results of Operations....................................   10-14
  Item 3. Quantitative and Qualitative Disclosures About Market Risk...     N/A
 PART II. OTHER INFORMATION.............................................     15
  Item 1. Legal Proceedings............................................      15
  Item 2. Changes in Securities and Use of Proceeds....................      15
  Item 3. Defaults Upon Senior Securities..............................      15
  Item 4. Submission of Matters to Vote of Security Holders............      15
  Item 5. Other Information............................................      15
  Item 6. Exhibits and Reports on Form 8-K.............................   15-16
 SIGNATURE..............................................................     17
</TABLE>
 
                                       2
<PAGE>
 
                     DATA PROCESSING RESOURCES CORPORATION
 
                          CONSOLIDATED BALANCE SHEETS
 
                       (IN THOUSANDS, EXCEPT SHARE DATA)
 
<TABLE>
<CAPTION>
                                                            APRIL 30,  JULY 31,
                                                              1998       1997
                                                           ----------- --------
                                                           (UNAUDITED)
<S>                                                        <C>         <C>
                          ASSETS
Current Assets:
 Cash and Cash Equivalents................................  $105,357   $ 17,812
 Accounts Receivable (net of allowance for doubtful
  accounts of $819 and $262 as of April 30, 1998 and July
  31, 1997, respectively).................................    31,067     21,839
 Prepaid Expenses and Other Current Assets................     2,885      1,076
                                                            --------   --------
  Total Current Assets....................................   139,309     40,727
Property, net.............................................     2,930      1,429
Other Assets..............................................       335        158
Intangible Assets, net....................................   101,630     67,973
                                                            --------   --------
                                                            $244,204   $110,287
                                                            ========   ========
           LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 Accounts Payable and Accrued Liabilities.................  $ 18,930   $  9,003
 Income Taxes Payable.....................................        61      1,489
 Deferred Income Taxes....................................        55         55
                                                            --------   --------
  Total Current Liabilities...............................    19,046     10,547
Long-Term Deferred Income Taxes...........................        81         81
Long-Term Debt............................................   111,109        --
Commitments and Contingencies
Shareholders' Equity:
  Preferred Stock; 2,000,000 shares authorized; no shares
   issued and outstanding.................................       --         --
  Common Stock; 20,000,000 shares authorized; 11,367,666
   and 11,013,686 shares issued and outstanding as of
   April 30, 1998 and July 31, 1997, respectively.........    95,869     90,472
  Additional Paid-in Capital..............................     3,231      2,196
  Retained Earnings.......................................    14,868      6,991
                                                            --------   --------
   Total Shareholders' Equity.............................   113,968     99,659
                                                            --------   --------
                                                            $244,204   $110,287
                                                            ========   ========
</TABLE>
 
 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                       3
<PAGE>
 
                     DATA PROCESSING RESOURCES CORPORATION
 
                       CONSOLIDATED STATEMENTS OF INCOME
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                               THREE MONTHS      NINE MONTHS
                                              ENDED APRIL 30,  ENDED APRIL 30,
                                              ---------------- -----------------
                                               1998     1997     1998     1997
                                              -------  ------- --------  -------
<S>                                           <C>      <C>     <C>       <C>
Revenues....................................  $56,135  $31,355 $146,012  $75,266
Cost of Professional Services...............   39,872   23,435  105,172   57,041
                                              -------  ------- --------  -------
 Gross Margin...............................   16,263    7,920   40,840   18,225
Selling, General and Administrative
 Expenses...................................   10,714    5,191   26,661   11,709
                                              -------  ------- --------  -------
Operating Income............................    5,549    2,729   14,179    6,516
Interest (Expense) Income, net..............     (302)     347     (113)     673
                                              -------  ------- --------  -------
Income Before Provision for Income Taxes....    5,247    3,076   14,066    7,189
Provision for Income Taxes..................    2,309    1,221    6,189    2,825
                                              -------  ------- --------  -------
Net Income..................................  $ 2,938  $ 1,855 $  7,877  $ 4,364
                                              =======  ======= ========  =======
Net Income per Share--Basic.................  $  0.26  $  0.18 $   0.71  $  0.52
                                              =======  ======= ========  =======
Net Income per Share--Diluted...............  $  0.25  $  0.18 $   0.68  $  0.50
                                              =======  ======= ========  =======
Weighted Average Common Shares Outstanding--
 Basic......................................   11,344   10,222   11,160    8,453
                                              =======  ======= ========  =======
Weighted Average Common Shares Outstanding--
 Diluted....................................   11,842   10,530   11,600    8,816
                                              =======  ======= ========  =======
Supplemental Operating Data:
Earnings before Interest, Taxes and
 Amortization...............................  $ 6,630  $ 3,060 $ 16,679  $ 7,146
                                              =======  ======= ========  =======
</TABLE>
 
