<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

[X]  Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the fiscal year ended December 31, 1999 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:    0-23940
                           -------

                         ALTERNATIVE RESOURCES CORPORATION
                         ---------------------------------
               (Exact name of registrant as specified in its charter)

                    Delaware                             38-2791069
          ---------------------------             -------------------------
          (State or other jurisdiction of              (IRS Employer
           incorporation or organization)            Identification No.)

             600 Hart Road, Suite 300
               Barrington, Illinois                       60010
          ---------------------------             -------------------------
       (Address of principal executive offices)          (Zip Code)

        Registrant's telephone number, including area code: (847) 381-6701

         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

    Rights to Purchase Shares of Junior Preferred Stock, Series A Par Value

                                 $.01 per share
                          ----------------------------
                                (Title of Class)

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 / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) 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. /X/

The registrant estimates that the aggregate market value of the registrant's
Common Stock held by non-affiliates of A.R.C, March 27, 2000 (based upon an
estimate that 96.02% of the shares are so owned by non-affiliates and upon
the closing price for the Common Stock on the Nasdaq National Market) on that
date was approximately $45,214,000. Determination of stock ownership by
non-affiliates was made solely for the purpose of responding to these
requirements and registrant is not bound by this determination for any other
purpose.

As of March 27, 2000, 15,534,940 shares of the registrant's Common Stock were
outstanding.

The following documents are incorporated into this Form 10-K by reference:

  Certain portions of the Annual Report to Stockholders for the fiscal year
     ended December 31, 1999 (Part II).

  Certain portions of the Proxy Statement for the Annual Meeting of Stockholders
     to be held on May 23, 1999 (Part III).


<PAGE>


                                     PART I

ITEM 1.  BUSINESS

OVERVIEW

     Alternative Resources Corporation-Registered Trademark- ("A.R.C" or the
Company"), through its subsidiaries, is a leading provider of information
technology (IT) management and staffing services. The Company's clients consist
principally of Fortune 1000 companies and mid-sized companies with sizable and
complex IT operations. The Company serves its clients through a network of
offices located in the United States and Canada.

     The Company was formed in March 1988 and began providing information
technology staffing services in April 1988. The Company's initial public
offering of securities was in May 1994.

MAJOR DEVELOPMENTS IN 1999

The Company's 1999 operating results were significantly impacted by several
major items. First and foremost, the Company reorganized its field structure
from a branch-based model to a model organized by the functional areas of sales,
recruiting and service delivery. The new model is a natural extension of the
changes announced in the 1998 restructuring and is designed to sell, recruit for
and deliver the Company's services much more effectively and efficiently. As
part of this process, administrative functions that were previously attended to
in the branch structure have now been centralized where they can be processed
in a more efficient manner. In addition, with this new model many of the
field sales and delivery functions will require less office space than required
under the old model. In connection with the new model, the Company incurred a
restructuring and other charges of $5.2 million, most of which relates to
lease costs associated with vacating offices as the Company downsizes its office
space requirements, severance costs associated with the elimination of certain
positions and a write-off of excess fixed assets which is also related to the
downsizing of office space. These charges are more fully explained in the
"Management Discussion and Analysis of Financial Condition and Results of
Operations" and the "Notes to Consolidated Financial Statements", incorporated
by reference to this form 10-K.

The primary objective of reorganizing the Company's field structure was to
change from a decentralized model, with a branch focus to one managed by
function. Under the former model, the sales, recruiting and delivery functions
were managed to the needs and priorities of each particular metropolitan market
with very little consideration given to business opportunities in other markets.
Now, the sales, recruiting and delivery functions are managed functionally
without regard to the geographic barriers.

The sales function is now managed on a regional basis and allows the Company
to reach into markets that were previously ignored. In addition to greater
penetration into more local markets, each account manager has been assigned
to one of three business tiers which will allow them to gain expertise in
selling focused services that are unique to their particular tier. The three
business tiers are:

         Business Partners -  which includes the Company's large
                              national accounts.

         Select Accounts -    which consists of accounts with the
                              potential for more than $1 million in annual
                              revenue.

         General Market -     which represents hundreds of companies
                              outside the Fortune 1000.

The recruiting function is now managed out of three regional centers in Chicago,
Philadelphia and Denver. These regional operations are supplemented by a large
network of field recruiters operating in local markets. By centralizing and
managing the recruiting function on a regional basis, the Company is able to
achieve economies of scale that were not available in the previous branch model.
These benefits include a greater level of recruiting specialization and
stability and more effective coverage across all markets.


