<PAGE>

                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                          
                                     FORM 10-Q
                                          
       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
                               EXCHANGE ACT OF 1934

                    For the quarterly period ended June 30, 1998

                           Commission file number 0-23940
                                          
                         ALTERNATIVE RESOURCES CORPORATION
               (Exact name of registrant as specified in its charter)
                                          
                         DELAWARE                    38-2791069
              (State or other jurisdiction of    (I.R.S. Employer
               incorporation or organization)     Identification No.)

     100 TRI-STATE INTERNATIONAL, SUITE 300, LINCOLNSHIRE, IL        60069
          (Address of principal executive offices)                (Zip code)
                                          
                                   (847) 317-1000
                (Registrant's telephone number, including area code)
                                          
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 the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date:

     15,957,347 shares of Common Stock outstanding as of July 31, 1998.

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
                         ALTERNATIVE RESOURCES CORPORATION
                            CONSOLIDATED BALANCE SHEETS
                         (In thousands, except share data)
                                        ASSETS

<TABLE>
<CAPTION>
                                                                                                   December 31,     June 30,
                                                                                                      1997            1998
                                                                                                   -----------    -----------
                                                                                                                  (Unaudited)
<S>                                                                                                <C>            <C>
Current assets:
     Cash and cash equivalents                                                                     $       971    $     4,381
     Short-term investments                                                                              7,673             --
     Trade accounts receivable, net of allowance for doubtful accounts                                  83,124         71,177
     Prepaid expenses                                                                                      780            975
     Other receivables                                                                                   3,281          3,212
                                                                                                   -----------    -----------
       Total current assets                                                                             95,829         79,745
                                                                                                   -----------    -----------
Property and equipment:                                                                                       
     Office equipment                                                                                    7,783         10,697
     Furniture and fixtures                                                                              2,440          2,641
     Software                                                                                            4,835          7,735
     Leasehold improvements                                                                                730            772
                                                                                                   -----------    -----------
                                                                                                        15,788         21,845
     Less accumulated depreciation and amortization                                                     (6,562)        (7,897)
                                                                                                   -----------    -----------
       Net property and equipment                                                                        9,226         13,948
Other assets:
     Long-term investments                                                                                 502             --
     Goodwill,  net of amortization                                                                     47,624         51,947
     Restricted cash held in escrow                                                                     20,000         20,000
     Other assets                                                                                        1,269          1,268
                                                                                                   -----------    -----------
       Total other assets                                                                               69,395         73,215
                                                                                                   -----------    -----------
Total assets                                                                                       $   174,450    $   166,908
                                                                                                   -----------    -----------
                                                                                                   -----------    -----------
    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                                              $     8,261    $     3,853
     Payroll and related expenses                                                                       11,843         20,615
     Accrued expenses                                                                                    9,357          2,110
     Income taxes payable                                                                                  573             17
                                                                                                   -----------    -----------
       Total current liabilities                                                                        30,034         26,595
     Long-term debt                                                                                     73,500         62,000
     Deferred rent payable                                                                                 271            267
                                                                                                   -----------    -----------
       Total liabilities                                                                               103,805         88,862
                                                                                                   -----------    -----------
Stockholders' equity:
     Preferred Stock, $.01 par value, 1,000,000 shares authorized, none issued and outstanding              --             --
     Common Stock, $.01 par value, 50,000,000 shares authorized, 15,777,564 and 15,957,204 
        shares issued and outstanding at December 31, 1997 and June 30, 1998, respectively                 158            160
     Additional paid-in capital                                                                         23,886         26,297
     Retained earnings                                                                                  46,581         52,000
     Accumulated other comprehensive income                                                                439              8
                                                                                                   -----------    -----------
                                                                                                        71,064         78,465
     Less: Treasury shares, at cost, 19,000 shares at December 31, 1997 and 
       June 30, 1998,  respectively                                                                        419            419
                                                                                                   -----------    -----------
       Total stockholders' equity                                                                       70,645         78,046
                                                                                                   -----------    -----------
Total liabilities and stockholders' equity                                                         $   174,450    $   166,908
                                                                                                   -----------    -----------
                                                                                                   -----------    -----------
</TABLE>