 
 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                       4
<PAGE>
 
                     DATA PROCESSING RESOURCES CORPORATION
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                            NINE MONTHS ENDED
                                                                APRIL 30,
                                                            ------------------
                                                              1998      1997
                                                            --------  --------
<S>                                                         <C>       <C>
Cash flows from operating activities:
 Net income................................................ $  7,877  $  4,364
  Adjustments to reconcile net income to net cash provided
   by operating activities:
   Depreciation............................................      473       250
   Amortization............................................    2,500       630
   Amortization of debt discount and issue costs...........       59       --
   Changes in operating assets and liabilities, net of the
    effect of acquisitions:
    Accounts receivable....................................   (6,668)   (4,212)
    Prepaid expenses and other assets......................   (2,083)   (1,226)
    Accounts payable and accrued liabilities...............    4,418     1,730
    Income taxes payable...................................     (424)      697
                                                            --------  --------
     Net cash provided by operating activities.............    6,152     2,233
Cash flows from investing activities:
 Cash paid for acquisitions, net of cash acquired..........  (28,067)  (38,684)
 Cash paid for contingent acquisition obligations, net.....   (1,384)       --
 Purchase of property......................................   (1,435)     (513)
                                                            --------  --------
     Net cash used in investing activities.................  (30,886)  (39,197)
Cash flows from financing activities:
 Proceeds from issuance of notes payable from private debt
  offering, net............................................  111,050       --
 Proceeds of line of credit................................   25,500       --
 Repayment of line of credit...............................  (25,500)      --
 Proceeds from public offerings of common stock, net.......      --     38,719
 Proceeds from employee stock purchase plan................      667       --
 Proceeds from the exercise of stock options...............      562        25
                                                            --------  --------
     Net cash provided by financing activities.............  112,279    38,744
                                                            --------  --------
Net increase in cash and cash equivalents..................   87,545     1,780
Cash and cash equivalents, beginning of period.............   17,812    21,855
                                                            --------  --------
Cash and cash equivalents, end of period................... $105,357  $ 23,635
                                                            ========  ========
Supplemental information--Cash paid for:
 Interest.................................................. $    321  $     53
                                                            ========  ========
 Income taxes.............................................. $  6,818  $  2,129
                                                            ========  ========
Supplemental schedule of noncash investing and financing
 activities:
 Tax benefit of stock options exercised.................... $    973       --
 Detail of businesses acquired in purchase transactions:
  Fair value of assets acquired............................ $ 33,823  $ 60,002
  Common stock issued in acquisitions......................   (3,989)  (12,044)
  Cash paid for acquisitions...............................  (28,250)  (42,593)
                                                            --------  --------
  Liabilities assumed...................................... $  1,584  $  5,365
                                                            ========  ========
</TABLE>
 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                       5
<PAGE>
 
                     DATA PROCESSING RESOURCES CORPORATION
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
          FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 1998 AND 1997
 
1. GENERAL
 
 Business
 
  Data Processing Resources Corporation (the Company) is a leading multi-
regional specialty staffing company providing information technology services
to a diverse group of corporate clients.
 
 Interim Financial Data
 
  The interim financial data as of April 30, 1998 and for the three and nine
months ended April 30, 1998 and 1997 is unaudited. The information reflects
all adjustments, consisting only of normal recurring entries, that, in the
opinion of management, are necessary to present fairly the financial position
and results of operations of the Company for the periods indicated. Results of
operations for the interim periods are not necessarily indicative of the
results of operations for the full fiscal year. For further information refer
to the Company's Annual Report on Form 10-K for the fiscal year ended July 31,
1997, Form 10-Q for the quarters ended October 31, 1997 and January 31, 1998,
the Company's registration statement on Form S-1 (Registration No. 333-18719)
originally filed with the Securities and Exchange Commission on December 24,
1996, as amended by Amendment No. 1 to such registration statement filed with
the Securities and Exchange Commission on January 7, 1997 and the Company's
Registration Statement on Form S-3 (No. 333-53371) as filed with the
Securities and Exchange Commission on May 22, 1998. Certain reclassifications
have been made in the consolidated financial statements to conform amounts
previously reported for fiscal 1997 to the fiscal 1998 presentation.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  Property--The cost of furniture, fixtures and equipment is depreciated using
straight-line and accelerated methods based on the estimated useful lives of
the related assets, generally five to seven years. Leasehold improvements are
amortized over the lesser of five years or the life of the lease.
 
  Intangible Assets--Intangible assets include goodwill which represents the
excess of cost over fair value of net assets acquired, and is amortized using
the straight-line method over 25 years. Long-lived assets and certain
identifiable intangibles are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Impairment is determined when the carrying amount of such
asset exceeds the associated undiscounted cash flows.
 
