UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A
                                 Amendment No. 1

[ X ] ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934: For the fiscal year ended December 31, 2002

[ ] 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 1-16025

                        HEADWAY CORPORATE RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                               75-2134871
    (State or Other Jurisdiction of                   (IRS Employer
     Incorporation or Organization)                Identification No.)

                      317 Madison Avenue New York, NY 10017
              (Address of Principal Executive Offices and Zip Code)

                  Registrant's Telephone Number: (212) 672-6501

Securities registered pursuant to Section 12(b) of the Act:

        Common Stock, Par Value $0.0001         American Stock Exchange

Securities registered pursuant to section 12(g) of the Act:

        None

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 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 ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12(b)-2 of the Act). Yes [ ] No [ X ]

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  of the registrant  based of the last sale price on June 28, 2002
is  $787,000.  The  number of  shares  outstanding  of each of the  registrant's
classes of common stock as of March 31, 2003, was 13,914,627.



<PAGE>

                                EXPLANATORY NOTE

     This Amendment No. 1 to the Annual Report on Form 10-K of Headway Corporate
Resources,  Inc.,  for the year ended December 31, 2002, is filed to present the
information  required by Part III of Form 10-K, including Item 10. Directors and
Executive Officers of the Registrant, Item 11. Executive Compensation,  Item 12.
Security  Ownership  of Certain  Beneficial  Owners and  Management  and Related
Stockholder   Matters,   and  Item  13.   Certain   Relationships   and  Related
Transactions.  Further,  Item 15. Exhibits,  Financial Statement Schedules,  and
Reports on Form 8-K, is amended solely to add certain exhibits.

                                TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                                    Page

Part III
10.   Directors and Executive Officers of the Registrant                      3

11.   Executive Compensation                                                  4

12.   Security Ownership of Certain Beneficial Owners and Management and      9
      Related Stockholder Matters

13.   Certain Relationships and Related Transactions                         11

Part IV
15.   Exhibits, Financial Statement Schedule, and Reports on Form 8-K        15

                           FORWARD LOOKING STATEMENTS

     This Annual Report on Form 10-K contains  forward-looking  statements  that
are subject to certain risks,  uncertainties  or assumptions and may be affected
by certain  other  factors,  including  but not limited to the specific  factors
discussed in Part II, Item 5 under  "Market for  Registrant's  Common Equity and
Related Stockholder  Matters",  "Liquidity and Capital Resources",  and "Factors
Which May Impact Future Results and Financial Condition". In some cases, you can
identify  forward-looking  statements by  terminology  such as "may,"  "should,"
"could,"   "expects,"   "plans,"   "projected,"    "anticipates,"    "believes,"
"estimates,"  "predicts,"  "potential," or "continues," or the negative of these
terms or other comparable terminology. In addition, except for historical facts,
all  information   provided  in  Part  II,  Item  7A,  under  "Quantitative  and
Qualitative Disclosures About Market Risk" should be considered  forward-looking
statements.  Should one or more of these risks,  uncertainties  or other factors
materialize,  or should underlying assumptions prove incorrect,  actual results,
performance  or  achievements  of Headway  may vary  materially  from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

     Forward-looking   statements  are  based  on  beliefs  and  assumptions  of
Headway's management and on information  currently available to such management.
Forward-looking  statements speak only as of the date they are made, and Headway
undertakes  no  obligation  to  update  publicly  any of  them in  light  of new
information  or  future  events.  Undue  reliance  should  not be placed on such
forward-looking   statements,   which   are  based  on   current   expectations.
Forward-looking statements are not guarantees of performance.

                                       2

<PAGE>


                                    PART III

           Item 10. Directors and Executive Officers of the Registrant

Directors and Officers

     The following table sets forth the names,  ages, and positions with Headway
for each of the  directors  and  officers of Headway.  The Board of Directors is
divided into three  classes,  and only one class of directors is elected at each
annual  meeting of  stockholders.  The table  indicates  the class of which each
director is a member and the year in which his term expires based on the class.

Name                    Age    Positions (1)                          Term Ends

Barry S. Roseman        49     President, Chief Executive              Class 1
                               Officer and Director                     2005

Ehud D. Laska           53     Director                                Class 2
                                                                        2004

Richard B. Salomon      55     Director                                Class 3
                                                                        2003

Jamie Schwartz          35     Executive Vice President, Chief          N/A
                                Operating Officer of HCSS
                                and Secretary

Philicia G. Levinson    39     Senior Vice President, Chief Financial   N/A
                                Officer and Treasurer

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

(1) All  executive  officers  are elected by the Board and hold office until the
next Annual Meeting of stockholders  and until their  successors are elected and
qualify.

     The following is  information  on the business  experience of each director
and officer.

     Barry S. Roseman oversees all operations of Headway  and its  subsidiaries.
He joined Headway as its Senior Executive  Vice  President  and Chief  Operating
Officer in January  1992,  and became  President in September  1996. In 2002, he
assumed the  responsibilities  of the Chief Executive Officer. He is currently a
director and executive officer of each of Headway's subsidiary corporations. For
nine years prior to 1992,  Mr.  Roseman was employed at FCB/Leber Katz Partners,
Inc., a division of True North Communications,  Inc., in various positions; most
recently as Senior Vice President Director of Agency Operations.