          See accompanying Notes to Consolidated Financial Statements


                                     Page 2
<PAGE>

                         ALTERNATIVE RESOURCES CORPORATION
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                       (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                          Three Months                   Six Months
                                                         Ended June 30,                 Ended June 30,
                                                     ----------------------      ------------------------
                                                       1997           1998         1997            1998
                                                     -------        -------      --------        --------
                                                            (Unaudited)                   (Unaudited)
<S>                                                  <C>            <C>          <C>             <C>
Revenue                                              $62,803        $84,383      $120,561        $167,212
Cost of services                                      40,939         56,403        79,287         111,570
                                                     -------        -------      --------        --------
Gross profit                                          21,864         27,980        41,274          55,642
Selling, general and administrative expenses          16,277         22,195        31,481          44,964
                                                     -------        -------      --------        --------
Income from operations                                 5,587          5,785         9,793          10,678
Other income (expense), net                              307         (1,140)          724          (1,541)
                                                     -------        -------      --------        --------
Income before income taxes                             5,894          4,645        10,517           9,137
Income taxes                                           2,299          1,920         4,148           3,718
                                                     -------        -------      --------        --------
Net income                                            $3,595         $2,725        $6,369          $5,419
                                                     -------        -------      --------        --------
                                                     -------        -------      --------        --------
Net earnings per share:
     Basic                                             $0.23          $0.17         $0.41           $0.34
                                                     -------        -------      --------        --------
                                                     -------        -------      --------        --------
     Diluted                                           $0.23          $0.17         $0.40           $0.34
                                                     -------        -------      --------        --------
                                                     -------        -------      --------        --------
Shares used to compute net 
    earnings per share:
     Basic                                            15,689         15,914        15,673          15,839
                                                     -------        -------      --------        --------
                                                     -------        -------      --------        --------
     Diluted                                          15,910         16,115        15,850          16,170
                                                     -------        -------      --------        --------
                                                     -------        -------      --------        --------
</TABLE>

           See accompanying Notes to Consolidated Financial Statements


                                     Page 3

<PAGE>
                                          
                         ALTERNATIVE RESOURCES CORPORATION
                            CONSOLIDATED STATEMENTS OF 
                               COMPRESHENSIVE INCOME
                                  (In thousands)

<TABLE>
<CAPTION>
                                                                Three Months                    Six Months
                                                               Ended June 30,                 Ended June 30,
                                                           ---------------------         ---------------------
                                                            1997           1998           1997           1998
                                                           ------         ------         ------         ------
                                                                  (Unaudited)                   (Unaudited)
<S>                                                        <C>            <C>            <C>            <C>
Net income                                                 $3,595         $2,725         $6,369         $5,419

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment                         5            (37)            (2)           (32)
Unrealized holding gains (losses) on 
    marketable securities:
         Unrealized holding gains (losses) arising
                 during the period                             14             --            (13)           382
          Less: reclassification adjustment for (gains) 
                  losses included in net income                20             --             17           (781)
                                                           ------         ------         ------         ------
   Comprehensive income                                    $3,634         $2,688         $6,371         $4,988
                                                           ------         ------         ------         ------
                                                           ------         ------         ------         ------
</TABLE>

             See accompanying Notes to Consolidated Financial Statements


                                     Page 4
<PAGE>

                         ALTERNATIVE RESOURCES CORPORATION
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (In thousands)

<TABLE>
<CAPTION>
                                                                                           Six Months Ended
                                                                                                June 30,
                                                                                        ----------------------
                                                                                          1997           1998
                                                                                        -------        -------
                                                                                               (Unaudited)
<S>                                                                                     <C>            <C>
Cash flows from operating activities:
  Net income                                                                            $ 6,369        $ 5,419
  Adjustments to reconcile net income to net cash provided by operating activities:
     Depreciation and amortization                                                          766          1,982
     Allowance for doubtful accounts, net                                                   110           (234)
     Change in assets and liabilities:
       Trade accounts receivable                                                         (7,198)        12,181
       Prepaid expenses                                                                    (244)          (195)
       Other receivables                                                                  1,650             69
       Other assets                                                                          (8)           (31)
       Accounts payable                                                                       5         (4,408)
       Payroll and related expenses                                                       2,875          8,772
       Accrued expenses                                                                    (497)        (7,247)
       Income taxes payable                                                                 461           (556)
       Deferred rent payable                                                                (66)            (4)
                                                                                        -------        -------
Net cash provided by operating activities                                                 4,223         15,748
                                                                                        -------        -------
Cash flows from investing activities:
  Purchases of property and equipment                                                    (1,790)        (6,057)
  Acquisitions                                                                               --         (4,970)
  Purchases of available-for-sale securities                                            (12,205)          (327)
  Redemption of available-for-sale securities                                            10,890          8,103
  Redemption of held-to-maturity securities                                               2,435             --
                                                                                        -------        -------
Net cash used in investing activities                                                      (670)        (3,251)
                                                                                        -------        -------
Cash flows from financing activities:
  Payments received on stock options exercised                                              218          2,516
  Proceeds from long-term debt                                                               --          1,500
  Payments on long-term debt                                                                 --        (13,000)
  Repurchase of common stock                                                               (736)          (687)
  Issuance of common stock under employee stock purchase plan                               626            584
                                                                                        -------        -------
Net cash provided by (used in) financing activities                                         108         (9,087)
                                                                                        -------        -------
Net increase in cash and cash equivalents                                                 3,661          3,410
Cash and cash equivalents at beginning of period                                          2,310            971
                                                                                        -------        -------
Cash and cash equivalents at end of period                                              $ 5,971        $ 4,381
                                                                                        -------        -------
                                                                                        -------        -------
Supplemental disclosures:
  Cash paid for interest                                                                $    --        $ 1,692
  Cash paid for income taxes                                                            $ 2,056        $ 4,452
</TABLE>