  Revenue Recognition--The Company recognizes revenues as services are
performed.
 
  Income Taxes--The Company provides for income taxes in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109, Accounting for
Income Taxes. SFAS No. 109 is an asset and liability approach that requires
the recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been recognized in the Company's
consolidated financial statements or tax returns. In estimating future tax
consequences, the Company generally considers all expected future events other
than the enactment of changes in the tax law or rates.
 
  Recent Accounting Pronouncements--In the second quarter of fiscal 1998, the
Company adopted SFAS No. 128, Earnings per Share. Net income per share for
fiscal 1997 and interim periods have been restated. The statement establishes
standards for computing and presenting earnings per share (EPS) and applies to
entities with publicly held common stock or potential common stock. This
statement simplifies the standards for
 
                                       6
<PAGE>
 
                     DATA PROCESSING RESOURCES CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
          FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 1998 AND 1997
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
computing earnings per share previously found in Accounting Principles Board
("APB") Opinion No. 15, Earnings per Share, and makes them comparable to
international EPS standards. It replaces the presentation of primary EPS with
a presentation of basic EPS. It also requires dual presentation of basic and
diluted EPS on the face of the income statement for all entities with complex
capital structures and requires a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of
the diluted EPS computation.
 
  In February 1997, the FASB issued SFAS No. 129, Disclosure of Information
About Capital Structure. The statement establishes standards for disclosing
information about an entity's capital structure. The disclosure requirements
of SFAS No. 129 are effective for periods ending after December 15, 1997.
Management does not believe that the adoption of SFAS No. 129 will have a
significant impact on its consolidated financial statements.
 
  In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income,
and SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information. SFAS No. 130 establishes standards for reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. SFAS No. 131 establishes standards of reporting by
publicly-held business enterprises and disclosure of information about
operating segments in annual financial statements and, to a lesser extent, in
interim financial reports issued to shareholders. SFAS Nos. 130 and 131 are
effective for the Company beginning in fiscal 1999. As both SFAS Nos. 130 and
131 deal with financial disclosure, the Company does not anticipate the
adoption of these new standards will have a material impact on its financial
position or results of operations.
 
3. ACQUISITIONS
 
  On January 27, 1998, the Company acquired substantially all of the assets
and assumed certain liabilities of S3G, Inc., a Texas Corporation ("S3G").
Under the terms of the asset purchase agreement, the purchase price was $32.2
million, consisting of $28.2 million in cash and 204,552 shares of restricted
DPRC common stock, valued at approximately $4.0 million. The definitive
agreement also calls for an earnout contingent upon S3G's earnings before
interest and taxes through December 31, 1998, with scheduled payments in
September 1998 and March 1999.

  The Company previously completed the acquisition by merger of Computec
International Strategic Resources, Inc. ("Computec") on April 30, 1997. Under
the terms of the agreement, an earnout payment of approximately $5.0 million,
which is expected to be paid in June 1998, was recorded in intangible assets
and accounts payable and accrued liabilities as of April 30, 1998. The
definitive agreement also obligates the Company to make earnout payments
contingent upon Computec's earnings before interest and taxes through December
31, 1998.
 
  In addition, the Company had completed four other acquisitions prior to July
31, 1997 including: the Applications Design and Development division ("AD&D")
of ADD Consulting, Inc., Professional Software Consultants, Inc. ("PSC"),
LEARDATA Info-Services, Inc. ("Leardata") and SelecTech, Inc. ("SelecTech"),
collectively, the "Acquisitions". The Acquisitions were accounted for as
purchases. The excess of purchase price over fair value of net assets acquired
was allocated to goodwill, which is amortized using the straight-line method
over 25 years. An adjustment to the value of common stock issued in
transactions was recorded to reflect the impact of restrictions on disposal of
the stock. The consolidated financial statements of the Company include the
results of operations for each acquired business from the acquisition date.
 
                                       7
<PAGE>
 
                     DATA PROCESSING RESOURCES CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
          FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 1998 AND 1997
 
3. ACQUISITIONS (CONTINUED)
 
  Unaudited pro forma consolidated results of operations for the nine months
ended April 30, 1998 and 1997 would have been as follows had the acquisition
occurred as of the beginning of the period:
 
<TABLE>
<CAPTION>
                                                                 NINE MONTHS
                                                               ENDED APRIL 30,
                                                               ----------------
                                                                 1998    1997
                                                               -------- -------
                                                                (IN THOUSANDS,
                                                               EXCEPT PER SHARE
                                                                    DATA)
   <S>                                                         <C>      <C>
   Pro forma revenues......................................... $153,355 $80,852
   Pro forma net income....................................... $  8,303 $ 4,101
   Pro forma net income per share--basic...................... $    .73 $   .47
   Pro forma net income per share--diluted.................... $    .70 $   .45
   Pro forma weighted average common shares outstanding--
    basic.....................................................   11,365   8,658
   Pro forma weighted average common shares outstanding--
    diluted...................................................   11,805   9,021
</TABLE>
 
  Pro forma adjustments have been applied to reflect the purchase of S3G
including the addition of amortization related to the intangible assets
acquired and reduction in interest income and additional interest expense.
 
