4

5

Exhibit No. 1
Headway Corporate Resources, Inc.
Form 10-KSB
File No. 0-23170

                  CERTIFICATE OF INCORPORATION
                               OF
                HEADWAY CORPORATE RESOURCES, INC.
                                
                                
                            ARTICLE I
                              NAME

      The name of the Corporation is Headway Corporate Resources,
Inc.

                           ARTICLE II
             REGISTERED OFFICE AND AGENT FOR SERVICE

      The  address of the Corporation's registered office in  the
State  of Delaware is in the county of New Castle, at 1013 Centre
Road,  Wilmington,  Delaware 10805.  The name of  its  registered
agent at such address is Corporation Service Company.

                           ARTICLE III
                       CORPORATE PURPOSES

      The  purpose of the Corporation is to engage in any  lawful
act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.

                           ARTICLE IV
                          CAPITAL STOCK

1.   Shares, Classes and Series Authorized.

      The  total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 25,000,000
shares.   Stockholders shall not have any preemptive rights,  nor
shall  stockholders have the right to cumulative  voting  in  the
election of directors or for any other purpose.  The classes  and
the  aggregate number of shares of stock of each class which  the
Corporation shall have authority to issue are as follows:

(a)   20,000,000  shares  of  Common  Stock,  $0.0001  par  value
("Common Stock").

(b)   5,000,000  shares  of Preferred Stock,  $0.0001  par  value
("Preferred Stock").

2.   Powers and Rights of the Preferred Stock.

      The Preferred Stock may be issued from time to time in  one
or  more series, with such distinctive serial designations as may
be stated or expressed in the resolution or resolutions providing
for  the  issue of such stock adopted from time to  time  by  the
Board  of  Directors;  and  in  such  resolution  or  resolutions
providing  for the issuance of shares of each particular  series,
the  Board of Directors is also expressly authorized to fix:  the
right to vote, if any; the consideration for which the shares  of
such  series  are to be issued; the number of shares constituting
such  series, which number may be increased (except as  otherwise
fixed by the Board of Directors) or decreased (but not below  the
number  of shares thereof then outstanding) from time to time  by
action  of  the  Board of Directors; the rate of  dividends  upon
which  and the times at which dividends on shares of such  series
shall be payable and the preference, if any, which such dividends
shall have relative to dividends on shares of any other class  or
classes  or any other series of stock of the Corporation; whether
such  dividends  shall  be cumulative or  noncumulative,  and  if
cumulative, the date or dates from which dividends on  shares  of
such  series shall be cumulative; the rights, if any,  which  the
holders of shares of such series shall have in the event  of  any
voluntary  or  involuntary  liquidation,  merger,  consolidation,
distribution or sale of assets, dissolution or winding up of  the
affairs of the Corporation; the rights, if any, which the holders
of  shares of such series shall have to convert such shares  into
or  exchange such shares for shares of any other class or classes
or  any other series of stock of the Corporation or for any  debt
securities  of  the  Corporation and the  terms  and  conditions,
including  price  and  rate of exchange, of  such  conversion  or
exchange;  whether  shares of such series  shall  be  subject  to
redemption, and the redemption price or prices and other terms of
redemption, if any, for shares of such series including,  without
limitation,  a redemption price or prices payable  in  shares  of
Common  Stock; the terms and amounts of any sinking fund for  the
purchase or redemption of shares of such series; and any and  all
other  designations,  preferences, and  relative,  participating,
optional or other special rights, qualifications, limitations  or
restrictions  thereof  pertaining  to  shares  of  such   series'
permitted by law.

3.   Issuance of the Common Stock and the Preferred Stock.

      The Board of Directors of the Corporation may from time  to
time authorize by resolution the issuance of any or all shares of
the  Common  Stock and the Preferred Stock herein  authorized  in
accordance  with  the  terms and conditions  set  forth  in  this
Certificate of Incorporation for such purposes, in such  amounts,
to   such   persons,   corporations   or   entities,   for   such
consideration, and in the case of the Preferred Stock, in one  or
more series, all as the Board of Directors in its discretion  may
determine   and  without  any  vote  or  other  action   by   the
stockholders, except as otherwise required by law.   The  capital
stock,  after the amount of the subscription price, or par value,
has  been paid in shall not be subject to assessment to  pay  the
debts of the Corporation.

