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, 2001

[ ] 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 StocExchange

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

      Common Stock, Par Value $0.0001


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 ]

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 March 28, 2002,
is $0.30. The number of shares  outstanding of each of the registrant's  classes
of common stock as of March 31, 2002, was 10,914,627.



<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE

     This Amendment No. 1 to the Annual Report on Form 10-K of Headway Corporate
Resources,  Inc.,  for the year ended December 31, 2001, 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 Item13.
Certain  Relationships  and Related  Transactions.  Further,  Item 14. Exhibits,
Financial Statement Schedules, and Reports on Form 8-K, is amended solely to add
certain  exhibits.  Incorporated  herein by this reference is the 2001 Form 10-K
containing  Items 1  through  10 of Form  10-K  filed  with the  Securities  and
Exchange Commission on April 19, 2002.

                                TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                                     Page

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

11.   Executive Compensation                                                   5

12.   Security Ownership of Certain Beneficial Owners and Management          11

13.   Certain Relationships and Related Transactions                          13

Part IV
14.   Exhibits, Financial Statement Schedule, and Reports on Form 8-K         16

                           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 table on the following  page 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

Gary S. Goldstein             47       Chairman, Chief Executive      Class 1
                                       Officer and Director             2002

Barry S. Roseman              48       President, Chief Operating     Class 1
                                       Officer    and    Treasurer,     2002
                                       Director

G. Chris Andersen             63       Director                       Class 3
                                                                        2003

E. Garrett Bewkes, III        51       Director                       Class 2
                                                                        2004

Ehud D. Laska                 52       Director                       Class 2
                                                                        2004

Richard B. Salomon            54       Director                       Class 3
                                                                        2003

Jamie Schwartz                34       Executive  Vice   President,     N/A
                                        Chief Operating Officer
                                        of HCSS and Secretary

Philicia G. Levinson          38       Senior Vice President,           N/A
                                        Chief Financial Officer

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

(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.

     Gary S.  Goldstein  has  served in a number  of  executive  positions  with
Headway and its predecessors over the past fifteen years,  including,  Chairman,
President, and Chief Executive Officer. He is currently a director and executive
officer  of  each  of  Headway's  subsidiary  corporations.  Mr.  Goldstein  has
extensive  experience  in human  resource  recruitment  within  all areas of the
financial services  industry.  Prior to entering the recruitment  industry,  Mr.
Goldstein was on the audit and  consulting  staffs of Arthur  Andersen & Co., in
New  York.  Mr.  Goldstein  is  an  active  member  of  the  Young   Presidents'
Organization,  Inc., and serves on its Metro Division Board of Directors.  He is

                                       3
<PAGE>

also an active member of The Brookings Council of the Brookings Institution, The
Presidents Association of the American Management Association,  and is listed in
Who's Who in Finance and Industry.

     Barry S. Roseman oversees all operation 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. 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.

     G. Chris  Andersen  became a director of Headway in June 1995. He is one of
the founders of Andersen,  Weinroth & Co., L.P., a merchant  banking firm, which
commenced  operations  in January 1996.  For over five years prior to 1996,  Mr.
Andersen served as the Vice Chairman of PaineWebber  Incorporated.  Mr. Andersen
also serves as a director of two other public  companies,  TEREX Corporation and
Millennium Cell.

     E. Garrett Bewkes, III, became a director of Headway in March 1998 pursuant
to the terms of the new  financing  obtained  by  Headway  in that  month.  From
November  1995 to the  present  he has  served as a  Managing  Member of GarMark
Associates  L.L.C.  He was a member of the  Management  Committee of  Investcorp
International, Inc., from March 1994 to November 1995, where he headed the North
American  Investment  Group.  Mr.  Bewkes was with Bear Stearns and Co. Inc. for
nine years prior to March 1994,  most  recently as Vice  Chairman and Co-Head of
Investment Banking.