  The above pro forma financial data is based on management's preliminary
assumptions regarding purchase accounting adjustments for the S3G acquisition
based on currently available information. The final allocation of the purchase
price for the S3G acquisition will be adjusted to the extent that actual
amounts differ from management's estimates (see Note 6 for additional
acquisition).
 
4. DEBT
 
  On March 24, 1998, the Company completed the sale of $115 million of its 5
1/4% convertible subordinated notes due 2005 (the "Notes") in a private
offering under Rule 144A to qualified institutional buyers. The Notes are
convertible at any time at the option of the holders into shares of common
stock of DPRC at a conversion price of $35.50 per share of common stock of the
Company. The Notes mature on April 1, 2005 and are non-callable for the first
three years. The Company used a portion of the net proceeds of the offering
for repayment of $19.5 million of debt outstanding under its credit facility.
Interest is payable on April 1 and October 1 of each year, commencing on
October 1, 1998. The Notes were recorded net of a discount and issue costs of
$3,950,000, which will be amortized over seven years based on the effective
interest method. As of April 30, 1998, the Company had no borrowings
outstanding under the credit facility and was in compliance with or received
waivers on bank covenants (see Note 6).
 
5. RELATED PARTY TRANSACTIONS
 
  Information Technology Resources, Inc. ("ITR") was formed by the founder of
the Company and certain other persons, including certain former employees of
ITR's client, with the founder owning approximately 75.6% of the outstanding
capital stock. As a result of this arrangement, the Company provides certain
management services to ITR to support its operations, for which the Company
receives a management fee pursuant to a management services agreement.
Effective August 1, 1997 the management service agreement with ITR was
renegotiated to reflect a reduction in the management fee. Management fees
earned by the Company were $388,000 and $810,000 for the nine months ended
April 30, 1998 and 1997, respectively. ITR also contracts
 
                                       8
<PAGE>
 
                     DATA PROCESSING RESOURCES CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
          FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 1998 AND 1997
 
5. RELATED PARTY TRANSACTIONS (CONTINUED)
 
with the Company for technical consultants to meet its staffing needs. For the
nine months ended April 30, 1998 and 1997, the Company recorded revenues of
$2,295,000 and $2,725,000 from billing of ITR technical consultants,
respectively.
 
6. SUBSEQUENT EVENTS
 
  On May 21, 1998, the Company acquired by merger EXi Corp., a Minnesota
Corporation ("EXi"). The merger of EXi was accounted for as a purchase. The
excess of purchase price over fair value of net assets acquired was allocated
to goodwill, which is amortized using the straight-line method over 25 years.
 
  As of June 10, 1998, the Company amended its five-year, $60.0 million
Revolving/Term Loan Agreement (the "Amended Credit Facility") with a bank
syndicate. The Amended Credit Facility consists of a revolving line of credit
of $60.0 million principal amount, and bears interest at the prime rate to
prime rate plus .5% or LIBOR plus 0.50% to 1.75% depending on defined
financial conditions. At the end of three years, the outstanding principal
balance on the facility converts to a two-year fully amortized term loan. The
Amended Credit Facility is guaranteed by the Company's subsidiaries and
secured by substantially all of the assets of the Company and its
subsidiaries, including accounts receivable and equipment. The Amended Credit
Facility contains various covenants, including the maintenance of defined
financial ratios such as net worth.
 
                                       9
<PAGE>
 
                     DATA PROCESSING RESOURCES CORPORATION
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
  This Form 10-Q contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. These forward-
looking statements involve a number of risks and uncertainties, including,
without limitation, the Company's ability to recruit and retain qualified
technical consultants; manage growth; identify, acquire and integrate suitable
acquisition candidates; obtain sufficient working capital to support such
growth; compete successfully with existing and future competitors; and other
factors described throughout this Form 10-Q, in the Company's Form 10-K for
the year ended July 31, 1997, Form 10-Q for the quarters ended October 31,
1997 and January 31, 1998. The actual results that the Company achieves may
differ materially from any forward-looking statements due to such risks and
uncertainties. Words such as "believes", "anticipates", "expects", "intends",
and similar expressions are intended to identify forward-looking statements,
but are not the exclusive means of identifying such statements. The Company
undertakes no obligation to revise any forward-looking statements in order to
reflect events or circumstances that may arise after the date of this report.
Readers are urged to carefully review and consider the various disclosures
made by the Company in this report and in the Company's other reports filed
with the Securities and Exchange Commission that attempt to advise interested
parties of the risks and factors that may affect the Company's business,
including the risk factors set forth in the Company's prospectus dated January
21, 1997 and Registration Statement on Form S-3 (No. 333-53371) dated May 22,
1998.
 