<PAGE>

The reorganization has also benefited the Company's delivery function. Under the
old model, the branch staff was responsible for various administrative functions
like order processing, credit and invoice processing. These functions have been
removed from the field responsibility and centralized at the Company's corporate
headquarters. This has allowed the employees responsible for service delivery to
focus on their primary responsibility which is assigning and managing the
Company's technical consultants at client sites. The centralization of
administrative functions has also provided the Company with more efficient and
accurate processing that is associated with economies of scale.

While these changes are significant, it is important to note that the Company's
services and its approach to selling, recruiting and service delivery have
remained relatively intact. The primary change has been how the functions are
managed. Instead of all three functions being managed at a local level under the
direction of a branch manager, they are now managed regionally with greater
focus on their functional objectives. The increased focus is made possible
through the removal of administrative duties and through a management structure
that now places a vice-president over each function.

In addition to the restructuring and other charges, the Company's 1999
operating results have been impacted by a $2.2 million adjustment to revenue
in the fourth quarter as a result of a negotiated resolution of an audit by
one of its major clients. The audit covered the three year period from
calendar 1997 through 1999. The adjustment resulted from a difference in
interpretation of pricing provisions in the master services contract for
certain skill categories. In addition to the resolution of the issue, the
companies have agreed on the pricing terms going forward and have implemented
a business strategy to reduce the Company's overall costs to administer the
account.

A.R.C SERVICES

     During the past four years, A.R.C has evolved from a pure IT staffing
company into a solutions-based provider of IT services. The Company's IT
staffing and solutions services are now sold under the names A.R.C Staffing
Management Services and A.R.C Technology Management Solutions, respectively.
A.R.C's service offerings are designed to provide its clients with flexibility
and expertise to address their IT execution needs whether for managed delivery
of a help desk, data center or network administration; developing applications
to support business processes; deploying technology across an enterprise; or
providing qualified, motivated technical consultants for short or long term
engagements.

A.R.C Staffing Management Services, enable clients to adapt their organizations
to changing business or technology needs without adding to fixed costs or making
long term commitments to staff. Client staffing needs are fulfilled in two major
categories:

-    Operations - including help desk, desktop support, database administration,
     LAN/WAN/telecommunications, and data center operations.

-    Applications - including mainframe/midrange, client server desktop,
     Internet/Intranet, database/data warehousing and packaged applications.

A.R.C Staffing Management Services have been offered since the Company's
inception in 1988.

A.R.C Technology Management Solutions provide management and delivery of
infrastructure development and maintenance expertise, offering managed solutions
and best practices methodologies. A.R.C Technology Management Services assist
clients in integrating the resources, processes and systems for the design,
deployment, operation and support of the clients key IT assets. Technology
Management Services are delivered in three primary functional areas:

     -    User Support Services
     -    Technology Deployment Services, and
     -    Infrastructure Management Services.

The vast majority of the traditional staffing business is invoiced on an hourly
basis. However, under A.R.C Technology Management Services arrangements, the
Company typically utilizes alternative invoicing arrangements. Such arrangements
may include fixed price arrangements or per unit billing. An example of a per
unit billing arrangement would be a price per call on a help desk operation.

A.R.C APPROACH

     The Company has developed a customized approach to the project
assignment process that it believes results in a high degree of client and
technical consultant satisfaction, repeat business from clients and a high
level of technical consultant retention. The Company believes a superior
project assignment entails developing a comprehensive understanding of
clients' needs, matching clients' needs with requisite skills on a timely
basis, and monitoring performance throughout the project. However, the
Company believes that the professional and interpersonal skills required to
interact with clients and interpret and communicate their needs differ
greatly from those required to manage the recruitment and project assignment
of technical consultants. Under the A.R.C approach, project responsibilities
are shared between account managers, recruiters and client staffing managers.

<PAGE>

Account managers focus principally on building and fostering relationships with
clients, understanding the client's organization and assessing the client's
needs, and proposing tailored staffing solutions. Recruiters focus principally
on recruiting and establishing relationships with technical personnel, assessing
their technical and interpersonal skills and selecting appropriate technical
personnel for a project. Client staffing managers assist in the selection of
appropriate technical personnel for a project as well as monitor and motivate
technical consultants on a project. This separation of responsibilities allows
account managers, recruiters and client staffing managers to meet the needs of
their respective constituencies while working together to enhance the prospects
of a superior project assignment.