     Ehud D. Laska was appointed a director of Headway in August 1993. He is the
Chairman of Coleman and Company Securities,  Inc., a member firm of the National
Association of Securities Dealers, Inc. Mr. Laska is 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.  From August 1994 to February 1996, Mr. Laska served as a managing
director at the investment banking firm of Continuum Capital, Inc. While serving
as a Managing  Director with Tallwood  Associates,  Inc., a boutique  investment
banking firm, from May 1992 to August 1994, Mr. Laska founded the Private Equity
Finance Group, which merged with Continuum Capital, Inc. in August 1994.

     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  Hertzfeld  Heilbronn
Christy & Viener, 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,

                                       4
<PAGE>

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 table on the following  page 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, 2001,  2000,  and 1999,  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  $100,000  (collectively,  the "Named
Executive Officers").
<TABLE>
<S>                           <C>   <C>          <C>             <C>        <C>
                                                Annual Compensation
                                    ----------------------------------------------------
                                                                            Other Annual
Name and Principal Position   Year  Salary ($)   Commission ($)  Bonus ($)  Compensation


Gary S. Goldstein             2001     650,000    1,730,040 (1)         --        74,227
  Chairman, Chief             2000     650,000      462,425 (1)         --        64,752
  Executive Officer           1999     327,375           --        468,250        62,489

Barry S. Roseman              2001     350,000           --        150,000        27,458
  President, Chief            2000     350,000           --         50,000        25,390
  Operating Officer           1999     252,375           --        135,000        23,390

Jamie Schwartz                2001     243,333           --         25,000            --
  Executive Vice President,   2000     210,000           --         35,000            --
  Chief Operating Officer     1999     120,000           --         87,500            --
  of HCSS
</TABLE>
(1)  Represents commissions on personal search revenue.

                                       5
<PAGE>

<TABLE>
<S>                                  <C>    <C>           <C>            <C>        <C>
                                                           Long Term Compensation
                                            ----------------------------------------------------
                                                           Securities
                                            Restricted     Underlying      LTIP      All Other
Name and Principal Position          Year   Stock Awards  Options/SARs   Payouts    Compensation
                                                ($)           (#)          ($)          (2)

Gary S. Goldstein                    2001        --            --             --           --
  Chairman, Chief                    2000        --            --             --           --
  Executive Officer                  1999   593,750 (1)        --        350,000           --

Barry S. Roseman                     2001        --            --             --           --
  President, Chief                   2000        --            --             --           --
  Operating Officer                  1999        --            --        200,000           --

Jamie Schwartz                       2001        --            --             --       25,000
  Executive Vice President, Chief    2000        --        25,000             --       25,000
  Operating Officer of HCSS          1999        --        25,000             --       12,500
</TABLE>

(1)  Represents  a  restricted  stock  award of 125,000  shares of common  stock
approved in July 1999.  The  restrictions  will lapse on the earlier of the date
that  the  market  price  for the  common  stock  of  Headway  achieves  certain
performance criteria or July 1, 2006.

(2) Represents a three year deferred compensation program.

Employment and Other Arrangements

     In  August  2000,  Headway   implemented  new  base  and  annual  incentive
compensation   arrangements   for   Messrs.   Goldstein   and   Roseman  on  the
recommendation of the Executive Compensation  Committee,  which were implemented
retroactive to January 1, 2000. The long-term incentive plan implemented in 1999
did not change.  The base salary of Mr. Goldstein  increased to $650,000 and Mr.
Roseman's  salary  increased  to  $350,000.  The new annual  incentive  plan for
Messrs.  Goldstein  and Roseman  will pay to them  annually up to $350,000  each
based upon  earnings  per share  performance  against the budget.  Additionally,
because  of his  position  as a  recruiter  for  Headway's  subsidiary,  Whitney
Partners,  L.L.C., Gary S. Goldstein receives commissions on his personal search
revenue.  The new  long-term  incentive  plan  implemented  in 1999 for the same
individuals is a four-year plan with interim  phasing.  The first payment was in
2000 for 1998-1999  performance (two years). The second payment was scheduled to
be made in 2001 for 1998-2000  performance (three years).  This is followed by a
payment scheduled to be made in 2002 for 1998-2001 performance (four years). All
three  plans use 1997 as the base year.  These are  performance  unit plans with
each unit in the  described  plans worth $1.  Payment is predicated on Headway's
performance  versus a peer group of companies in terms of earnings per share and
stock price. Thus, while the annual plan is based on absolute  performance,  the
long-term  plan is based on  Headway's  performance  relative to its peer group.
Messrs.  Goldstein and Roseman may receive  additional  bonus or stock incentive
compensation  from time to time as  determined  by the Board of Directors on the
recommendation of the Executive Compensation Committee.

