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                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
                                          
                                     FORM 10-K/A

(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, 1997 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                             38-279106
          ---------------------------             -------------------------
          (State or other jurisdiction of              (IRS Employer
           incorporation or organization)            Identification No.)

          100 Tri-State International, Suite 300
               Lincolnshire, Illinois                       60069
          ---------------------------             -------------------------
          (Address of principal executive offices)       (Zip Code)

        Registrant's telephone number, including area code: (847) 317-1000

         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
                            ----------------------------
                                  (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.  / /

The registrant estimates that the aggregate market value of the registrant's 
Common Stock held by non-affiliates on March 6, 1998 (based upon an estimate 
that 89.4% of the shares are so owned by non-affiliates and upon the average 
of the closing bid and asked prices for the Common Stock on the Nasdaq 
National Market) on that date was approximately $361,784,000. 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 6, 1998, 15,863,407 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 fiscal year ended
     December 31, 1997 (Part II).
  Certain portions of the Proxy Statement for Annual Meeting of Stockholders
     to be held on April 28, 1998 (Part III).

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                                     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 
April 17, 1998.

                         ALTERNATIVE RESOURCES CORPORATION


                         By /s/ Bradley Lamers              
                            -----------------------------------
                         Bradley Lamers, Vice President,
                         Chief Financial Officer, Secretary, and Treasurer