     Ehud D. Laska was appointed a director of Headway in August 1993. He is the
Chairman  and CEO  of Investment  & Benefit  Services, Inc., a  national pension
administration company.  He was the Chairman  of Coleman and Company Securities,
Inc., a  member firm  of the National Association of  Securities  Dealers,  Inc.
until  October  2002.  Mr. Laska was also  a founding  partner and  President of
InterBank  Capital Group, LLC.  Through  these  firms,  Mr. Laska specializes in
building up companies through same industry consolidation and acquisitions.

                                       3

<PAGE>

     Richard B. Salomon  became a director of Headway in June 1995.  He has been
engaged in the private  practice of law for the past five  years,  during  which
period he has been a partner in the law firm of Salans,  counsel to Headway. Mr.
Salomon's  practice is primarily in the areas of real estate and corporate  law.
He currently  serves as a director of Tweedy  Browne  Fund,  Inc., a mutual fund
based in New York City.

     Jamie Schwartz was appointed Chief Operating  Officer of Headway  Corporate
Staffing  Services and  Secretary in June 2000.  Prior to this, he served as the
National Vice President of Headway Corporate Staffing Services.  He was hired by
Irene Cohen  Temps in December  1993,  which was  acquired by Headway  Corporate
Resources in December 1996 as Director of  Technology.  He has a BA in Economics
from the  University of Rochester and his MBA in Operations and Finance from the
William E. Simon Graduate School of Business Administration.

     Philicia G. Levinson  rejoined Headway as its Senior Vice President,  Chief
Financial Officer in October 2001. She originally joined the Company in December
1992  where she held a  variety  of  positions  until  she was  appointed  Chief
Financial  Officer in 1999.  From 1999 to 2001,  she was Senior Vice  President,
Chief  Financial  Officer of  dreamlife,  inc.,  an online  company  focusing on
personal and professional improvement. Ms. Levinson received an MBA from Harvard
Business School and a BA from the University of Virginia.

Section 16(a) Filing Compliance

     Section 16(a) of the Securities  Exchange Act of 1934 requires officers and
Directors  of Headway and persons who own more than ten percent of a  registered
class of Headway's equity securities to file reports of ownership and changes in
their  ownership  on  Forms  3,  4,  and 5  with  the  Securities  and  Exchange
Commission,  and forward copies of such filings to Headway.  Based on the copies
of  filings  received  by  Headway,  during  the  most  recent  fiscal  year the
directors,  officers,  and  beneficial  owners of more than ten  percent  of the
equity securities of Headway  registered  pursuant to Section 12 of the Exchange
Act  have  filed  on a  timely  basis  all  required  Forms  3, 4, and 5 and any
amendments thereto.

                         Item 11. Executive Compensation

Annual Compensation

     The following table sets forth certain information regarding the annual and
long-term  compensation  for services in all capacities to Headway for the prior
fiscal years ended  December 31, 2002,  2001 and 2000, of those persons who were
either (i) the chief  executive  officer of  Headway  during the last  completed
fiscal  year or (ii) one of the other  four most  highly  compensated  executive
officers of Headway as of the end of the last completed fiscal year whose annual
salary  and  bonuses  exceeded  $100,000  (collectively,  the  "Named  Executive
Officers").

                                       4

<PAGE>

<TABLE>
<CAPTION>
                                                      Annual Compensation
                                          __________________________________________________
                                                                                Other Annual
Name and Principal Position        Year   Salary ($) Commission ($)  Bonus ($)  Compensation

<S>                                <C>      <C>      <C>              <C>          <C>
Gary S. Goldstein                  2002     650,000    228,073 (1)    291,320      15,209
  Chairman, Chief                  2001     650,000  1,730,040 (1)         --      74,227
  Executive Officer                2000     650,000    462,425 (1)         --      64,752

Barry S. Roseman                   2002     387,500         --        218,750      12,000
  President, Chief                 2001     350,000         --        150,000      27,458
  Operating Officer                2000     350,000         --         50,000      25,390

Jamie Schwartz                     2002     250,000         --         10,000          --
  Executive Vice President, Chief  2001     243,333         --         25,000          --
  Operating Officer of HCSS        2000     210,000         --         35,000          --

Philicia G. Levinson               2002     200,000         --         35,000          --
  Senior Vice President, Chief     2001      50,000         --         15,000          --
  Financial Officer and Treasurer  2000          --         --             --          --
</TABLE>

(1) Represents commissions on personal search revenue.
<TABLE>
<CAPTION>
                                                        Long Term Compensation
                                          _________________________________________________
                                                         Securities
                                           Restricted    Underlying    LTIP     All Other
Name and Principal Position        Year   Stock Awards  Options/SARs Payouts   Compensation
                                              ($)           (#)        ($)          (1)
<S>                                <C>         <C>       <C>            <C>      <C>
Gary S. Goldstein                  2002        --            --         --           --
  Chairman, Chief                  2001        --            --         --           --
  Executive Officer                2000        --            --         --           --

Barry S. Roseman                   2002        --            --         --           --
  President, Chief                 2001        --            --         --           --
  Operating Officer                2000        --            --         --           --

Jamie Schwartz                     2002        --            --         --       12,500
  Executive Vice President, Chief  2001        --            --         --       25,000
  Operating Officer of HCSS        2000        --        25,000         --       25,000

Philicia G. Levinson               2002        --            --         --           --
  Senior Vice President, Chief     2001        --            --         --           --
  Financial Officer and Treasurer  2000        --            --         --           --
</TABLE>

(1)  Represents  a three  year  deferred  compensation  program,  in  which  Mr.
     Schwartz is a participant.  The three years ended during 2002. As a result,
     Mr. Schwartz received a payout of $75,000 during the year 2002.