                                       6
<PAGE>

     Headway maintains key-man life insurance on Gary S. Goldstein in the amount
of $5,893,000, Barry S. Roseman in the amount of $1,868,000, and on the lives of
three other  employees  in the amount of  $2,228,000.  All policies are owned by
Headway, and Headway is the named beneficiary.

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  2001.  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,
2001. No outstanding options held by the Named Executive Officers were exercised
in 2001.

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

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  resident,     15,000/50,000                  -0-/-0-
  Chief Operating Officer
  of HCSS

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

                                       7
<PAGE>

(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 $0.37, which is the last sale price on December 31, 2001.

Report of the  Executive  Compensation  Committee  of the Board Of  Directors On
Executive Compensation for Fiscal Year 2001

     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
three 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.  The
     Committee  awarded Mr.  Roseman  $150,000 in  subjective  annual  incentive
     compensation for FY 2001. Mr. Goldstein was awarded a 5% special commission
     increase  ($300,000)  on revenue  received from one  transaction.  This was
     awarded for extraordinary effort on behalf of the Company.

o    Long term incentive  awards consist of stock options and  performance  unit
     awards.  Based on the plan as described  below, Mr. Roseman was entitled to
     receive a Long term  incentive  award of $50,000 for FY 2001,  however,  no
     Long term incentives were awarded or paid. No stock options were granted to
     any executive officers during FY 2001.

     The  Committee put in place a new annual  incentive  plan and continued the
long-term incentive plan adopted by the committee in 1999 for the Chairman/Chief
Executive Officer and  President/Chief  Operating Officer.  The annual incentive
plan  pays up to  $350,000  to each  executive  based  upon  earnings  per share
performance  versus  the  budget.  Additionally,  because of his  position  as a
recruiter for Whitney,  Gary S. Goldstein  receives  commissions on his personal
search revenue. The bonus percentages are shown in the following table.

Actual EPS as a               Bonus:
percentage of Budget:

      75%                     $0
      80%                     $70,000
      85%                     $140,000
      90%                     $210,000
      95%                     $280,000
      100%                    $350,000

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

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

                                       8
<PAGE>

     The  long-term  incentive  plan for the Chief  Executive  Officer and Chief
Operating  Officer is a four-year plan with interim  phasing.  The first payment
was in 2000 for  1998-1999  performance  (two  years).  The second  payment  was
scheduled to be made in 2001 for 1998-2000  performance  (three years).  This is
followed by a payment  scheduled  to be made in 2002 for  1998-2001  performance
(four years).  All three plans use 1997 as the base year.  These are performance
unit plans with each unit in the described plans worth $1. Payment is predicated
on Headway's  performance  versus a peer group of companies in terms of earnings
per share and stock  price.  Thus,  while the annual  plan is based on  absolute
performance,  the long-term plan is based on Headway's  performance  relative to
its peer group. Threshold, target and maximums are shown below.

                        Gary S. Goldstein              Barry S. Roseman
                          Chairman, CEO                 President, COO
Maximum
  1998-1999                 $350,000                       $200,000
  1998-2000                  525,000                        300,000
  1998-2001                  700,000                        400,000

Target
  1998-1999                 $150,000                       $100,000
  1998-2000                  225,000                        150,000
  1998-2001                  300,000                        200,000

Threshold
  1998-1999                  $50,000                        $25,000
  1998-2000                   75,000                         38,000
  1998-2001                  100,000                         50,000

     Chief Executive  Officer  Compensation:  The Committee set Mr.  Goldstein's
salary at  $650,000  per annum  effective  January 1, 2000,  this  represents  a
$297,625  increase from his salary in effect since July 1, 1999. It was believed
this adjustment was necessary based on competitive data.