THREE MONTHS ENDED APRIL 30, 1998 COMPARED TO THREE MONTHS ENDED APRIL 30,
1997
 
  Revenues. Revenues increased $24.8 million, or 79.0%, to $56.1 million for
the three months ended April 30, 1998 as compared to $31.4 million for the
three months ended April 30, 1997. This increase resulted primarily from the
contribution of revenues from the acquisitions of PSC (acquired in November
1996), Leardata (acquired in January 1997), Computec (acquired in April 1997),
SelecTech (acquired in July 1997), and S3G (acquired in January 1998) (the
"Acquisitions"). In addition, recently opened offices such as Seattle (opened
in June 1996), Des Moines (opened in September 1996), St. Louis (opened in May
1997), San Diego (opened in January 1998) and the Company's existing locations
in California have also contributed to the increase in revenues. The internal
growth rate, excluding the effect of acquisitions completed after January 31,
1997, for the three months ended April 30, 1998 was approximately 33% as
compared to approximately 23% in the third quarter of 1997. The increases were
also due to: (i) new information technology projects; (ii) increased demand in
the networking and communications market; (iii) a broadening of the types of
services being provided, such as packaged software implementations, network
management and desktop services, Tandem and Year 2000 conversions; and (iv)
increased billing rates resulting from an increase in consultant wages.
 
  Gross Margin. Gross margin increased $8.3 million, or 105.3%, to $16.3
million, for the three months ended April 30, 1998 as compared to $7.9 million
for the three months ended April 30, 1997. As a percentage of revenues, gross
margin increased for the three months ended April 30, 1998 to 29.0% as
compared to 25.3% for the same period in 1997. This gross margin percentage
improvement reflects higher gross margins from: (i) the Acquisitions due to
their higher mix of salaried consultants; (ii) the opening of the offices in
higher margin geographic areas, such as Seattle, Des Moines, Portland and San
Diego; and (iii) a gross margin improvement program in existing markets and a
change in the mix of service offerings, with an increased component of higher
margin services, such as packaged software implementations, network management
and desktop services, Tandem and Year 2000 conversions for the three months
ended April 30, 1998.
 
  Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately $5.5 million, or 106.4%, to
$10.7 million for the three months ended April 30, 1998, as compared to $5.2
million for the three months ended April 30, 1997. Selling, general and
administrative expenses also increased as a percentage of revenues to 19.1%
for the three months ended April 30, 1998, as compared to 16.6% for the same
period in 1997. This increase primarily resulted from: (i) amortization of
intangible assets related to the Acquisitions; (ii) investment in additional
management personnel and corporate infrastructure required to
 
                                      10
<PAGE>
 
support planned Company growth, particularly sales and recruiting personnel;
(iii) opening of the national recruiting office; (iv) costs related to new
office openings; (v) bad debt expense; and (vi) an increase in management
information systems expenses required to support planned Company growth.
 
  Operating Income. Operating income increased $2.8 million, or 103.3%, to
$5.6 million for the three months ended April 30, 1998 from $2.7 million for
the same period in 1997. As a percentage of revenues, operating income
increased to 9.9% for the three months ended April 31, 1998 as compared to
8.7% for the three months ended April 30, 1997 reflecting the gross margin
improvement offset, in part, by an increase in selling, general and
administrative expenses as a percentage of revenues.
 
  Interest (Expense) Income, net. The Company had net interest expense of
$302,000 for the three months ended April 30, 1998 as compared to net interest
income of $347,000 for the three months ended April 30, 1997 primarily as a
result of interest on borrowing related to the acquisition of S3G and interest
expense on the Notes issued in March 1998, which was offset by interest income
from the investment of proceeds of the Notes.
 
  Provision for Income Taxes. The Company's effective income tax rate
increased to 44.0% for the three months ended April 30, 1998 from 39.7% for
the three months ended April 30, 1997. The increase in the effective income
tax rate is primarily due to the effect of a full quarter of nondeductible
amortization of goodwill on certain acquisitions offset by the tax benefit
associated with investment in short-term tax exempt cash equivalents.
 
NINE MONTHS ENDED APRIL 30, 1998 COMPARED TO NINE MONTHS ENDED APRIL 30, 1997
 
  Revenues. Revenues increased $70.7 million, or 94.0%, to $146.0 million for
the nine months ended April 30, 1998 as compared to $75.3 million for the nine
months ended April 30, 1997. This increase resulted primarily from the
contribution of revenues from the Acquisitions. In addition, recently opened
offices in Seattle, Des Moines, Portland, St. Louis, San Diego and the
Company's existing locations in California have also contributed to the
increase in revenues. The revenue increases were also due to: (i) new
information technology projects; (ii) increased demand in the networking and
communications market; (iii) a broadening of the types of services being
provided, such as packaged software implementations, network management and
desktop services, Tandem and Year 2000 conversions; and (iv) increased billing
rates resulting from an increase in consultant wages.
 