                                       5

<PAGE>


Employment and Other Arrangements

     The incentive compensation  arrangements for Messrs.  Goldstein and Roseman
adopted  by the Board in 2000  expired  at the end of 2001.  The year 2002 was a
transition  year for Headway and its management due to the impact of unfavorable
economic  conditions and the  possibility  that Headway might exit the executive
search business, which occurred early in 2003. Accordingly,  in the Board's view
it was not  prudent  to adopt a new  compensation  plan  during  this  period of
transition. During 2002 the Board approved a monthly retention bonus for $31,250
for Mr. Roseman and retention  bonuses  totaling  $291,320 for Mr.  Goldstein in
order to induce them to remain with  Headway.  In March 2003 Headway  exited the
executive  search  segment  of  its  business  through  a sale  of  its  Whitney
subsidiaries  to  a  group  led  by  Gary  Goldstein.  In  connection  with  the
transaction,  Mr. Goldstein  resigned his positions as an Executive  Officer and
member of the Board of Directors of Headway and its remaining subsidiaries. As a
result  of  Mr.   Goldstein's   departure,   Mr.  Roseman   assumed   additional
responsibilities at Headway. Mr. Roseman's salary was increased to $400,000 from
$350,000 in light of his increased level of responsibility.  The Board is now in
the process of evaluating  prospective  compensation  plans and expects to enter
into an  employment  agreement  with Mr.  Roseman  during the year 2003.  In the
interim,  Mr.  Roseman  will  continue to receive a monthly  retention  bonus of
$31,250 in addition to his salary.

Defined Contribution Plan

     At January 1, 1998,  Headway  implemented a 401(k) retirement plan covering
substantially all employees. The plan does not require matching contributions by
Headway,  and  Headway  made no  contributions  to the plan for  2002.  Benefits
payable to an employee under the plan are determined  solely on the basis of the
employee's  contributions.  Prior to 1998,  Headway  had four  qualified  401(k)
contribution  plans for its employees.  Under one plan,  Headway was required to
make  matching  contributions  up to  25%  of  the  amount  contributed  by  the
employees.  Employees are fully vested on their contributions when made, and are
fully vested on employer contributions after five years of service.

Stock Options

     In 1999 the Board of Directors and stockholders  approved Headway's Amended
1993 Incentive Plan. The purpose of the Plan is to provide directors,  officers,
employees,  and  consultants  with  additional  incentives by  increasing  their
ownership interests in the Company. Directors,  officers, and other employees of
the Company and its  subsidiaries  are eligible to  participate  in the Plan. In
addition,  awards may be granted to consultants  providing  valuable services to
the  Company.  Awards under the Plan are granted by the  Executive  Compensation
Committee of the Board and may include  incentive  stock options,  non-qualified
stock  options,  stock  appreciation  rights,  stock  units,  restricted  stock,
restricted stock units, performance shares, performance units, or cash awards.

     The  following  table  sets  forth  certain  information  with  respect  to
unexercised  options  held by the Named  Executive  Officers as of December  31,
2002. No outstanding options held by the Named Executive Officers were exercised
in 2002.

                                       6

<PAGE>

<TABLE>
<CAPTION>
                                     Number of Securities       Value of Unexercised
                                    Underlying Unexercised      In-the-Money Options
Name and Principal Position          Options  at FY End (#)       at FY End ($) (1)
                                   Exercisable/Unexercisable  Exercisable/Unexercisable

<S>                                <C>                        <C>
Gary S. Goldstein
  Chairman, Chief                        355,000/-0-                  -0-/-0-
  Executive Officer

Barry S. Roseman
  President, Chief                       150,000/-0-                  -0-/-0-
  Operating Officer

Jamie Schwartz
  Executive Vice President,             15,000/50,000                 -0-/-0-
  Chief Operating Officer of HCSS


Philicia G. Levinson
  Senior Vice President, Chief            -0-/-0-                     -0-/-0-
  Financial Officer and Treasuer
</TABLE>

------------------------------------------
(1) This value is  determined  on the basis of the  difference  between the fair
market value of the securities  underlying the options and the exercise price at
fiscal year end. The fair market value of Headway's  common stock at fiscal year
end was $0.06, which is the last sale price on December 31, 2002.

Report of the  Executive  Compensation  Committee  of the Board Of  Directors On
Executive Compensation for Fiscal Year 2002

     The Executive  Compensation  Committee (the "Committee") of Headway's Board
of Directors  sets the salaries and other  compensation  of Headway's  executive
officers,  including  the Chairman and Chief  Executive  Officer and other Named
Executive Officers. Compensation for these executive officers consists mainly of
the following items:

o    Salaries, which are intended to be competitive,  are not performance-based,
     as are the annual and long-term elements.

o    Annual incentive awards are based on Headway  performance  versus standards
     adopted early in the year, which may include subjective  factors. No annual
     incentive awards were granted for the fiscal year ending December 31, 2002.

o    Long-term  incentive  awards consist of stock options and performance  unit
     awards.  This  plan  expired  as of  the  end of  2001.  No  new  plan  was
     established in 2002.

o    Commissions:  Because of his position as a recruiter  for Whitney,  Gary S.
     Goldstein receives commissions on his personal search revenue.