    As mentioned earlier, account managers are assigned to one of three business
tiers. The business tiers are organized by company size. This allows each
account manager to develop a degree of specialization and insight that is unique
to the targeted companies within their tier. Account managers are responsible
for selling all of the Company's services into their tier. The Company
maintains a Technology Management support staff which is primarily located at
its headquarters in Barrington, Illinois to assist account managers in selling
and delivering ARC Technology Management Solutions. In many instances, the sale
and delivery of Technology Management Solutions projects requires a greater
level of technical knowledge than a prototypical account manager possesses.

RECRUITING OF TECHNICAL PERSONNEL

     As the leading edge of technology continues to outpace the availability of
leading edge skills, the recruitment and retention of technical personnel
represents an expanding challenge. To recruit qualified technical personnel, the
Company places newspaper advertisements, maintains a presence at local technical
college(s) and obtains referrals from its technical employees and clients. The
Company has also expanded its use of the internet as a recruiting tool. In
addition to recruiting technical personnel through its web site
(www.arcnow.com), ARC has entered into a partnership with techies.com, a leading
internet job exchange. The partnership adds a new channel to the Company's
online recruiting efforts by providing access to the most up-to-date databases
of eligible, prospective technology professionals across the country.

     Prospective technical consultants are required to complete an extensive
questionnaire regarding skill levels, experience, education and availability,
and to provide references. Recruiters maintain an active database of qualified
technical personnel along with their related skill levels and availability. This
database is the primary tool used to match qualified technical skills to client
requests.

     Client staffing managers oversee technical personnel once they are assigned
to a client. The responsibilities include answering employment-related
questions, addressing unique client requirements such as training, drug testing,
etc. and handling any travel needs that are associated with the project. In
order to retain a qualified workforce, the Company devotes considerable time and
resources towards serving the needs of its technical consultants. All technical
consultants receive a competitive hourly wage determined by the Company and are
eligible to participate in the Company's 401(k) plan, employee stock purchase
plan and earn bonuses based on referrals of technical personnel. The Company
also provides technical consultants access to computer-based training programs.
Technical consultants also receive a benefits package that allows them to select
from a variety of benefit options, including comprehensive group medical
insurance, vision and dental insurance, long-term disability insurance and group
life insurance. The Company believes that its comprehensive benefits and
training programs encourage technical consultants' loyalty and commitment.

OPERATIONS

     The Company operates through a network of offices located in the United
States and Canada. The Company's principal executive offices are located in
Barrington, Illinois.

CLIENTS

     The Company's clients consist principally of Fortune 1000 companies and
mid-sized organizations with sizable and complex IT operations. The IT
requirements of these organizations often provide opportunities for major
projects that extend for multiple years or generate additional projects. During
1999, the Company provided technical staffing solutions to a wide variety of
entities including computer services companies, systems integrators,
telecommunications companies, banking and financial services entities,
manufacturers, distributors, health care providers and utilities. The Company's
computer services and systems integrator clients often subcontract A.R.C's
services to their own customers. In 1999, the Company's largest clients, IBM and

<PAGE>

Hewlett Packard accounted for approximately 15% and 14% of the Company's total
revenue, respectively.

     A.R.C will typically provide discounts on staffing services to its largest
clients in exchange for the opportunity to sell more volume and the opportunity
to sell its higher margin, value added services, such as its Technology
Management Solutions.

 COMPETITION

     The IT services industry is highly competitive and fragmented and has low
barriers to entry. The Company competes for potential clients with providers of
outsourcing services, systems integrators, computer systems consultants, other
providers of technical staffing services and, to a lesser extent, temporary
personnel agencies. The Company competes for technical personnel with private
and public companies, other providers of technical staffing services, systems
integrators, providers of outsourcing services, computer systems consultants,
clients and temporary personnel agencies.

