<PAGE>   1

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                ----------------

                               AMENDMENT NO. 1 ON

                                   FORM 10-K/A

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
              Act of 1934 For the fiscal year ended March 31, 2001

                                       Or

[ ]    Transition Report Pursuant to Section 13 or 15(d) of the Securities
             Exchange Act of 1934 For the transition period from    to

                        Commission File Number 000-21465

                                TALX CORPORATION

             (Exact name of registrant as specified in its charter)

               MISSOURI                                      43-0988805
    (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                       Identification No.)

   1850 BORMAN COURT, ST. LOUIS, MO                             63146
(Address of principal executive offices)                     (Zip Code)

                                 (314) 214-7000
                         (Registrant's telephone number,
                              Including area code)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                          COMMON STOCK, $.01 PAR VALUE

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. [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of June 1, 2001, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $307,036,316. For purpose of
this calculation only, without determining whether the following are affiliates
of the Registrant, the Registrant has assumed that (i) its directors and
executive officers are affiliates and (ii) entities controlled by such persons
are affiliates.

As of June 1, 2001 there were 9,450,438 shares of the Registrant's Common Stock
outstanding.

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<PAGE>   2


This Amendment No. 1 on Form 10-K is being filed to correct the descriptions of
certain of our employee benefit plans described in Item 11 under the captions
"Benefit Plans" and "Director Compensation." In particular, we have revised the
description of our 1996 Employee Stock Purchase Plan to (1) incorporate
amendments to such plan approved variously by our Board of Directors in May 2001
and by both our Board of Directors and our shareholders in June 2000 and
September 2000, respectively, and (2) to clarify participants' rights upon
withdrawal from such plan and our obligations with respect to payment of the
expenses of such plan. We have revised the description of our Outside Directors'
Stock Option Plan to incorporate amendments to, and options granted pursuant to,
such plan in May 2001.

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION SUMMARY

The following table sets forth certain summary information for the fiscal years
ended March 31, 2001, 2000 and 1999 concerning the compensation paid and awarded
to each of the Named Executives during such fiscal years.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                             LONG TERM
                                                            ANNUAL COMPENSATION                            COMPENSATION
                                                  --------------------------------------------    ------------------------------
                                                                                 OTHER ANNUAL      SECURITIES         ALL OTHER
               NAME AND                                                           COMPENSATION     UNDERLYING       COMPENSATION
          PRINCIPAL POSITION             YEAR     SALARY($)      BONUS($)(1)        ($)(2)        OPTIONS(#)(3)        ($)(4)
          ------------------             ----     ---------      -----------        ------        -------------        ------
<S>                                      <C>      <C>           <C>                <C>             <C>             <C>
William W. Canfield...................   2001     $  287,500    $  108,750            ---             33,000        $  38,202
  Chairman, President and Chief          2000        257,000       156,000            ---             41,250           40,432
  Executive Officer                      1999        234,038           ---            ---            165,000           32,151

Craig N. Cohen........................   2001     $  158,750    $   40,000            ---             16,500        $   3,624
  Vice President - Application           2000        145,000        72,500            ---             24,750            2,933
  Services and Software, Chief           1999        109,419         1,200            ---             33,000            2,212
  Financial Officer and Secretary

Michael E. Smith......................   2001     $  120,000    $   25,200            ---              6,600        $   4,151
  Vice President - Business              2000        113,000        28,476            ---              6,600            2,434
  Development                            1999        110,763        10,554            ---             16,500            2,426
</TABLE>

----------
(1)  Includes bonuses earned in the reported year, which were paid in the
     following year. The payment of bonuses is at the discretion of the
     Compensation Committee of the Board of Directors.

(2)  We have not included in the Summary Compensation Table the value of
     incidental personal perquisites furnished by us to the Named Executives,
     since such value did not exceed the lesser of $50,000 or ten percent of the
     total of annual salary and bonus reported for any of such Named Executives.

(3)  All amounts have been adjusted to give effect to a ten percent stock
     dividend in October 2000 and a 3-for-2 stock split in January 2001.

(4)  Represents contributions made by us on behalf of the Named Executives under
     our 401(k) Plan and $35,304 in 2001 for Mr. Canfield's premiums paid by us
     on his life insurance policies.