  Gross Margin. Gross margin increased $22.6 million, or 124.1%, to $40.8
million, for the nine months ended April 30, 1998 as compared to $18.2 million
for the nine months ended April 30, 1997. As a percentage of revenues, gross
margin increased for the nine months ended April 30, 1998 to 28.0% as compared
to 24.2% for the prior period. This gross margin percentage improvement
reflects higher gross margins from: (i) the Acquisitions due to their higher
mix of salaried consultants; (ii) the opening of the office locations in
higher margin geographic areas, such as Seattle, Des Moines, Portland, and San
Diego; and (iii) the gross margin improvement program in existing markets and
a change in the mix of service offerings, with an increased component of
higher margin services such as packaged software implementations, network
management and desktop services, Tandem and Year 2000 conversions for the nine
months ended April 30, 1998.
 
  Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately $15.0 million, or 127.7%, to
$26.7 million for the nine months ended April 30, 1998, as compared to $11.7
million for the nine months ended April 30, 1997. Selling, general and
administrative expenses also increased as a percentage of revenues to 18.3%
for the nine months ended April 30, 1998, as compared to 15.6% for the prior
period. This increase primarily resulted from: (i) amortization of intangible
assets related to the Acquisitions; (ii) investment in additional management
personnel and corporate infrastructure required to support planned Company
growth, particularly sales and recruiting personnel; (iii) opening of the
national recruiting office; (iv) costs related to new office openings; (v)
bad-debt expense; and (vi) an increase in management information systems
expenses to support planned Company growth.
 
  Operating Income. Operating income increased $7.7 million, or 117.6%, to
$14.2 million for the nine months ended April 30, 1998 from $6.5 million for
the same period in 1997. As a percentage of revenues,
 
                                      11
<PAGE>
 
operating income increased to 9.7% for the nine months ended April 30, 1998 as
compared to 8.7% for the nine months ended April 30, 1997 reflecting the gross
margin improvement offset, in part, by an increase in selling, general and
administrative expenses as a percentage of revenues.
 
  Interest (Expense) Income, net. The Company had net interest expense of
$113,000 for the nine months ended April 30, 1998 as compared to net interest
income of $673,000 for the nine months ended April 30, 1997 primarily as a
result of interest on borrowing related to the acquisition of S3G and interest
expense on the Notes issued in March 1998, which was offset by interest income
from the investment of proceeds of the Notes.
 
  Provision for Income Taxes. The Company's effective income tax rate
increased to 44.0% for the nine months ended April 30, 1998 from 39.3% for the
nine months ended April 30, 1997. The increase in the effective income tax
rate is primarily due to the effect of a full nine months of nondeductible
amortization of goodwill on certain acquisitions offset by the tax benefit
associated with investment in short-term tax exempt cash equivalents.
 
LIQUIDITY AND CAPITAL RESOURCES
 
  Cash and cash equivalents and working capital totaled $105.4 million and
$120.3 million, respectively, as of April 30, 1998. The Company generated $6.2
million in cash flow from operations for the nine months ended April 30, 1998,
which included a use of cash of $6.7 million to fund increases in accounts
receivable. The Company used $29.5 million in cash in connection with its
ongoing acquisition program. The Company generated $111.1 million in cash from
the issuance of Notes in a private offering.
 
  Accounts receivable balances have decreased on a days sales outstanding
basis to 49 days as of April 30, 1998 from 51 days as of July 31, 1997
partially due to the expansion of personnel in credit and collections.
 
  On March 24, 1998, the Company completed the sale of $115 million of its 5
1/4% convertible subordinated Notes due 2005 in a private offering under Rule
144A to qualified institutional buyers. The Notes are convertible at any time
at the option of the holders into shares of common stock of DPRC at a
conversion price of $35.50 per share of common stock of the Company. The Notes
mature on April 1, 2005 and are non-callable for the first three years. The
Company used a portion of the net proceeds of the offering for repayment of
$19.5 million of debt outstanding under its credit facility and expects to use
remaining net proceeds of the offering for working capital and other general
corporate purposes, including acquisitions. Interest is payable on April 1 and
October 1 of each year, commencing on October 1, 1998. The Notes were recorded
net of a discount and issue costs of $3,950,000, which will be amortized over
seven years based on the effective interest method.
 