     The Company believes that the principal competitive factors in obtaining
and retaining clients are accurate assessment of clients' requirements,
timely assignment of technical consultants with appropriate skills and the
price of services. The Company is dependent upon its ability to continue to
attract and retain technical personnel who possess the technical skills and
experience necessary to meet the IT servicing requirements of its clients.
The principal competitive factors in attracting qualified technical personnel
are schedule flexibility, the availability of training, competitive benefits
and compensation, as well as the availability, quality and variety of
projects. The Company believes that many of the technical personnel included
in its databases may also be pursuing other employment opportunities.
Therefore, the Company believes that responsiveness to the needs of technical
personnel is an important factor in the Company's ability to fill projects.

SEASONALITY

     The Company's quarterly results are affected by employment taxes. In
general, the first two quarters of the year carry a significant portion of
payroll tax expense. As employees reach annual payroll limits, usually in the
third and fourth quarters, the Company's payroll tax expense is reduced.

EMPLOYEES

     At December 31, 1999, the Company employed 550 staff employees and
approximately 3,600 technical employees. During all of 1999, the Company
employed more than 10,000 technical employees.

FORWARD-LOOKING STATEMENTS

The Company makes forward-looking statements from time to time and desires to
take advantage of the "safe harbor," which is afforded such statements under the
Private Securities Litigation Reform Act of 1995, when they are accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those in the forward-looking
statements. The statements contained in this Form 10-K, including those under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," statements contained in future filings with the Securities and
Exchange Commission and publicly disseminated press releases, and statements
which may be made from time to time in the future by management of the Company
in presentations to shareholders, prospective investors, and others interested
in the business and financial affairs of the Company, which are not historical
facts, are forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially from those set forth in the
forward-looking statements. Any projections of financial performance or
statements concerning expectations as to future developments should not be
construed in any manner as a guarantee that such results or developments will,
in fact, occur. There can be no assurance any forward-looking statement will be
realized or that actual results will not be significantly different from that
set forth in such forward-looking statement.

In addition to the risks and uncertainties of ordinary business operations, the
forward-looking statements of the Company referred to above are also subject to
the following risks and uncertainties:

-    The Company's ability to attract and retain qualified information
     technology professionals

-    The Company's ability to recruit, train, integrate and retain qualified


<PAGE>

     sales directors, account managers, recruiters and client staffing managers

-    Competition in the information technology services marketplace

-    The Company's continued ability to initiate and develop client
     relationships

-    The Company's ability to identify and respond to trends in information
     technology

-    Unforeseen business trends in the Company's national accounts or other
     large clients

-    Pricing pressures and/or wage inflation and the resulting impact on gross
     profit and net operating margins

-    The ability to successfully integrate acquisitions

-    The ability to successfully enter new geographic markets

-    The Company's overall ability to manage its growth

-    The effect of changes in general economic conditions

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME                       AGE        POSITION
----                       ---        --------
<S>                        <C>        <C>
Raymond R. Hipp            57         Chairman of the Board, President and
                                      Chief Executive Officer
David Nolan                41         President of Field Operations
Steven Purcell             49         Senior Vice President, Chief
                                      Financial Officer, Secretary
                                      and Treasurer

Sharon A. McKinney         53         Senior Vice President - Human Resources
J. Lawrence Winkelman      50         Vice President and Chief Information Officer
Bradley K. Lamers          42         Vice President - Finance
</TABLE>

Mr. Raymond R. Hipp has been Chairman of the Board, President and Chief
Executive Officer of the Company since July 1998. Previously he was Chief
Executive Officer of ITI Marketing Services, a provider of telemarketing
services, from August 1996 until May 1998 when the company was sold. He was a
self-employed management consultant from September 1994 to August 1996. Mr. Hipp
was President of Comdisco Disaster Recovery Services, a provider of business
continuity services for the information technology industry, from 1980 through
August 1994. Mr. Hipp previously held executive and management positions with
International Business Machines Corporation. He currently serves on the Board of
Directors of Gardner Denver Inc.

Mr. David Nolan joined the Company in July 1999. As President of Field
Operations, Mr. Nolan has responsibility for all ARC staffing and technology
management sales and operations. Prior to joining ARC, he held executive level
sales, marketing, business development and product operations positions with
IBM, Comdisco, and, most recently, Lucent Technologies. At Comdisco, Mr. Nolan
held senior marketing and general management positions serving as president of
Comdisco's Disaster Recovery Services Division and, later, executive vice
president of marketing for Comdisco, Inc.