     Chief  Operating  Officer  Compensation:  The Committee  set Mr.  Roseman's
salary at  $350,000  per annum  effective  January 1, 2000,  this  represents  a
$97,625  increase  from his salary in effect since 1994.  It was  believed  this
adjustment was necessary based on competitive data.

     Subsequent Event: As disclosed in the Company's Annual Report on Form 10-K,
discussions  regarding the employment  arrangements that will likely be required
to induce the management  team to commit to remain with the Company and to align
their  compensation  incentives  with  the  interests  of the  shareholders  and
creditors of the Company,  have been held among representatives of the Company's
Board of Directors,  senior management as well as  representatives of the senior
debt holders and certain of the holders of the senior  subordinated debt and the
Preferred Stock. While no definitive  agreement has been reached, it is expected
that such  employment  arrangements  would  include  base  salaries  and bonuses
consistent with current levels, retention bonuses, and customary non-competition
and non-solicitation  provisions.  In addition,  it is expected that the Company
would  establish a new "Management  Incentive Plan" ("MIP").  Under the MIP, the
management group would receive, as incentive compensation,  amounts based on the
total  realized by the  Company in one or more  liquidity  transactions  such as
sales of assets,  merger or sale of the entire  company,  or  refinancing of the

                                       9
<PAGE>

Company's  indebtedness:  10% between $40 and $75  million;  20% between $75 and
$107.5 million;  and, 30% above $107.5 million.  The MIP would be in lieu of any
other long-term incentive  compensation plans. There are currently no employment
agreements with the Company's senior  management,  and no assurance can be given
that the Company and the executives will enter into such arrangements.

     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
                                          G. Chris Andersen
                                          E. Garrett Bewkes, III


   Item 12. Security Ownership of Certain Beneficial Owners and Management

Principal Stockholders

     The  following  table  sets  forth as of April 24,  2002,  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.

                                       10
<PAGE>





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

Gary S. Goldstein                  1,877,005          355,000         19.8%
850 Third Avenue
New York, NY 10022

G. Chris Andersen (3)                669,165           25,000          6.4%
1330 Avenue of the Americas
New York, NY 10019

GarMark Partners, L.P. (4)               -0-       16,444,678         60.1%
1325 Avenue of the Americas
26th Floor
New York, NY 10019

Moore Global Investments, Ltd.(5)        -0-        6,155,367         36.1%
Remington Investment Strategies, L.P.
c/o Moore Capital
1251 Avenue of the Americas,
53rd Floor
New York, NY 10020

Banc of America Securities, LLC (6)      -0-        2,051,971         15.8%
9 West 57th Street
New York, NY  10019

Bank of America, N.A. (7)                -0-          613,881          5.3%
Bank of America Agency Services
901 Main Street
Dallas, TX  75202

FSC Corporation (7)                      -0-          859,433          7.3%
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) The figure for Mr.  Andersen  includes  137,594  shares held by the G. Chris
Andersen Family Foundation, of which Mr. Andersen is a trustee.

(4) GarMark  Partners,  L.P.,  is the holder of Series G  Convertible  Preferred
Stock of Headway,  which is  convertible  to 14,414,677  shares of Common Stock,
although  its  ability to convert its shares of Series G  Convertible  Preferred
Stock to Common Stock is  contingent  upon an increase in  Headway's  authorized
number of common shares,  which requires  common  stockholder  aproval.  GarMark
Partner,  L.P. also holds warrants  convertible  into 2,000,001 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,

                                       11
<PAGE>

therefore,  these  persons  may be deemed to have shared  voting and  investment
control  with  respect  to such  shares.  Mr.  Bewkes  serves as a  non-employee
director of Headway,  for which he is entitled to receive annually 5,000 options
to purchase Common Stock. Mr. Bewkes has elected to have all such options issued
to GarMark Partners, L.P., so the figure in the table includes the options.