     Mr. Goldstein's search revenue commission rate is as follows:

                                       7

<PAGE>


     Revenue                    Commission
     0-$500,000                    10%
     $500-000-$1,000,000           20%
     Greater than $1,000,000       25%

     Mr. Goldstein received $228,073 in commissions in fiscal year 2002.

o    Retention incentives: On April 1, 2002, in connection with the amendment of
     the  Company's  Senior  Credit  Facility,   the  Board  offered   retention
     incentives to Messrs  Goldstein and Roseman in order to induce them to stay
     with the  Company.  In 2002 Mr.  Goldstein  received  $291,320 in retention
     bonuses and Mr. Roseman received retention bonuses totaling $218,750.

     Chief Executive Officer  Compensation:  Mr. Goldstein's salary was $650,000
per annum. This was set by the Committee effective January 1, 2000.

     Chief Operating Officer Compensation: Effective April 1, 2002 the Committee
set Mr.  Roseman's  salary at  $400,000  per annum.  This  represents  a $50,000
increase from his salary in effect since 2000.  In  connection  with the sale of
the Whitney  subsidiaries  (see  below),  Mr.  Roseman  has taken on  additional
responsibilities  at Headway.  This salary  adjustment was necessary in light of
his increased level of responsibility.

     The Board is currently  reviewing Mr. Roseman's  compensation  arrangements
and  is in  the  process  of  determining  an  appropriate  package.  The  Board
anticipates  that  Headway  will enter  into an  employment  agreement  with Mr.
Roseman  upon  completion  of this  process.  In the interim,  Mr.  Roseman will
continue to receive a monthly retention bonus of $31,250.

     Subsequent  Events:  In March 2003,  Headway  exited the  executive  search
segment of its business  through a sale of its Whitney  subsidiaries  to a group
led by Gary  Goldstein.  In  connection  with  the  transaction,  Mr.  Goldstein
resigned  his  positions  as an  Executive  Officer  and  member of the Board of
Directors of Headway.

     Section 162(m) of the Internal  Revenue Code:  This section of the Internal
Revenue Code (the "Code")  limits  Headway to a deduction for federal income tax
purposes of no more than $1,000,000 of  compensation  paid to any name executive
officer in a taxable year.  Compensation  above $1,000,000 may be deducted if it
is a  "performance-based  compensation"  within  the  meaning  of the Code.  The
shareholders  approved,  at its 1999  shareholders  meeting,  performance  based
compensation.

     Conclusion: The Committee will continue to monitor the annual and long-term
compensation of the named  executive  officers making it contingent on Headway's
performance,  linking  realization of rewards  closely to increases in financial
performance  and shareholder  value.  Headway is committed to this philosophy of
pay for performance,  recognizing the competitive market for talented executives
and  the  volatility  of  Headway's  business  may  result  in  highly  variable
compensation for the period.

                                    Members of the Compensation Committee

                                    Ehud D. Laska, Chair

                                       8

<PAGE>


     Item 12. Security Ownership of Certain Beneficial Owners and Management
                         and Related Stockholder Matters

Principal Stockholders

     The  following  table  sets  forth as of April 24,  2003,  the  number  and
percentage  of the  outstanding  shares of Common  Stock that,  according to the
information supplied to Headway,  were beneficially owned by each person who, to
the  knowledge  of  Headway,  is the  beneficial  owner  of more  than 5% of the
outstanding Common Stock.  Except as otherwise  indicated,  the persons named in
the table have sole  voting  and  dispositive  power with  respect to all shares
beneficially owned, subject to community property laws where applicable.

                                         Amount and Nature of
                                         Beneficial Ownership
                                         --------------------
                                     Common    Options, Warrants Percent of
                                     Shares      And Rights (1)  Class (2)


Gary S. Goldstein                   1,877,005        355,000       15.6%
850 Third Avenue
New York, NY 10022

GarMark Partners, L.P. (3)          2,000,001     15,941,115       60.1%
1325 Avenue of the Americas
26th Floor
New York, NY 10019

Moore Macro Fund, L.P. (4)            749,970      5,966,665       33.8%
c/o Moore Capital
1251 Avenue of the Americas,
53rd Floor
New York, NY 10020

Banc of America Securities, LLC (5)   250,029      1,989,880       14.1%
9 West 57th Street
New York, NY 10019

FSC Corporation (6)                     -0-          859,433        5.8%
Fleet Bank, N.A.
Managed Assets Division
777 Main Street
Hartford, CT  06115


(1) These  figures  represent  options and warrants that are vested or will vest
within 60 days from the date as of which information is presented in the table.

(2) These figures represent the percentage of ownership of the named individuals
assuming  each of them alone has  exercised  his or her  options,  warrants,  or
conversion rights.

(3) GarMark  Partners,  L.P.,  is the holder of Series G  Convertible  Preferred
Stock of Headway,  which is convertible to 15,911,107  shares of Common Stock. E
Garrett  Bewkes,  III,  and Mark  Solow  are the  Managing  Members  of  GarMark
Associates  L.L.C.,  the  general  partner  of  GarMark  Partners,   L.P.,  and,
therefore,  these  persons  may be deemed to have shared  voting and  investment
control with respect to such shares.  Until  recently,  Mr.  Bewkes  served as a
non-employee  director of Headway, for which he was entitled to receive annually
5,000  options to purchase  Common Stock.  Mr.  Bewkes  elected to have all such
options  issued to GarMark  Partners,  L.P., so the figure in the table includes
the options. Mr. Bewkes resigned from the Board of Directors in March 2003.

                                       9

<PAGE>

(4) Moore Macro Fund, L.P. is the holder of Series G Convertible Preferred Stock
of Headway,  which is  convertible  to 5,966,665  shares of Common Stock.  Moore
Macro Fund, L.P. also holds 749,970 shares of Common Stock.