Mr. Steven Purcell joined the Company in August 1998 as Senior Vice President,
Chief Financial Officer, Secretary and Treasurer. In May 1999, Mr. Purcell was
elected to the Board of Directors. Prior to that he was chief financial officer
for American Business Information a provider of business and consumer data and
data processing services. From 1991 to 1996 he served as vice president -
finance, chief financial officer and treasurer, of Micro Warehouse, a direct
marketer of hardware, software and accessories. From 1985 to 1991, he worked for
Electrocomponents, PLC a London-based distributor of electrical products,
serving as chief executive officer for its Misco, Inc. subsidiary and, prior to
that, as vice president - finance for Electrocomponents, Inc., the U.S. holding
company. From 1978 to 1985, he held positions in finance and accounting with

<PAGE>


Hubbell Incorporated, a manufacturer of electrical products, with the most
recent being division controller at the Hubbell Lighting Division. From 1975 to
1978, he was a senior accountant for Price Waterhouse & Company.

Sharon A. McKinney was named Senior Vice President of Human Resources in January
1999. Ms. McKinney reports to ARC's chief executive officer and is responsible
for the human resources function within corporate headquarters and across the
entire 52-branch organization. She brings to this newly created position 18
years of domestic and international business and human resources management
experience. Ms. McKinney joined ARC from GE Capital Fleet Services where she
held the position of senior vice president, Global Human Resources. Previously,
Ms. McKinney spent nearly 10 years with Square D Company, which today is known
as Group Schneider, a French company. Following a series of increasingly
responsible human resources positions, Ms. McKinney spent her last three years
at Groupe Schneider as director of human resources based in Paris, France.

J. Lawrence Winkelman was named Vice President and Chief Information in January
1999. Mr. Winkelman is responsible for information technology planning,
development and delivery within corporate headquarters and across the entire
52-branch organization. Mr. Winkelman joined ARC from Sanwa Business Credit
Corporation, a subsidiary of Sanwa Bank, Ltd., where he had been senior vice
president and chief information officer for seven years. Prior to 1992, Mr.
Winkelman spent 17 years with GE Financial Services, a subsidiary of General
Electric Company, progressing through a series of information technology
positions with increasing management responsibility. From 1971 to 1975, Mr.
Winkelman worked for General Electric Company. Recruited into GE's Manufacturing
Management Training Program, he held engineering positions in four of GE's
manufacturing businesses.

Mr. Bradley K. Lamers joined the Company in March 1995 as Director of Finance
and Controller. He was promoted to Vice President in July 1995. From November
1988 to March 1995, Mr. Lamers served as a division controller for Rogers Foods,
Inc., a wholly owned subsidiary of Universal Foods Corporation. During the three
years prior to November 1988, Mr. Lamers held various financial management
positions at the Corporate headquarters of Universal Foods Corporation. From
1979 to 1985, he was a manager at Ernst and Young.

ITEM 2.  PROPERTIES

     The Company's principal executive office is currently located in
approximately 48,000 square feet of office space in Barrington, Illinois,
pursuant to a lease agreement that expires in October 2009. The Company
leases office space in major markets across the United States and Canada for
all of its sales and recruiting facilities.

ITEM 3.  LEGAL PROCEEDINGS

     In the normal course of business, the Company is a party to various legal
proceedings. The Company does not expect that any currently pending proceedings
will have a material adverse effect on its business, results of operations or
financial condition.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.


<PAGE>


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS.

     The information required by this Item is included in the registrant's
Annual Report to Stockholders for the fiscal year ended December 31, 1999, under
the caption "Stockholder Information," which information is set forth in Exhibit
13 to this Form 10-K and is hereby incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA.

     The information required by this Item is included in the registrant's
Annual Report to Stockholders for the fiscal year ended December 31, 1999, under
the caption "Five Year Summary of Selected Financial Data," which information is
set forth in Exhibit 13 to this Form 10-K and is hereby incorporated herein by
reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

     The information required by this Item is included in the registrant's
Annual Report to Stockholders for the fiscal year ended December 31, 1999, under
the caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations," which information is set forth in Exhibit 13 to this
Form 10-K and is hereby incorporated herein by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK

     The information required by this Item is included in the registrant's
Annual Report to Stockholders for the fiscal year ended December 31, 1999,
under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Quantitative and Qualitative
Disclosures About Market Risk," which information is set forth in Exhibit 13
to this Form 10-K and is hereby incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information required by this Item is included in the registrant's
Annual Report to Stockholders for the fiscal year ended December 31, 1999, under
the captions "Consolidated Balance Sheets," "Consolidated Statements of
Operations," "Consolidated Statements of Comprehensive Income," "Consolidated
Statements of Changes in Stockholders' Equity," "Consolidated Statements of Cash
Flows," "Notes to Consolidated Financial Statements" and "Independent Auditors'
Report," which information is set forth in Exhibit 13 to this Form 10-K and is
hereby incorporated herein by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.