                                       2

<PAGE>   3


STOCK OPTION AWARDS

The following table presents certain information concerning stock options
granted during fiscal 2001 to each of the Named Executives. All amounts have
been adjusted to give effect to a 10% stock dividend in October 2000 and a
3-for-2 stock split in January 2001. The exercise price for all of the grants of
stock options was the fair market value of the common stock on the dates of
grant as determined by the Compensation Committee of the Board of Directors,
except in the case of Mr. Canfield, for whom the exercise price was 110% of the
fair market value, in accordance with the terms of the Option Plan for 10%
shareholders.

                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                   INDIVIDUAL GRANTS (1)
                               --------------------------------------------------------
                                                                                            POTENTIAL REALIZABLE $
                               NUMBER OF     % OF TOTAL                                     VALUE AT ASSUMED ANNUAL
                                 SHARES        OPTIONS                                       RATES OF STOCK PRICE
                               UNDERLYING     GRANTED TO        EXERCISE                       APPRECIATION FOR
                                 OPTIONS     EMPLOYEES IN        PRICE       EXPIRATION         OPTION TERM (2)
NAME                             GRANTED      FISCAL YEAR        ($/SH)         DATE            5%            10%
----                             -------      -----------        ------         ----            --            ---
<S>                              <C>             <C>            <C>           <C>          <C>            <C>
William W. Canfield.......       33,000          12.7%          $  9.92        5/10/10     $  157,431     $  444,627
Craig N. Cohen............       16,500           6.4%             9.02        5/10/10         93,598        237,197
Michael E. Smith..........        6,600           2.5%             9.02        5/10/10         37,439         94,879
</TABLE>
----------
(1)  Represents incentive stock options granted pursuant to our 1994 Stock
     Option Plan. For a description of certain terms of such stock options, see
     "-Benefit Plans-1994 Stock Option Plan" below.

(2)  As required by the rules of the SEC, potential values are stated based on
     the prescribed assumptions that common stock will appreciate in value from
     the date of grant to the end of the option term at the indicated rates
     (compounded annually) and therefore are not intended to forecast possible
     future appreciation, if any, in the price of common stock.

The following table sets forth, for the Named Executives, the number of shares
for which stock options were exercised in fiscal 2001, the realized value or
spread (the difference between the exercise price and market value on the date
of exercise) and the number and unrealized spread of the unexercised options
held by each at fiscal year end. All amounts have been adjusted to give effect
to a 10% stock dividend in October 2000 and a 3-for-2 stock split in January
2001.

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                          FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                        NUMBER OF                            NUMBER OF SHARES                     VALUE OF UNEXERCISED
                          SHARES                          UNDERLYING UNEXERCISED                  IN-THE-MONEY OPTIONS
                        ACQUIRED      VALUE             OPTIONS AT FISCAL YEAR END                AT FISCAL YEAR-END (2)
                            ON       REALIZED      ------------------------------------   -----------------------------------------
NAME                     EXERCISE      $(1)        EXERCISABLE   UNEXERCISABLE    TOTAL    EXERCISABLE   UNEXERCISABLE      TOTAL
----                     --------      ----        -----------   -------------    -----   ------------   -------------      -----
<S>                      <C>        <C>             <C>             <C>         <C>       <C>             <C>           <C>
William W. Canfield           --           --       161,700         77,550      239,250   $3,292,031      $1,623,204    $ 4,915,235
Craig N. Cohen            17,325    $ 284,750        22,714         45,408       68,122      453,350         872,660      1,326,010
Michael E. Smith          23,571      145,433        26,117         13,365       39,482      548,464         251,749        800,213
</TABLE>





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<PAGE>   4

----------
(1)  Reflects the difference between the exercise price and the market price on
     the date of exercise.

(2)  Reflects the difference between the exercise price and $24.69 per share,
     which was the closing price of the common stock on March 31, 2001.