(5) Banc of  America  Securities,  LLC,  is the  holder of Series G  Convertible
Preferred Stock of Headway,  which is convertible to 1,989,880  shares of Common
Stock.  Banc of  America  Securities,  LLC also holds  250,029  shares of Common
Stock.

(6) These figures represent  warrants to purchase Common Stock that were granted
in  connection  with the  amendment  of the  Company's  Senior  Credit  Facility
completed on April 18, 2002.

Management

     The  following  table  sets  forth as of April  24,  2003  the  number  and
percentage  of the  outstanding  shares of Common Stock which,  according to the
information supplied to Headway,  were beneficially owned by (i) each person who
is  currently a director or executive  officer of Headway,  and (ii) all current
directors  and  executive  officers of Headway as a group.  Except as  otherwise
indicated, the persons named in the table have sole voting and dispositive power
with respect to all shares  beneficially  owned,  subject to community  property
laws where applicable.

                                    Amount and Nature of
                                    Beneficial Ownership
                                    --------------------
                                    Common      Options,    Percent of
                                    Shares      Warrants     Class (2)
                                             And Rights (1)

Barry S. Roseman                    383,629      150,000       3.8%
317 Madison Avenue
New York, NY  10017

Ehud D. Laska                        79,580       25,000       0.8%
Interbank Capital Group
630 Fifth Avenue
New York, NY  10111

Richard B. Salomon                   49,965       25,000       0.5%
Salans
620 Fifth Avenue
New York, NY  10020

Jamie Schwartz                         -0-        15,000       0.1%
317 Madison Avenue
New York, NY  10017

Philicia G. Levinson                 66,621          -0-       0.5%
317 Madison Avenue
New York, NY  10017


All Executive officers and          579,795      215,000       5.6%
 Directors as a Group
 (5 Persons)
--------------------------------------------

                                       10

<PAGE>

(1) These  figures  represent  options and warrants that are vested or will vest
within 60 days from the date as of which information is presented in the table.

(2) These figures represent the percentage of ownership of the named individuals
assuming  each of them alone has  exercised  his or her  options,  warrants,  or
conversion rights,  and percentage  ownership of all officers and directors of a
group assuming all such purchase or conversion  rights held by such  individuals
are exercised.

Equity Compensation Plans

     The  following  table  summarizes  information,  as of December  31,  2002,
relating to equity compensation plans of the Company pursuant to which grants of
options, restricted stock units or other rights to acquire shares may be granted
from time to time.
<TABLE>
<CAPTION>
                           Equity Compensation Plan Information
----------------------------------------------------------------------------------------------

                                 Number of                             Number of securities
                             securities to be    Weighted-average     remaining available for
                                issued upon      exercise price of     future issuance under
Plan category                   exercise of         outstanding      equity compensation plans
                                outstanding      options, warrants     (excluding securities
                             options, warrants      and rights       reflected in column (a))
                                and rights              (b)                  (c)
                                    (a)
----------------------------------------------------------------------------------------------
<S>                              <C>                    <C>                 <C>
Equity compensation plans        1,636,281              $4.14               1,604,719
approved by security
holders (1)
----------------------------------------------------------------------------------------------
Equity compensation plans               --                --                       --
not approved by security
holders
----------------------------------------------------------------------------------------------
</TABLE>

(1)   This plan is the Company's Amended 1993 Stock Incentive Plan.

                  Item 13. Certain Relationships and Related Transactions

     In March 1998, Headway obtained $105 million of financing consisting of $75
million in senior  debt,  $20  million of equity  financing  and $10  million of
senior subordinated debt.

     The  debt  included  a  Senior  Facility,  which  is now $72  million  plus
outstanding letters of credit for $1,687,000,  under which Bank of America, N.A.
(the successor to  NationsBank,  National  Association)  is a lender and acts as
agent for a group of participating  lenders (the "Senior  Lenders").  The Senior
Lenders include Fleet National Bank.

     The Senior  Subordinated  Debt was  issued  under an  indenture  to GarMark
Partners, L.P. ("GarMark"),  Moore Global Investments,  Ltd. ("Moore"),  Banc of
America  Securities,  LLC ("BOA"),  and Remington  Investment  Strategies,  L.P.
("Remington").  Furthermore,  GarMark,  Moore,  BOA, and Remington  provided $20
million of equity  financing  through the  purchase of 1,000  shares of Series F
Convertible Preferred Stock of Headway ("Series F Stock").  GarMark, Moore, BOA,
and Remington, purchased 666.67, 205, 83.33 and 45 shares of the Series F Stock,
respectively.  E. Garrett Bewkes,  III, who served as a director of Headway from
March 1998 to March 2003, is a Managing Member of GarMark Associates L.L.C., the
general partner of GarMark.

     As of June 30, 2001,  Headway failed to comply with certain financial ratio
covenants in the Senior Facility and Senior Subordinated Debt. As a result, Bank
of America,  as agent for the Senior Lenders issued a notice of payment blockage
to prevent Headway from paying interest on the Senior Subordinated Debt. In June
2001,  the board of directors  determined not to declare a dividend on Headway's
outstanding Series F Stock, believing that it was not in the interest of Headway

                                       11

<PAGE>

to declare a dividend until the covenant  defaults under the Senior Facility and
Senior Subordinated Debt were resolved.