  As of June 10, 1998, the Company amended its five-year, $60.0 million
Revolving/Term Loan Agreement (the "Amended Credit Facility") with a bank
syndicate. The Amended Credit Facility consists of a revolving line of credit
of $60.0 million principal amount, and bears interest at the prime rate to
prime rate plus .5% or LIBOR plus 0.50% to 1.75% depending on defined
financial conditions. At the end of three years, the outstanding principal
balance on the facility converts to a two-year fully amortized term loan. The
Amended Credit Facility is guaranteed by the Company's subsidiaries and
secured by substantially all of the assets of the Company and its
subsidiaries, including accounts receivable and equipment. The Amended Credit
Facility contains various covenants, including the maintenance of defined
financial ratios such as net worth. As of April 30, 1998, the Company had no
borrowings outstanding under the credit facility and was in compliance with or
received waivers on bank covenants.
 
  The Company previously completed the acquisition by merger of Computec on
April 30, 1997. Under the terms of the agreement, an earnout payment of
approximately $5.0 million, which is expected to be paid in June 1998, was
recorded in intangible assets and accounts payable and accrued liabilities as
of April 30, 1998. The definitive agreement also obligates the Company to make
earnout payments contingent upon Computec's earnings before interest and taxes
through December 31, 1998. Specifically, the earnout is conditioned upon
Computec's obtaining a higher earnings before interest and taxes in calendar
years 1997 and 1998 as compared to calendar years 1996 and 1997, respectively,
and if achieved, will be calculated based upon a multiple of the calendar
year's earnings before interest and taxes that is in excess of the prior
year's earnings before interest and
 
                                      12
<PAGE>
 
taxes. The earnout is payable 60% in cash and 40% in shares of common stock.
The aggregate amount of the initial consideration and the earnout may not
exceed $70.0 million. Should Computec achieve its contingent earnout
thresholds, the obligation under this arrangement could be material to the
consolidated financial statements. The Company expects to pay any such earnout
payment from existing cash and cash equivalents, cash flow from operations and
available borrowings under the Amended Credit Facility.
 
  On January 27, 1998, the Company completed the acquisition of substantially
all the assets of S3G for approximately $28.2 million in cash and 204,552
shares of restricted DPRC common stock, valued at approximately $4.0 million.
The Company borrowed $25.5 million under the credit facility to finance a
portion of the cash purchase price of such acquisition. The definitive
agreement also obligates the Company to make additional earnout payments semi-
annually contingent upon earnings before interest and taxes of the S3G
business through December 31, 1998. The earnout is conditioned upon the S3G
business first obtaining a 30% growth rate in calendar year 1998 as compared
to calendar year 1997 and, if achieved, will be calculated based upon a
multiple of the amount of the calendar year 1998 earnings before interest and
taxes that is in excess of such threshold. The earnout is payable semi-
annually, 85% in cash and 15% in shares of Common Stock. Should the S3G
business achieve its earnout thresholds, the obligation under this arrangement
could be material to the consolidated financial statements. The Company
expects to pay any such earnout payment from existing cash and cash
equivalents, cash flow from operations and available borrowings under the
Amended Credit Facility.
 
  The Company has made a commitment to install and implement a new financial
accounting system ("New Financial System") at a cost of up to $5.0 million.
The New Financial System is expected to take 18-24 months to install and
implement.
 
  The Company anticipates that its primary uses of working capital in future
periods will be for acquisitions, the internal development of new offices,
investments in its management information systems, earnouts and the funding of
increases in accounts receivable. Although the Company seeks to use its common
stock to make acquisitions, to the extent possible, a substantial portion of
the purchase price for acquisitions was paid in cash. The Company continually
reviews and evaluates acquisition candidates to complement and expand its
business, and is at various stages of evaluation and discussion with a number
of such candidates. Such acquisition candidates may also require that all or a
significant portion of the purchase price be paid in cash. The Company's
ability to grow through acquisitions is dependent on the availability of
suitable acquisition candidates and the terms on which such candidates may be
acquired, which may be adversely affected by competition for such
acquisitions. The Company cannot predict to what extent new offices will be
added through acquisitions as compared to internal development.
 
  The Company anticipates that the opening of new offices will require an
investment of approximately $150,000 to $200,000 per office to acquire
equipment and supplies and to fund operating losses for the initial nine- to
12-month period of operations which management believes will generally be
required for a new office to achieve profitability. The Company expenses the
costs of opening a new office as incurred, except for the cost of equipment
and other capital assets, which are capitalized. Generally, expenditures for
such capital assets for a new office will be less than $60,000. There can be
no assurance that future offices will achieve profitability within a nine- to
12-month period after opening. The Company anticipates making additional
capital expenditures in connection with the development of new offices in
future periods and the improvement of its network and operating system
infrastructure and management reporting system.
 