BENEFIT PLANS

1994 Stock Option Plan. On August 31, 1994, we adopted a stock option plan that
succeeded an earlier plan that was amended and restated in July 1996 and further
amended in September 1998 and September 2000 (the "1994 Stock Option Plan").
Under the 1994 Stock Option Plan, the board of directors may from time to time
grant options to purchase up to 2,772,000 shares (after giving effect to a 10%
stock dividend in October 2000 and a 3-for-2 stock split in January 2001) of
common stock to certain key employees, who will be designated by a committee
selected to administer the Plan; 1,147,609 shares are available for future
grants as of June 1, 2001. The purchase price of stock options will not be less
than fair market value (110% of fair market value in the case of 10%
shareholders), in the case of incentive stock options, or as determined by the
committee in the case of non-qualified stock options. The purchase price may be
paid in cash or, in the discretion of the committee, shares of common stock.
Option terms will not be more than ten years (five years in the case of
incentive stock options awarded to 10% shareholders). Options vest ratably over
five years from the date of grant; provided, that except in the case of death,
disability or termination of employment, no option may be exercised at any time
unless the optionee is then an employee or an officer or director of us or a
subsidiary and has been so continuously since the granting of the option.
Notwithstanding the foregoing limitations, in the event of a Change in Control
(as defined in the 1994 Stock Option Plan), options will become immediately
exercisable and remain exercisable during the term thereof, notwithstanding a
subsequent termination within twelve months of the date of the Change in
Control. Unless earlier terminated by the Board, the 1994 Stock Option Plan will
terminate on July 15, 2006.

1996 Employee Stock Purchase Plan. In July 1996, we established the 1996
Employee Stock Purchase Plan which was amended in September 1998 and September
2000 and amended and restated in May 2001 (the "1996 Employee Stock Purchase
Plan" or "ESPP"), to provide our employees with an opportunity to purchase
common stock through payroll deductions through periodic offerings to be made
during the period from January 1, 1997 to December 31, 2006. A total of 825,000
shares (after giving effect to a 10% stock dividend in October 2000 and a
3-for-2 stock split in January 2001) of common stock were reserved for issuance
under the ESPP, and 286,959 shares of such shares have been issued under the
ESPP as of June 1, 2001. The ESPP is intended to qualify as an employee stock
purchase plan within the meaning of Section 423 of the Internal Revenue Code.

We generally make one or more periodic offerings, each offering to last three
months, provided that a committee of the Board of Directors will have the power
to change the duration without shareholder approval, to participating employees
to purchase stock under the ESPP. Employees will participate in the ESPP through
authorized payroll deductions, which must exceed $20.00 per month but may not
exceed 15% of the compensation such employee receives during each offering
period or $25,000 in value of stock per year. Amounts withheld from payroll are
applied at the end of each offering period to purchase shares of common stock.
If a participant


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<PAGE>   5


ceases his or her payroll deductions, the committee that administers the ESPP
may return any cash remaining in the participant's account to the participant or
allow such cash to remain in such account to be applied to the purchase of
shares at the end of the then current offering period. The purchase price of the
common stock is equal to 85% of the lower of (i) the market price of common
stock at the beginning of the applicable offering period or (ii) the market
price of common stock at the end of each offering period. The committee that
administers the ESPP may impose reasonable administrative fees on participants
to defray the costs of administering the ESPP. Fees imposed may not exceed the
actual administrative costs of the ESPP.

In addition, we have established a stock option plan for our outside directors.
See "Director Compensation" below.

DIRECTOR COMPENSATION

We pay each director a $2,000 fee for each Board meeting attended, a $500 fee
for each special Board meeting attended and a $250 fee for each Committee
meeting attended, plus expenses. Our officers do not receive any additional
compensation for serving us as members of the Board of Directors or any of its
Committees.