     In August 2001,  Headway  amended the Senior Facility and obtained a waiver
of the financial ratio defaults. Concurrently,  Headway amended the terms of the
Senior  Subordinated Debt and exchanged all 1,000 shares of outstanding Series F
Stock for an equal number of shares of Series G Convertible Preferred Stock (the
"Series G Stock"). As a negotiated element of the transaction, we also issued to
the holders of the Series G Stock:

o    Warrants to purchase an aggregate  of 1,000,000  shares of our common stock
     at an  exercise  price of $1.10  per  share  that  expire  on the  later of
     September  7,  2006 and the  date on  which  all  principal,  premiums  and
     interest on the Senior  Subordinated  Debt has been paid in full and all of
     the  Preferred  Stock has been  redeemed or converted  (the "First Series G
     Warrants");

o    Warrants to purchase an additional 1,150,000 shares at an exercise price of
     $0.01 per share  exercisable  from  January 2, 2002,  through  the later of
     January 2, 2007 and the date on which all principal,  premiums and interest
     on the  Senior  Subordinated  Debt  has  been  paid in full  and all of the
     Preferred  Stock has been  redeemed  or  converted  (the  "Second  Series G
     Warrants"); and,

o    Warrants to purchase an additional  850,000  shares at an exercise price of
     $3.05 per shares  exercisable  from  January 2, 2002,  through the later of
     January 2, 2007 and the date on which all principal,  premiums and interest
     on the  Senior  Subordinated  Debt  has  been  paid in full  and all of the
     Preferred  Stock  has been  redeemed  or  converted  (the  "Third  Series G
     Warrants").

The First  Series G  Warrants,  Second  Series G  Warrants,  and Third  Series G
Warrants are collectively referred to as the "Series G Warrants".

     Under the  amendments to the Senior  Subordinated  Debt,  Headway  obtained
waivers of the financial  covenant and interest payment  defaults,  agreed to an
increase in the note interest rate to 20 percent retroactive to July 1, 2001, if
all  interest  accrued at April 1,  2002,  was not paid in full as of that date,
modified certain financial covenants, and agreed to negotiate for the payment of
alternative  consideration if all accrued payment  obligations at April 1, 2002,
were not paid as of that date,  which,  unless  Headway and the holders  thereof
otherwise agreed,  was to include a decrease in the exercise price of all Series
G Warrants to $0.01 per share. Headway did not make any of the required interest
or dividend payments.

     The Series G Stock  issued to the former  holders of the Series F Stock was
convertible to common stock of Headway at a conversion price of $5.58 per share;
provided,  that the  conversion  price would  decrease to $2.75 per share if all
accrued interest on the Senior  Subordinated  Debt and accrued  dividends on the
Series G Stock was not paid in full as of January 2,  2002,  and would  decrease
further to $1.00 per share if such  interest and  dividends was not paid in full
as of April 1,  2002.  Headway  did not make  any of the  required  interest  or
dividend payments, so the conversion price is now $1.00 per share.

     The Series G Stock is senior to the common stock with respect to payment of
dividends and  distributions  in liquidation.  Holders of the Series G Stock are
entitled  to receive  dividends  payable  quarterly  equal to 7.5 percent of the
liquidation  preference value of the Series G Stock,  which is $20,000 per share
or a total of $20 million;  provided,  that the dividend rate would increased to
nine  percent if all  accrued  dividends  on the Series G Stock were not paid in
full on  January  2,  2002,  and  increase  further  to 10  percent  if all such

                                       12

<PAGE>

dividends  were not paid in full as of April 1, 2002.  Headway  did not make the
required interest or dividend payments, so the dividend rate is now 10 percent.

     No dividends or distributions  may be made with respect to the common stock
unless  all  dividend  payments  on the Series G Stock are  current.  Holders of
Headway's  Series G Stock  have the  right to elect  one  member of the board of
directors and elect  one-third of the board of directors so long as a default in
dividend payments exists and is continuing.

     On April 17, 2002, Headway further amended and restated the Senior Facility
and obtained a waiver of the financial ratio  defaults,  as well as an extension
of the  maturity  date to June 30,  2003.  Among other  things,  this  amendment
required us to issue  warrants to the Senior Lenders to purchase an aggregate of
2,455,522  shares of our common  stock at an  exercise  price of $0.25 per share
exercisable  through at least  April 30,  2007,  including  warrants to purchase
859,433 shares issued to FSC  Corporation,  the designee of Fleet National Bank.
The  holders of the  warrants  have the right to demand on four  occasions  that
Headway  register  for  resale  under the  Securities  Act of 1933 the shares of
common stock issuable under the warrants, all at Headway's expense. Furthermore,
the holders have unlimited piggy-back registration rights.

     Concurrently, but effective as of March 31, 2002, Headway amended the terms
of the Senior Subordinated Debt. As a negotiated element of the transaction, the
exercise  prices of the First  Series G Warrants and the Third Series G Warrants
was changed to $0.25 per share.  All of the Series G Warrants were  exercised in
May 2002. Under the amendments to the Senior Subordinated Debt, Headway obtained
waivers of the  financial  covenant  and  interest  payment  defaults,  modified
certain  financial  covenants,  as well as  continued  deferral of interest  and
dividend payments through a date that is no later than June 30, 2003. As part of
this  transaction,  the  holders of the Senior  Subordinated  Debt agreed to the
elimination of the requirement to pay five percent of additional interest on the
Senior  Subordinated Debt, which was to take effect  retroactively as of July 1,
2001.