         None.


<PAGE>


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     a.   Directors of the Company

          The information required by this Item is set forth in the registrant's
          Proxy Statement for the Annual Meeting of Stockholders to be held on
          May 23, 2000, under the caption "Election of Directors," which
          information is hereby incorporated herein by reference.

     b.   Executive Officers of the Company

          Reference is made to "Executive Officers of the Registrant" in Part I
          of this Form 10-K.

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this Item is set forth in the registrant's
Proxy Statement for the Annual Meeting of Stockholders to be held on May 23,
2000, under the captions "Executive Compensation," "Board of Directors," and
"Compensation Committee Interlocks and Insider Participation," which information
is hereby incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

            MANAGEMENT

     The information required by this Item is set forth in the registrant's
Proxy Statement for the Annual Meeting of Stockholders to be held on May 23,
2000, under the caption "Securities Beneficially Owned by Principal Stockholders
and Management," which information is hereby incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.


<PAGE>


                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

(a)  (1) FINANCIAL STATEMENTS

     The following financial statements of Alternative Resources Corporation,
     included in the registrant's Annual Report to Stockholders for the fiscal
     year ended December 31, 1999 are included in Part II, Item 8:

          (i)   Consolidated Balance Sheets - as of December 31, 1999 and 1998;

          (ii)  Consolidated Statements of Operations - years ended December 31,
                1999, 1998, and 1997;

          (iii) Consolidated Statements of Comprehensive Income - years ended
                December 31, 1999, 1998, and 1997;

          (iv)  Consolidated Statements of Changes in Stockholders' Equity years
                ended December 31, 1999, 1998, and 1997;

          (v)   Consolidated Statements of Cash Flows - years ended December 31,
                1999, 1998, and 1997;

          (vi)  Notes to Consolidated Financial Statements; and

          (vii) Independent Auditors' Report from KPMG LLP.

     (2)  FINANCIAL STATEMENT SCHEDULES

          (i)   Independent Auditors' Report from KPMG LLP.

          (ii)  Schedule II - Valuation and Qualifying Accounts.

     (3)  EXHIBITS

          3.1  Amended and Restated Certificate of Incorporation, as amended.
               Incorporated herein by reference to Exhibit 3.1 to the Company's
               Form 10-K for the year ended December 31, 1998. (File No.
               0-23940)

          3.2  Amended and Restated By-Laws. Incorporated herein by reference to
               Exhibit 3.2 to the Company's Form 10-K for the year ended
               December 31, 1996. (File No. 0-23940)

          4.1  Rights Agreement dated October 15, 1998 between the Company and
               Harris Trust and Savings Bank, incorporated herein by reference
               to Exhibit 1 to the Company's Form 8-A dated October 20, 1998.

          4.2  Credit agreement dated November 7, 1997, incorporated by
               reference herein to Exhibit 4 to the Company's Form 8-K dated
               November 7, 1997. (File No. 0-23940)

          Exhibits 10.1 through 10.9 are management contracts or compensatory
          plans or arrangements


<PAGE>


          10.1 Amended and Restated Stock Option Plan. Incorporated herein by
               reference to Exhibit 10 to the Company's form 10-Q for the period
               ended June 30, 1997. (File No. 0-23940)

          10.2 Executive Employment Agreement between Alternative Resources
               Corporation and Bradley K. Lamers dated July 21, 1995.
               Incorporated herein by reference to Exhibit 10.9 to the Company's
               Form 10-K for the period ended December 31, 1995. (File No.
               0-23940)

          10.3 Form of Indemnity Agreement between Alternative Resources
               Corporation and its directors and officers. Incorporated herein
               by reference to Exhibit 10.10 to the Company's Registration
               Statement on Form S-1, as amended, Registration No. 33-76584.