Pursuant to the Company's Outside Directors' Stock Option Plan (the "Outside
Directors' Plan"), adopted in July 1996 and amended in May 2001, each
non-employee director receives on April 1 of each year an option to purchase
1,500 shares of common stock at an exercise price equal to the fair market
value of the common stock on the grant date. Options awarded to non-employee
directors on or after April 1, 2002 will be exercisable with respect to 2,500
shares of common stock to give effect to a 10% stock dividend in October 2000
and a 3-for-2 stock split in January 2001. The options have a term of six years
and become exercisable one year after date of grant, provided, that no option
may be exercised at any time unless the participant is then an outside director
and has been so continuously since the granting of the option (except as
described below), and provided further that upon a Change in Control (as
defined in the Outside Directors' Plan), the options will become immediately
exercisable. Unexercised options will expire upon the termination of a
participant's service as one of our directors, unless such termination was by
reason of death or disability or subsequent to a Change in Control, in which
case the personal representative of the participant may exercise any or all of
the participant's unexercised unexpired options (provided such exercise occurs
within 12 months of the date of the participants' death or termination) or, in
the case of a Change in Control, the participant may exercise any or all of the
participant's unexercised unexpired options but not after the term of such
options. A total of 132,000 shares of common stock have been authorized for
issuance under the Outside Directors' Plan (after giving effect to a 10% stock
dividend in October 2000 and a 3-for-2 stock split in January 2001) and 6,000
options were issued pursuant to the Outside Directors' Plan on each of April 1,
1999, 2000 and 2001. On May 15, 2001, we additionally issued 1,000 options to
each of our four non-employee directors, effective May 1, 2001, at exercise
prices equal to the closing price of our common stock on May 1, 2001. A
total of 45,600 options have been issued as of June 1, 2001, after giving
effect to the stock dividend and stock split. Unless earlier terminated by the
Board of Directors, the Outside Directors' Plan will terminate on July 15,
2006.


                                       5

<PAGE>   6


EMPLOYMENT AGREEMENTS

In September 1996, we entered into employment agreements with William W.
Canfield (36 months; $315,000 per year), Craig N. Cohen (12 months; $180,000 per
year) and Michael E. Smith (12 months; $132,000 per year). The term of each
agreement as well as each individual's current annual base salary is as noted in
parenthesis next to each individual's name. Additionally, each employment
agreement will automatically be extended annually for an additional one-year
period unless prior written notice is delivered to the employee or us by the
other 90 days prior to the anniversary date of such employment agreement. Such
employees are also eligible for a performance bonus based on a formula
recommended by a committee of the Board of Directors and approved by the Board
of Directors. Each employment agreement contains confidentiality provisions that
extend indefinitely after termination of employment as well as non-solicitation
and non-competition provisions that extend for one year after termination of
employment.

If we terminate the employment agreement without "cause" (as defined in the
agreement, but including, without limitation, breach by the employee of the
employment agreement) or the employee terminates the employment agreement for
"good reason" (as defined in the agreement, but including, without limitation,
breach of the employment agreement by us, the reduction of salary, benefits or
other perquisites provided to employee under the agreement and our failure to
agree to an extension of such employee's employment agreement), we would be
obligated to pay the employee his annual base salary plus a bonus (based on
their estimated bonus for the year of termination) over the period, which we
refer to as the "Continuation Period," which is equal to the original term of
his agreement and which period commences on the date of early termination of
such employee, and such amount shall be payable ratably over such Continuation
Period, as well as to continue his employee benefits over such Continuation
Period; however, if his employment agreement is terminated otherwise, the
employee is only entitled to be paid through the date of his early termination.

Further, if within 12 months of a "Change of Control" of us the employee, under
certain circumstances, is terminated or resigns, (a) in the case of Mr.
Canfield, he will be entitled to (i) a lump-sum cash payment equal to $1 less
than three times an amount equal to the average annual compensation received by
Mr. Canfield from us reported on his Form W-2 for the five calendar years
preceding the calendar year of the Change of Control and (ii) the continuation
of certain health insurance benefits for a three-year period and (b) in the case
of Mr. Smith and Mr. Cohen, each will be entitled to (i) a lump-sum cash payment
equal to 100% of their respective annual base salaries plus, (ii) a lump sum
cash payment equal to their anticipated annual bonus (based on their estimated
bonus for the year of termination), (iii) the continuation of certain health
insurance and other employee benefits for a one-year period and (iv) payment for
certain outplacement services. Additionally, we have agreed to make certain
"gross-up" payments in the event any excise taxes are imposed pursuant to
Section 4999 of the Internal Revenue Code of 1986, as amended or replaced,
related to the employment agreements.