     In December 2002, the Company  further  amended the Senior Credit  Facility
and obtained a waiver of compliance with certain financial covenants,  which the
Company had failed as of that date. The amendment  provided a waiver and reduced
the amount of the monthly cash interest payment through March 31, 2003. Although
the Company was in compliance  with the  Amendment as of December 31, 2002,  the
waiver  expired on March 31,  2003  causing  the Company to be in default of the
Senior  Credit  Facility.  The  existence of events of default  under the Senior
Credit  Facility  creates  cross-defaults  under the  Indenture  for the  Senior
Subordinated  Notes and the Certificate of Designation for the Preferred  Stock.
Upon the occurrence and during the continuation of an event of default under the
Certificate  of  Designations,  holders  of  the  Preferred  Stock  may  require
redemption of the Preferred Stock by the Company.

     The Senior Credit  Facility  expires on June 30, 2003, with all outstanding
amounts  then due.  The Company is  currently  in  negotiations  with its Senior
Lenders and the holders of its Senior  Subordinated  Notes and  Preferred  Stock
(collectively,  the  "Senior  Creditors")  to further  amend the  Senior  Credit
Facility,  Indenture  and  Certificate  of  Designations,  which would include a
waiver and an extended  maturity  date as well as modified  financial  covenants
that would give the Company greater flexibility to operate.  The Company is also
currently  in  negotiations  with the  Senior  Creditors  concerning  a possible
restructuring  of  the  Company's   outstanding   debt  and  equity.   Any  such
restructuring  would likely  involve a  significant  reduction in the  Company's
debt, new debt and equity financing and a significant dilution in the percentage
of  the  outstanding   common  stock  held  by  the  Company's   current  common
stockholders.  No  assurances  can be  given  that  any  restructuring  will  be
accomplished  or as to the terms  thereof.  If such  waivers and  amendments  or
restructuring is not achieved and the Senior Creditors exercise their rights and
remedies  as a result of the pending  events of default or upon the  maturity of

                                       13

<PAGE>

the  Senior  Credit  Facility  on June 30,  2003,  the  Company  would  not have
sufficient  liquidity  to  meet  its  obligations,  and may  need  to  file  for
bankruptcy pursuant to chapter 11 of the Bankruptcy Code.

     Each of the Senior Facility,  Senior  Subordinated Debt, and Series G Stock
contain  covenants that require the lenders and equity owners to approve certain
corporate  transactions  and  activities,  including,  acquisitions in excess of
specified  limits,  sales of substantial  assets or  subsidiaries,  implementing
additional  debt  facilities  in excess of  specified  limits,  sales of Headway
securities  in certain  circumstances,  amending  Headway's  charter  documents,
effecting or  permitting a sale of Headway,  issuing  stock  options and similar
incentive  arrangements  involving Headway's securities,  and other matters. The
existence  of these  rights  could  inhibit  the ability of Headway to effect or
participate  in  transactions  acceptable  to  Headway,  but not the  lenders or
holders of the Series G Stock,  or the ability of stockholders to participate in
a transaction in which they might  otherwise  receive a premium for their shares
over the then-current market price.

     On March 13, 2003, Headway Corporate  Resources,  Inc. exited the executive
search segment of its business through a sale of its Whitney  subsidiaries.  All
of Headway's  interest in the Whitney  subsidiaries  were sold to Whitney Group,
LLC,  a New  York  limited  liability  company  (the  Whitney  Group").  Gary S.
Goldstein,  who had resigned his positions as an officer and director of Headway
and its subsidiaries,  is an officer and principal owner of membership  interest
in the Whitney Group.

     In consideration  for the sale, the Whitney Group (i) issued to the Company
a 15 percent membership  interest in the Whitney Group (subject to adjustment in
certain circumstances), (ii) issued a promissory note in the principal amount of
$2,000,000,  and (iii) is obligated  to pay an earnout  equal to five percent of
Whitney Group's gross revenues, as defined, during a five-year period commencing
January 1, 2003.  The note bears interest at the Prime Lending Rate as in effect
from time to time, plus two percent per annum. Interest is payable quarterly and
the full  principal  amount of the note is payable in January 2005.  The Whitney
Group may, at its election, prepay and terminate the promissory note and earnout
obligation  through a lump sum payment of  $5,000,000  less the actual amount of
principal  previously  paid on the  promissory  note and earnout  payments.  The
Whitney Group is obligated to prepay the promissory note and earnout  obligation
on the foregoing terms if one or more specified events occur prior to January 1,
2006, that constitute a change in control or ownership of the Whitney Group. The
Company has estimated the fair market value of the promissory note at $1,400,000
and the 15% equity interest at $45,000. This transaction will be recorded in the
2003  financial  statements  and is not expected to result in a material gain or
loss on the Company's results of operations.

                                       14

<PAGE>


                                     Part IV

    Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

Exhibits

     Copies of the  following  documents are included as exhibits to this report
pursuant to Item 601 of Regulation S-K.