                            ARTICLE V
                       BOARD OF DIRECTORS

      The  governing board of the Corporation shall be  known  as
directors, and the number of directors may from time to  time  be
increased or decreased in such manner as shall be provided by the
Bylaws  of the Corporation, provided that the number of directors
may  not be less than one nor more than fifteen.  Effective  upon
filing of this Certificate, the members of the board of directors
shall be divided into three classes, designated as Class 1, Class
2, and Class 3 as follows:

     Class 1
          Gary S. Goldstein   850 Third Avenue, 11th Floor
                              New York, NY  10022

          Barry S. Roseman         850 Third Avenue, 11th Floor
                              New York, NY  10022

     Class 2
          Ehud D. Laska       630 Third Avenue
                              New York, NY  10111

          Edward E. Furash         2001 L Street, N. W.
                              Washington, DC  20036

     Class 3
          G. Chris Andersen   1330 Avenue of the Americas
                              New York, NY  10019

          Richard B. Salomon  620 Fifth Avenue
                              New York, NY  10020

      Each class shall consist, as nearly as may be possible,  of
one-third  of  the  total  number of directors  constituting  the
entire board of directors.  The Class 1 directors shall be deemed
elected  for a three-year term, Class 2 Directors for a  two-year
term,  and  Class  3  directors for a  one-year  term.   At  each
succeeding  annual  meeting of shareholders commencing  in  1997,
successors to the Class of directors whose term expires  at  that
annual  meeting of shareholders shall be elected for a three-year
term.   If  the number of directors has changed, any increase  or
decrease  shall be appointed among the Classes so as to  maintain
the  number  of  directors  in each  Class  as  nearly  equal  as
possible,  and  any additional director of any Class  elected  to
fill  a vacancy resulting from an increase in such a Class  shall
hold  office  for a term that shall coincide with  the  remaining
term  of that Class, unless otherwise required by law, but in  no
case  shall  a  decrease in the number of directors  in  a  Class
shorten the term of an incumbent director.  A director shall hold
office until the date of the annual meeting of shareholders  upon
which  his term expires and until his successor shall be  elected
and qualified, subject, however, to his prior death, resignation,
retirement, disqualification, or removal from office.  A director
may  be  removed from office only for cause and at a  meeting  of
shareholders called expressly for that purpose, by a vote of  the
holders  of  a  majority of the shares entitled  to  vote  at  an
election of directors.

                           ARTICLE VI
                  POWERS OF BOARD OF DIRECTORS

      The  property  and  business of the  Corporation  shall  be
controlled and managed by or under the direction of its Board  of
Directors.   In furtherance, and not in limitation of the  powers
conferred  by  the laws of the State of Delaware,  the  Board  of
Directors is expressly authorized:

      (a)   To  make,  alter, amend or repeal the Bylaws  of  the
Corporation; provided, that no adoption, amendment, or repeal  of
the  Bylaws  shall invalidate any act of the board  of  directors
that would have been valid prior to such adoption, amendment,  or
repeal.;

      (b)   To  determine the rights, powers, duties,  rules  and
procedures  that  affect the power of the board of  directors  to
manage  and  direct the property, business, and  affairs  of  the
Corporation,  including  the  power  to  designate  and   empower
committees  of  the  board of directors, to  elect,  appoint  and
empower the officers and other agents of the Corporation, and  to
determine the time and place of, and the notice requirements  for
board meetings, as well as the manner of taking board action; and

     (c)  To exercise all such powers and do all such acts as may
be exercised by the Corporation, subject to the provisions of the
laws of the State of Delaware, this Certificate of Incorporation,
and the Bylaws of the Corporation.

                           ARTICLE VII
                         INDEMNIFICATION

      The Corporation shall indemnify and may advance expenses to
its officers and directors to the fullest extent permitted by law
in existence either now or hereafter.

                          ARTICLE VIII
         LIMITATION ON PERSONAL LIABILITY FOR DIRECTORS

     A director of the Corporation shall not be personally liable
to  the Corporation or its stockholders for monetary damages  for
breach  of  a fiduciary duty as a director, except for  liability
(i)  for  any  breach of the director's duty of  loyalty  to  the
Corporation  or its stockholders, (ii) for acts or omissions  not
in  good  faith  or  which involve intentional  misconduct  or  a
knowing violation of law, (iii) under Section 174 of the Delaware
General  Corporation Law or (iv) for any transaction  from  which
the  director  derived  any improper personal  benefit.   If  the
Delaware   General  Corporation  Law  is  amended  hereafter   to
authorize  corporate action further eliminating or  limiting  the
personal liability of directors, then the liability of a director
of  the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law,  as  so
amended.

     Any repeal or modification of the foregoing paragraph by the
stockholders  of the Corporation shall not adversely  affect  any
right or protection of a director of the Corporation existing  at
the time of such repeal or modification.

                           ARTICLE IX
                CERTIFICATE SUBJECT TO AMENDMENT

      The  Corporation reserves the right to amend, alter, change
or   repeal  any  provision  contained  in  this  Certificate  of
Incorporation,  in  the  manner now or  hereafter  prescribed  by
statute  or  by the Certificate of Incorporation, and  except  as
otherwise  provided  by  this Certificate of  Incorporation,  all
rights conferred upon stockholders herein are granted subject  to
this reservation.


                            ARTICLE X
                          INCORPORATOR

     The sole incorporator of the Corporation is:

          Mark E. Lehman      8 E. Broadway, Suite 620
                              Salt Lake City, UT  84111

      IN  WITNESS  WHEREOF, the undersigned, acting as  the  sole
incorporator  of  the  Corporation,  signs  this  Certificate  of
Incorporation as his act and deed this 7th day of October, 1996.


                                   Mark E. Lehman (Signature)