          10.4 Executive Employment Agreement between Alternative Resources
               Corporation and Raymond R. Hipp dated July 23, 1998. Incorporated
               herein by reference to the Exhibit 10.1 to the Company's Form
               10-Q for the period ended September 30, 1998. (File No. 0-23940).

          10.5 Executive Employment Agreement between Alternative Resources
               Corporation and Steven Purcell dated August 1, 1998. Incorporated
               herein by reference to the Exhibit 10.2 to the Company's Form
               10-Q for the period ended September 30, 1998. (File No. 0-23940).

          10.6 Stock Option Agreement between Alternative Resources Corporation
               and Raymond R. Hipp dated July 23, 1998. Incorporated herein by
               reference to the Exhibit 10.8 to the Company's Form 10-K for the
               period ended December 31, 1999. (File No. 0-23940).

          10.7 Stock Option Agreement between Alternative Resources Corporation
               and Steven Purcell dated August 3, 1998. Incorporated herein by
               reference to the Exhibit 10.9 to the Company's Form 10-K for the
               period ended December 31, 1999. (File No. 0-23940).

          10.8 Executive Employment Agreement between Alternative Resources
               Corporation and David Nolan dated July 1, 1999. Incorporated
               herein by reference to the Exhibit 10.1 to the Company's Form
               10-Q for the period ended September 30, 1999. (File No. 0-23940).

          10.9 Stock Option Agreement between Alternative Resources Corporation
               and David Nolan dated July 1, 1999. Incorporated herein by
               reference to the Exhibit 10.2 to the Company's Form 10-Q for the
               period ended September 30, 1999. (File No. 0-23940).

          13   Certain portions of the 1999 Annual Report to Stockholders

          21   Subsidiaries of Alternative Resources Corporation

          23   Consent of KPMG LLP

          27   Financial Data Schedule

(b) REPORTS ON FORM 8-K

     There were no reports on Form 8-K filed for the three months ended December
     31, 1999.

(c)  EXHIBITS

     The exhibits filed as part of this Annual Report on Form 10-K are as
     specified in Item 14(a)(3) herein.

(d)  FINANCIAL STATEMENT SCHEDULES

     The financial statement schedule filed as part of this Annual Report on
     Form 10-K is as specified in Item 14(a)(2) herein.


<PAGE>


                                   SIGNATURES

          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 on March 30, 2000.

                         ALTERNATIVE RESOURCES CORPORATION

                         By  /s/ Raymond R. Hipp
                             ------------------------
                         Raymond R. Hipp, Chairman of the Board, President
                           and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 30, 2000.

<TABLE>
<CAPTION>
     SIGNATURE                               TITLE
     ---------                               -----
<S>                             <C>
/s/ Raymond R. Hipp             Chairman of the Board, President and Chief
-----------------------         Executive Officer (Principle Executive
 Raymond R. Hipp                Officer)


/s/ Steven Purcell              Senior Vice President, Chief Financial
-----------------------         Officer, Secretary, Treasurer and Director
    Steven Purcell              (Principal Financial Officer)


/s/ Bradley K. Lamers           Vice President - Finance
-----------------------
    Bradley K. Lamers


/s/ Joanne Brandes              Director
-----------------------
    Joanne Brandes


/s/ George B. Cobbe             Director
-----------------------
    George B. Cobbe


/s/ Syd N. Heaton               Director
-----------------------
    Syd N. Heaton


/s/ A. Donald Rully             Director
-----------------------
    A. Donald Rully


/s/ Bruce R. Smith              Director
-----------------------
    Bruce R. Smith
</TABLE>


<PAGE>


                         ALTERNATIVE RESOURCES CORPORATION

                                    SCHEDULE II
                         VALUATION AND QUALIFYING ACCOUNTS
                    YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                                         Additions
                                                  -------------------------
                                   Balance at     Charged to     Charged to                    Balance
                                   Beginning      Costs and      Other                         at End
Description                        of Year        Expenses       Accounts       Deductions     of Year
-----------                        ---------      --------       --------       ----------     -------
<S>                                <C>            <C>            <C>            <C>            <C>
1999
Allowance for doubtful accounts       $1,704             80            -              262       1,522

1998
Allowance for doubtful accounts          662          1,426            -              384       1,704

1997
Allowance for doubtful accounts          528            318            -              184         662
</TABLE>




<PAGE>


                            INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Alternative Resources Corporation:

Under date of March 24, 2000, we reported on the consolidated balance sheets of
Alternative Resources Corporation and subsidiaries as of December 31, 1999 and
1998, and the related consolidated statements of operations, comprehensive
income, changes in stockholders' equity and cash flows for each of the years in
the three-year period ended December 31, 1999, as contained in the 1999 annual
report to stockholders. These consolidated financial statements and our report
thereon are incorporated by reference in the annual report on Form 10-K for the
year ended December 31, 1999. In connection with our audits of the
aforementioned consolidated financial statements, we also audited the related
consolidated financial statement schedule listed in Item 14(a)(2)(ii). The
consolidated financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion on the consolidated
financial statement schedule based on our audits.