The term "Change of Control" shall mean (i) a change of control of a nature that
would be required to be reported in response to Item 1(a) of the Current Report
on Form 8-K, as in effect


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<PAGE>   7


on the date of the agreement, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, or any comparable successor provisions. Without limiting
the foregoing, a "Change of Control" shall also include, without limitation, (i)
the purchase or other acquisition by any person or group of beneficial ownership
of 25% or more of either the then outstanding shares of common stock or the
combined voting power of our then outstanding voting securities entitled to vote
in the election of directors, (ii) when individuals who, as of the date of the
employment agreement, constitute our Board of Directors cease for any reason to
constitute at least two-thirds of the Board of Directors, provided that
generally persons who are approved by the incumbent Board will be deemed a
member thereof, and (iii) approval by our shareholders of a reorganization,
merger, or consolidation, in each case, with respect to which persons who were
our shareholders immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than 50% of the combined
power entitled to vote generally in the election of directors of the
reorganized, merged or consolidated company's then outstanding voting
securities, or our liquidation or dissolution or the sale of all or
substantially all of our assets. The employment agreements contain an
arbitration provision.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Canfield is our Chairman, President and Chief Executive Officer. Although
Mr. Canfield is a member of the Compensation Committee, he does not participate
in deliberations concerning his own compensation or in setting his performance
objectives or goals.

ITEM 14. (a)(3)   Exhibits

See Exhibit Index for the exhibits filed as part of or incorporated by
reference into this report.



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<PAGE>   8


                                    SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                     TALX CORPORATION

                                     By: /s/ CRAIG N. COHEN
                                         --------------------------------
                                         Vice President-Application Services and
                                         Software, Chief Financial Officer and
                                         Secretary

Date: July 18, 2001


                                       8


<PAGE>   9


                                  EXHIBIT INDEX

EXHIBIT
NUMBER      DESCRIPTION
------      -----------

2.1         Agreement and Plan of Merger, dated as of June 21, 2001, by and
            among TALX Corporation, TALXSUBI, Inc. and the shareholders of Ti3,
            Inc., incorporated by reference to Exhibit 2.1 to our Annual Report
            on Form 10-K for the year ended March 31, 2001 (File No. 000-21465)
            +

3.1         Restated Articles of Incorporation of TALX Corporation, as amended,
            incorporated by reference to Exhibit 3.1 to our Annual Report on
            Form 10-K for the year ended March 31, 1997 (File No. 000-21465)

3.3         Bylaws of TALX Corporation, incorporated by reference to Exhibit 3.3
            to our Registration Statement on Form S-1 (File No. 333-10969)

4.1         See Exhibit 3.1

4.2         Warrant Agreement dated as of October 22, 1996 among TALX
            Corporation, First Albany Corporation and Principal Financial
            Securities, Inc., incorporated by reference to Exhibit 4.2 to our
            Annual Report on Form 10-K for the year ended March 31, 1997 (File
            No. 000-21465)

10.1        Intentionally omitted

10.2        Form of Incentive Stock Option Agreement, incorporated by reference
            to Exhibit 10.2 to our Registration Statement on Form S-1 (File No.
            333-10969) ++

10.3        TALX Corporation Amended and Restated 1994 Stock Option Plan,
            incorporated by reference to Exhibit 10.3 to our Annual Report on
            Form 10-K for the year ended March 31, 2001 (File No. 000-21465) ++

10.4        Form of Non-Qualified Stock Option Agreement, incorporated by
            reference to Exhibit 10.4 to our Registration Statement on Form S-1
            (File No. 333-10969) ++

10.6        TALX Corporation Outside Directors' Stock Option Plan, incorporated
            by reference to Exhibit 10.6 to our Registration Statement on Form
            S-1 (File No. 333-10969) ++

10.6.1      Amendment to TALX Corporation Outside Directors' Stock Option Plan

10.7        Form of Director Stock Option Agreement, incorporated by reference
            to Exhibit 10.7 to our Annual Report on Form 10-K for the year ended
            March 31, 1998 (File No. 000-21465) ++



                                       9

<PAGE>   10

EXHIBIT
NUMBER      DESCRIPTION
------      -----------

10.10       Lease dated March 28, 1996 by and between TALX Corporation and
            Stephen C. Murphy, Thomas W. Holley, Arthur S. Margulis and Samuel
            B. Murphy, Trustee of the Samuel B. Murphy Revocable Living Trust
            UTA 1/9/91, dba "Adie Road Partnership," incorporated by reference
            to Exhibit 10.10 to our Registration Statement on Form S-1 (File No.
            333-10969)