(5) Moore Capital  Management,  Inc. ("MCM"),  is the  discretionary  investment
manager of Moore Global Investments,  Ltd., a Bahamian  corporation ("MGI"). MGI
is the  holder of Series G  Convertible  Preferred  Stock of  Headway,  which is
convertible  to  4,432,427  shares of Common  Stock,  and  warrants  to purchase
614,970  shares of Common Stock.  Moore Capital  Advisors,  LLC ("MCA"),  is the
discretionary  investment  manager and general  partner of Remington  Investment
Strategies,  L.P., a Delaware limited partnership  ("RIS"). RIS is the holder of
Series G Convertible Preferred Stock of Headway, which is convertible to 972,970
shares of Common Stock, and warrants to purchase 135,000 shares of Common Stock.
Louis M.  Bacon is the  Chairman  and Chief  Executive  Officer,  director,  and
controlling  equity owner of both MCM and MCA.  Accordingly,  Mr. Bacon and MCM,
and Mr. Bacon and MCA may be deemed to have shared voting and investment control
with respect to the shares held by MGI and RIS.

(6) Banc of  America  Securities,  LLC,  is the  holder of Series G  Convertible
Preferred Stock of Headway,  which is convertible to 1,801,942  shares of Common
Stock.  Banc of America  Securities,  LLC also holds warrants  convertible  into
250,029 shares of Common Stock.

(7) 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 table on the following  page sets forth as of April 24, 2002 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  of  Headway,  (ii) each Named  Executive  Officer (as
defined  below),  and (iii) 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.

                                       12
<PAGE>


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

Gary S. Goldstein                  1,877,005     355,000       19.8%

Barry S. Roseman                     383,629     150,000        4.8%

G. Chris Andersen                    669,165      25,000        6.3%

E. Garrett Bewkes, III (3)               -0-  16,444,678       60.1%

Ehud D. Laska                         79,580      25,000        1.0%

Richard B. Salomon                    49,965      25,000        0.7%

Jamie Schwartz                           -0-      15,000        0.1%

Philicia G. Levinson                  66,621         -0-        0.6%

All Executive officers and         3,125,965   17,039,678      72.1%
  Directors as a Group (8 Persons)

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

(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.

(3) The figure for options,  warrants and rights  includes the shares of GarMark
Partners,  L.P., because of the relationships described in Note (4) to the table
for Principal Stockholders. See Note (4) to the table for Principal Stockholders
for a description of the shares beneficially owned by GarMark Partners, L.P.

             Item 13. Certain Relationships and Related Transactions

     In March 1998, Headway obtained $105 million of financing consisting of $85
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,

                                       13
<PAGE>

and Remington, purchased 666.67, 205, 83.33 and 45 shares of the Series F Stock,
respectively. E Garrett Bewkes, III, a director of Headway, 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
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.  This amendment  increased the margin for base
rate loans and the letter of credit fee,  added a default  interest rate payable
upon the  occurrence of an event of default,  required a partial pay down of the
loan  balance  with  Headway's  cash  balance  over $8 million,  terminated  the
obligation of the Senior  Lenders to make further  advances  under the facility,
modified  certain  financial  covenants,  and  required  Headway to negotiate an
extended  payment schedule for  approximately  $2.3 million of earn out payments
due for  prior  acquisitions.  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

                                       14
<PAGE>

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
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.

     As of December 31, 2001,  Headway  failed to comply with certain  financial
ratio  covenants in the Senior Facility and Senior  Subordinated  Debt. 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. This amendment  further increased the margin for
base rate loans and the letter of credit fee, required a partial pay down of the
loan  balance  with  Headway's  cash  balance over $8 million or if the accounts
receivable  balance falls below certain  thresholds,  modified certain financial
covenants,  and 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  613,881  shares  issued to Bank of America and 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. 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

                                       15
<PAGE>

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.