In our opinion, such consolidated financial statement schedule, when considered
in relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.


/s/ KPMG LLP


Chicago, Illinois
March 24, 2000


<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                      Description
------                      -----------
<S>       <C>
3.1       Amended and Restated Certificate of Incorporation, as amended.
          Incorporated herein by reference to Exhibit 3.1 to the Company's Form
          10-K for the year ended December 31, 1998. (File No. 0-23940)

3.2       Amended and Restated By-Laws. Incorporated herein by reference to
          Exhibit 3.2 to the Company's Form 10-K for the year ended December 31,
          1996. (File No. 0-23940)

4.1       Rights Agreement dated October 15, 1998 between the Company and Harris
          Trust and Savings Bank, incorporated herein by reference to Exhibit 1
          to the Company's Form 8-A dated October 20, 1998.

4.2       Credit agreement dated November 7, 1997, incorporated by reference
          herein to Exhibit 4 to the Company's Form 8-K dated November 7, 1997.
          (File No. 0-23940)

Exhibits 10.1 through 10.9 are management contracts or compensatory plans or
arrangements

10.1      Amended and Restated Stock Option Plan. Incorporated herein by
          reference to Exhibit 10 to the Company's form 10-Q for the period
          ended June 30, 1997. (File No. 0-23940)

10.2      Executive Employment Agreement between Alternative Resources
          Corporation and Bradley K. Lamers dated July 21, 1995. Incorporated
          herein by reference to Exhibit 10.9 to the Company's Form 10-K for the
          period ended December 31, 1995. (File No. 0-23940)

10.3      Form of Indemnity Agreement between Alternative Resources Corporation
          and its directors and officers. Incorporated herein by reference to
          Exhibit 10.10 to the Company's Registration Statement on Form S-1, as
          amended, Registration No. 33-76584.

10.4      Executive Employment Agreement between Alternative Resources
          Corporation and Raymond R. Hipp dated July 23, 1998. Incorporated
          herein by reference to the Exhibit 10.1 to the Company's Form 10-Q for
          the period ended September 30, 1998. (File No. 0-23940).

10.5      Executive Employment Agreement between Alternative Resources
          Corporation and Steven Purcell dated August 1, 1998. Incorporated
          herein by reference to the Exhibit 10.2 to the Company's Form 10-Q for
          the period ended September 30, 1998. (File No. 0-23940).

10.6      Stock Option Agreement between Alternative Resources Corporation and
          Raymond R. Hipp dated July 23, 1998. Incorporated herein by
          reference to the Exhibit 10.8 to the Company's Form 10-K for
          the period ended December 31, 1999. (File No. 0-23940).

10.7      Stock Option Agreement between Alternative Resources Corporation and
</TABLE>


<PAGE>

<TABLE>
<S>       <C>
          Steven Purcell dated August 3, 1998. Incorporated herein by
          reference to the Exhibit 10.9 to the Company's Form 10-K for
          the period ended December 31, 1999. (File No. 0-23940).

10.8      Executive Employment Agreement between Alternative Resources
          Corporation and David Nolan dated July 1, 1999. Incorporated
          herein by reference to the Exhibit 10.1 to the Company's Form
          10-Q for the period ended September 30, 1999. (File No. 0-23940).

10.9      Stock Option Agreement between Alternative Resources Corporation
          and David Nolan dated July 1, 1999. Incorporated herein by
          reference to the Exhibit 10.2 to the Company's Form 10-Q for
          the period ended September 30, 1999. (File No. 0-23940).

13        Certain portions of 1999 Annual Report to Stockholders

21        Subsidiaries of Alternative Resources Corporation

23        Consent of KPMG LLP

27        Financial Data Schedule
</TABLE>