10.11       Lease dated August 23, 1993 by and between Prudential Insurance
            Company of America, a New Jersey corporation and EKI Incorporated,
            incorporated by reference to Exhibit 10.11 to Amendment No. 1 to our
            Registration Statement on Form S-1 (File No. 333-10969)

10.12       Intentionally omitted

10.13       Amended and Restated Preferred Stock Purchase Agreement dated
            December 23, 1988 among TALX Corporation, MiTek Industries, Inc.,
            Intech Group, Inc., Gateway Venture, Zinsmeyer Trusts Partnership,
            and Missouri Venture Partners, L.P., incorporated by reference to
            Exhibit 10.13 to Amendment No. 1 to our Registration Statement on
            Form S-1 (File No. 333-10969)

10.14       Securities Purchase Agreement dated November 28, 1990 among TALX
            Corporation, MiTek Industries, Inc., Intech Group, Inc., Gateway
            Venture Partners II, L.P. and Zinsmeyer Trusts Partnership,
            incorporated by reference to Exhibit 10.14 to Amendment No. 1 to our
            Registration Statement on Form S-1 (File No. 333-10969)

10.15       Amendment and Waiver Agreement dated as of July 28, 1996 between
            TALX Corporation, Intech Group, Inc., Intech Partners, L.P., MiTek
            Industries, Inc., Gateway Venture Partners II, L.P., Zinsmeyer
            Trusts Partnership and the Missouri State Employee's Retirement
            System, incorporated by reference to Exhibit 10.15 to our
            Registration Statement on Form S-1 (File No. 333-10969)

10.19       Debenture Purchase Agreement dated May 11, 1990 among TALX
            Corporation, Intech Group, Inc., MiTek Industries, Inc., Gateway
            Venture Partners II, L.P., Zinsmeyer Trusts Partnership, H. Richard
            and Gloria Grodsky, W. Gary and Debra Lowe, Michael and Della Smith
            and John E. and Janet B. Tubbesing, incorporated by reference to
            Exhibit 10.19 to our Registration Statement on Form S-1 (File No.
            333-10969)

10.21       Employment Agreement between TALX Corporation and Mr. Canfield,
            incorporated by reference to Exhibit 10.21 to Amendment No. 2 to our
            Registration Statement on Form S-1 (File No. 333-10969) ++

10.23       Employment Agreement between TALX Corporation and Mr. Smith,
            incorporated by reference to Exhibit 10.23 to Amendment No. 2 to our
            Registration Statement on Form S-1 (File No. 333-10969) ++



                                       10

<PAGE>   11

EXHIBIT
NUMBER      DESCRIPTION
------      -----------

10.24       Employment Agreement between TALX Corporation and Mr. Cohen,
            incorporated by reference to Exhibit 10.24 to Amendment No. 2 to our
            Registration Statement on Form S-1 (File No. 333-10969) ++

10.25       Southwest Bank Line of Credit Note, incorporated by reference to
            Exhibit 10.25 to our Annual Report on Form 10-K for the year ended
            March 31, 2001 (File No. 000-21465)

10.26       License Agreement by and between A2D, L.P. and TALX Corporation,
            dated as of April 1, 2001, incorporated by reference to Exhibit
            10.26 to our Annual Report on Form 10-K for the year ended March 31,
            2001 (File No. 000-21465)*

11.1        Statement regarding computation of Per Share Earnings, incorporated
            by reference to Exhibit 11.1 to our Annual Report on Form 10-K for
            the year ended March 31, 2001 (File No. 000-21465)

23.1        Consent of KPMG, LLP, incorporated by reference to Exhibit 23.1 to
            our Annual Report on Form 10-K for the year ended March 31, 2001
            (File No. 000-21465)

----------
*           Certain portions of this agreement have been omitted pursuant to a
            confidential treatment request and filed separately with the
            Securities and Exchange Commission.

+           TALX Corporation undertakes to furnish supplementally a copy of any
            schedule to the Securities Exchange Commission upon request.

++          Represents management contract or compensatory plan or arrangement.


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