     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.

     Headway currently has 20,000,000  shares of common stock authorized,  which
are not  enough  shares to cover all the stock  that  could be issued  under the
instruments  described  above.  Consequently,  Headway  agreed  to submit to its
stockholders  by  July  15,  2002,  a  proposal  to  amend  its  certificate  of
incorporation  to increase  the number of  authorized  shares of common stock to
80,000,000.  Certain  stockholders of Headway,  including among others,  Gary S.
Goldstein,  Barry S. Roseman,  G. Chris Andersen,  Ehud D. Laska, and Richard B.
Salomon,  entered  into a voting  agreement  with the lenders and holders of the
Series G Stock that commits them to vote  3,569,962  shares of common stock,  or
approximately  32.7 percent of the outstanding  shares of common stock, in favor
of the amendment.

     Headway  agreed to pay to the Senior  Lenders  under the Senior  Facility a
waiver and amendment fee in the aggregate amount of $618,750,  of which $368,750
was paid in August 2001, and the balance of $250,000 was due April 1, 2002. Such
balance  was paid on April 17,  2002,  as part of the  amendment  to the  Senior
Facility. In connection with the amendment to the Senior Facility in April 2002,
Headway also agreed to pay the Senior  Lenders a deferred  restructuring  fee of
approximately  $2.2  million,  which is payable on the maturity  date and may be
reduced or waived if certain conditions are met. An additional restructuring fee
of $368,434 was paid to the Senior Lenders on April 17, 2002. In connection with
the Second  Limited  Waiver,  Headway agreed to pay to the holders of the Senior
Subordinated  Debt  and  Series  G Stock a  restructuring  fee of  approximately
$175,000, which is payable on or before June 30, 2003.

                                     Part IV
        Item 14. 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)

    3.2     By-Laws                                                  (1)

    3.3     By-Law Amendments                                        (2)

                                       16
<PAGE>

    4.1     Series F Preferred Stock Designation                     (2)

    4.2     Series G Preferred Stock Designation                     This Filing

    4.3     Form of Warrants issued September 7, 2001, exercisable   This Filing
              for an aggregate of 1,000,000 shares

    4.4     Form of Warrants issued September 7, 2001, exercisable   This Filing
              for an aggregate of 1,150,000 shares

    4.5     Form of Warrants issued September 7, 2001, exercisable   This Filing
              for an aggregate of 850,000 shares

    4.6     Securities Purchase Agreement dated March 19, 1998       (2)

    4.7     Registration Rights Agreement dated March 19, 1998       (2)

    4.8     Amended and Restated Indenture dated April 18, 2002      This Filing

    4.9     Amended and Restated Credit Agreement dated April 17,    This Filing
            2002, With Exhibits, Except Exhibit I (Exhibit 4.13
            below) and Exhibit H (Exhibit 4.11 below)

   4.10     Voting Agreement dated April 17, 2002                    This Filing

   4.11     Form of Warrant issued April 17, 2002, to Senior         This Filing
            Lenders

   4.12     Registration Rights Agreement dated April 17, 2002       This Filing

   4.13     Second Limited Waiver dated April 17, 2002               This Filing

   21.1     Subsidiaries of Headway                                  (3)

   99.1     Form 10-KSB for the year ended December 31, 2001         This Filing

(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) 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.

                                       17
<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, 2002                     By: /s/ Barry S. Roseman, President

     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, 2002     /s/ Gary S. Goldstein, Principal Executive Officer
                              and Director

Dated: April 29, 2002     /s/ Barry S. Roseman, President and Director


Dated: April 29, 2002     /s/ Philicia G. Levinson, Senior Vice President
                              and Chief Financial Officer

Dated: April 29, 2002     /s/ G. Chris Andersen, Director


Dated: April 29, 2002     /s/ E. Garrett Bewkes, III, Director


Dated: April 29, 2002     /s/ Ehud D. Laska, Director


Dated: April 29, 2002     /s/ Richard B. Salomon, Director




                                       18