Exhibit No. Title of Document                                       Location

    3.1     Certificate of Incorporation (1)                        Ex. No. 1

    3.2     By-Laws (1)                                             Ex. No. 2

    3.3     By-Law Amendments (2)                                   Ex. No. 5

    4.1     Series F Preferred Stock Designation (2)                Ex. No. 4

    4.6     Securities Purchase Agreement dated March 19, 1998 (2)  Ex. No. 6

    4.7     Registration Rights Agreement dated March 19, 1998 (2)  Ex. No. 7

    4.8     Indenture dated March 19, 1998 (2)                      Ex. No. 8

    4.9     Fourth Supplemental Indenture, dated as of August 24,   Ex. No. 4.1
              2001 (3)

   4.10     Limited Waiver and Amendment dated as of August 24,     Ex. No. 4.3
              2001 (3)

   4.11     Form of Senior Subordinated Note (2)                    Ex. No. 9

   4.12     Guaranty Agreement dated March 19, 1998 (2)             Ex. No. 10

   4.13     Credit Agreement dated March 19, 1998, including        Ex. No. 11
              Exhibit A - Commitment Percentage, and
              Exhibit F - Form of Revolving Note (2)

   4.14     Seventh Amendment and Limited Waiver to Credit          Ex. No. 4.2
              Agreement dated as of August 24, 2001, to the
              Credit Agreement dated as of March 19, 1998 (3)

   4.15     Guaranty Agreement dated March 19, 1998 (2)             Ex. No. 12

   4.16     Security Agreement dated March 19, 1998 (2)             Ex. No. 13

   4.17     Pledge Agreement dated March 19, 1998 (2)               Ex. No. 14

   4.18     LC Account Agreement dated March 19, 1998 (2)           Ex. No. 15

   4.19     Intellectual Property Security Agreement dated March    Ex. No. 16
              19, 1998 (2)

                                       15

<PAGE>

   4.20     Amended and Restated Indenture dated April 18, 2002 (4) Ex. No. 4.8

   4.21     Amended and Restated Credit Agreement dated April 17,   Ex. No. 4.10
              2002 (4)

   10.1     Purchase Agreement between Headway Corporate            Ex. No. 10.1
              Resources, Inc., and Whitney Group, LLC dated
              March 7, 2003 (5)

   21.1     Subsidiaries of Headway (6)                             Ex. No. 16

   99.1     Certification of the Chief Executive Officer pursuant   This Filing
              to Section 906 of the Sarbanes-Oxley Act of 2002

   99.2     Certification of the Chief Financial Officer pursuant   This Filing
              to Section 906 of the Sarbanes-Oxley Act of 2002


(1) These exhibits are included in Headway's  annual report on Form 10-KSB,  for
the fiscal year ended  December  31,  1996,  and filed with the  Securities  and
Exchange  Commission  on March 27,  1997,  and are  incorporated  herein by this
reference. The reference under the column "Location" is to the exhibit number in
the report on Form 10-KSB.

(2) These  exhibits are included in Headway's  current report on Form 8-K, dated
March  19,  1998,  and  filed  with the  Commission  on April 3,  1998,  and are
incorporated herein by this reference. The reference under the column "Location"
is to the exhibit number in the report on Form 8-K.

(3) These exhibits are included in Headway's  quarterly report on Form 10-Q, for
the quarter ended September 30, 2001, and filed with the Securities and Exchange
Commission on November 14, 2001, and are incorporated  herein by this reference.
The reference under the column "Location" is to the exhibit number in the report
on Form 10-Q.

(4) These  exhibits are included in Headway's  annual  report on Form 10-K/A for
the fiscal year ended  December  31,  2001,  and filed with the  Securities  and
Exchange  Commission  on April  30,  2002,  and is  incorporated  herein by this
reference. The reference under the column "Location" is to the exhibit number in
the report on Form 10-K.

(5) This exhibit is included in Headway's current report on Form 8-K dated March
13, 2003,  and filed with the  Securities  and Exchange  Commission on March 28,
2003, and is  incorporated  herein by this  reference.  The reference  under the
column "Location" is to the exhibit number in the report on Form 8-K.

(6) This  exhibit is included in  Headway's  annual  report on Form 10-K for the
fiscal year ended  December 31, 2000, and filed with the Securities and Exchange
Commission on March 30, 2001, and is incorporated herein by this reference.  The
reference under the column  "Location" is to the exhibit number in the report on
Form 10-K.

                                       16

<PAGE>


                                   Signatures

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

                                    Headway Corporate Resources, Inc.


Date:  April 29, 2003               By:   /s/ Barry S. Rosman
                                          --------------------------------------
                                          Barry S. Roseman, President and Chief
                                          Executive Officer


Date:  April 29, 2003               By:   /s/ Philicia G. Levinson
                                          --------------------------------------
                                          Philicia G. Levinson, Chief Financial
                                          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 and on the dates indicated.

Dated: April 29, 2003           /s/ Barry S. Rosman
                                -------------------
                                Barry S. Roseman, Director, President
                                and Chief Executive Officer


Dated: April 29, 2003           /s/ Ehud D. Laska
                                -----------------
                                Ehud D. Laska, Director


Dated: April 29, 2003           /s/ Richard B. Salomon
                                ----------------------
                                Richard B. Salomon, Director


Dated: April 29, 2003           /s/ Philicia G. Levinson
                                ------------------------
                                Philicia G. Levinson, Chief Financial Officer
                                (Principal Financial and Accounting Officer)


                                       17

<PAGE>


                                  CERTIFICATION

I, Barry S. Roseman, certify that:

1.   I have  reviewed  this  annual  report  on Form 10-K of  Headway  Corporate
     Resources, Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: April 29, 2003                    By:   /s/ Barry S. Rosman
                                              --------------------------------
                                              Barry S. Roseman, President and
                                              Chief Executive Officer

                                       18

<PAGE>


                                  CERTIFICATION

I, Philicia G. Levinson, certify that:

1.   I have  reviewed  this  annual  report  on Form 10-K of  Headway  Corporate
     Resources, Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the  registrant  as of, and for, the periods  presented  in this  quarterly
     report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: April 29, 2003                By:   /s/ Philicia G. Levinson
                                          --------------------------------------
                                          Philicia G. Levinson, Chief Financial
                                          Officer

                                       19