  The Company believes that the existing cash and cash equivalents, cash flow
from operations and available borrowings under the Amended Credit Facility
will be sufficient to meet the Company's presently anticipated working capital
needs for at least the next 12 months, although the Company is evaluating
various potential acquisitions which could require a substantial portion of
the existing cash and cash equivalents and availability under the Amended
Credit Facility and could be completed within the next 12 months. To the
extent the Company uses all of its cash resources and existing credit for
acquisitions, the Company may be required to obtain additional funds, if
available, through additional borrowings or equity financings. There can be no
assurance that such capital will be available on acceptable terms. If the
Company is unable to obtain sufficient financing, it may be unable to fully
implement its growth strategy.
 
                                      13
<PAGE>
 
YEAR 2000
 
  The "Year 2000" issue concerns the potential exposures related to the
automated generation of business and financial misinformation resulting from
the use of computer programs which have been written using two digits, rather
than four, to define the applicable year of business transactions. The
Company's principal staffing and financial systems are licensed from and
maintained by third party software development companies, which the Company
believes are Year 2000 compliant. In addition, the Company is currently in the
process of selecting a New Financial System, which management believes is and
the software vendor has represented as being Year 2000 compliant. Management
does not anticipate significant unplanned costs or problems with the new
systems for Year 2000 compliance. Suppliers, customers and creditors of the
Company face Year 2000 issues. Should these entities be unable to successfully
address their Year 2000 issues, it may have an adverse effect on the Company.
 
                                      14
<PAGE>
 
                     DATA PROCESSING RESOURCES CORPORATION
 
                          PART II--OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
  Not applicable
 
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
 
  On March 24, 1998, the Company sold $115,000,000 aggregate principal amount
of its 5 1/4% convertible subordinated notes due 2005. The notes are
convertible, at the option of the holder, into shares of common stock of the
Company at any time prior to maturity, unless previously redeemed or
repurchased, at a conversion price of $35.50 per share, subject to adjustment
in certain events. The notes were sold by the Company to NationsBanc
Montgomery Securities LLC, Donaldson, Lufkin & Jenrette Securities
Corporation, Robert W. Baird & Co., Incorporated and Lehman Brothers
(collectively, the "Initial Purchasers") pursuant to a purchase agreement
dated March 18, 1998. The price to investors for the notes sold in the
offering was 100% of the principal amount thereof for an aggregate offering
price of $115,000,000. The Company received approximately $111,000,000 in net
proceeds from the sale of the notes after the Initial Purchasers' discount of
3% of the aggregate principal amount of the notes for an aggregate discount of
$3,450,000 and after other issue costs. The issuance of the notes, including
the common stock issuable upon conversion of the notes, was exempt from the
registration requirements of the Securities Act of 1933, as amended, since the
securities were sold in reliance upon Rule 144A under the Securities Act of
1933, as amended.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
  Not applicable
 
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
 
  Not applicable
 
ITEM 5. OTHER INFORMATION
 
  Not applicable
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
  (a) EXHIBITS
Exhibit 10 Amendments No. 1 and No. 2 to Revolving/Term Loan Agreement
Exhibit 27 Financial Data Schedule
 
  (b) REPORTS ON FORM 8-K
     The Registrant filed the following reports on Form 8-K with the
     Securities and Exchange Commission during the third quarter of fiscal
     1998:
 
     Current Report on Form 8-K dated January 27, 1998 and filed on February
     11, 1998, filing under Item 2 statement regarding the acquisition by the
     Company of substantially all the assets of S3G, Inc. ("S3G").
 
     The financial statements of S3G were filed in Current Report on Form 8-
     K/A dated January 27, 1998 and filed on March 5, 1998, filing under Item
     7 statement regarding the acquisition by the Company of substantially all
     the assets of S3G. Current Report of Form 8-K/A dated January 27, 1998
     and filed on March 20, 1998, filing under Item 7 financial statement
     regarding the acquisition by the Company of S3G.
 
                                      15
<PAGE>
 
     Current Report on Form 8-K dated March 5, 1998 and filed on March 5,
     1998, filing under Item 5 statement regarding issuance of press release
     announcing the Company's intent to raise $85 million through a private
     placement under Rule 144A of convertible subordinated notes.
 
     Current Report on Form 8-K dated March 24, 1998 and filed on March 24,
     1998, filing under Item 5 statement regarding completion of the sale of
     $115 million of its 5 1/4% convertible subordinated notes.
 
                                      16
<PAGE>
 
                                   SIGNATURE
 
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to the report on Form 10-Q to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Newport Beach, State of California, on the 28th day of September, 1998.

                                  DATA PROCESSING RESOURCES CORPORATION
 
                                  By:  /s/ JAMES A. ADAMS
                                       -----------------------
                                       James A. Adams
                                       Chief Financial Officer and 
                                       Chief Accounting Officer
 
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