               See accompanying Notes to Consolidated Financial Statements


                                    Page 5
<PAGE>

                         ALTERNATIVE RESOURCES CORPORATION
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   June 30, 1998


1.   BASIS OF PRESENTATION

     The interim consolidated financial statements presented are unaudited, 
but in the opinion of management, have been prepared in conformity with 
generally accepted accounting principles applied on a basis consistent with 
those of the annual financial statements.  Such interim consolidated 
financial statements reflect all adjustments (consisting of normal recurring 
accruals) necessary for a fair presentation of the financial position and the 
results of operations for the interim periods presented.  The results of 
operations for the interim periods presented are not necessarily indicative 
of the results to be expected for the year ending December 31, 1998.  The 
interim consolidated financial statements should be read in connection with 
the audited consolidated financial statements for the year ended December 31, 
1997, included in the December 31, 1997 Form 10-K of Alternative Resources 
Corporation (the "Company").

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION.   The accompanying financial statements of 
Alternative Resources Corporation include the consolidated financial position 
and results of operations of the Company and its subsidiaries with all 
intercompany transactions eliminated in their entirety.

     COMPUTATION OF EARNINGS PER SHARE.   Basic earnings per share is based 
on the weighted average number of common shares outstanding for the period. 
Diluted earnings per share is based on the weighted average number of common 
shares outstanding and includes the dilutive effect of unexercised stock 
options using the treasury stock method.

     INVESTMENT SECURITIES.  The Company classifies all investment securities 
as available-for-sale.  The Company reports available-for-sale securities at 
fair value, with unrealized gains and losses excluded from earnings and 
reported as a separate component of stockholders' equity.

     RECLASSIFICATIONS.  Certain 1997 amounts have been reclassified to 
conform with the 1998 presentation.


                                    Page 6
<PAGE>

Item 2. - Management's Discussion and Analysis of Financial Condition and
          Results of Operations

RESULTS OF OPERATIONS

     The Company has experienced substantial growth in revenue driven by 
industry trends toward component-based outsourcing of information services 
operations, increased penetration of existing clients, expansion into new 
markets, increased productivity of existing branch offices, the opening of 
new branch offices and the introduction of new services.  Essentially all of 
the Company's revenue is generated from technical resource services that 
offer the benefits of outsourcing, while allowing information services 
operations managers to retain strategic control of their operations.  

     On November 7, 1997, ARC acquired CGI Systems, Inc. (CGI).  The 
acquisition represented a strategic expansion of ARC's service offerings in 
the Information Technology (IT) staffing and managed services area that will 
allow for a broader base of solutions to an increasingly sophisticated 
information technology marketplace.  Additional services, which the Company 
now provides as a result of the acquisition, include applications support; 
network solutions, including network implementation and Lotus Notes 
practices; applications development practices; and application consulting 
practices for SAP, data warehousing and other applications. 

     The acquired business has been assimilated into ARC's core business.   
The applications support components of the business include both the base of 
business that was acquired and the incremental business associated with the 
rollout of applications support services to the Company's branch network.  
While the management's discussion and analysis will include a comparison of 
the results of operations for the three month and six month periods of 1997 
as compared to 1998, it is not possible to identify what portion of the 
changes relate specifically to the base of business that was acquired, due to 
the aforementioned assimilation.  On a go-forward basis, the Company's 
service lines will continue to be time and material staffing services, 
Smartsourcing-Registered Trademark- Solutions and project-related work.  
These service lines will contain the Company's traditional operations support 
business as well as the newly added applications support business.

     During the second quarter of 1998, the Company continued the rollout of 
its new applications support service offering to its branch network which 
began in the first quarter of 1998.  This initiative required additional
recruiting resources in order to increase the database of programmers as well 
as training and orientation expenses for field personnel.  As with past 
initiatives, these types of costs, which are included in


                                    Page 7
<PAGE>

selling, general and administrative expenses, are incurred in advance of the 
revenue that is generated.

     The Company continues to adapt its business to a more solutions-based 
model.  This is being accomplished through the Company's 
Smartsourcing-Registered Trademark- Solutions service offering. Under a 
Smartsourcing-Registered Trademark- arrangement, wherein the Company may take 
over an entire portion of a client's IT operations, the Company may provide 
for flexibility in invoicing arrangements other than more traditional hourly 
billing.  Such arrangements may include fixed price or per unit billing, as 
well as commitments made by the Company to meet specific service levels.  
Management believes that Smartsourcing-Registered Trademark- revenue is an 
important measure of clients' confidence and willingness to engage the 
Company to provide more comprehensive IT staffing solutions.

     As of June 30, 1998, the Company had 60 offices in the United States and 
Canada, as compared to 57 offices at June 30, 1997.

SECOND QUARTER FISCAL 1998 COMPARED TO SECOND QUARTER FISCAL 1997

     REVENUE.  Revenue increased by 34.4% from $62.8 million in the second 
quarter of 1997 to $84.4 million in the second quarter of 1998, primarily as 
a result of an increase in the hours of service provided, and to a lesser 
extent, from an increase in the average revenue per project hour.  The 
increase in hours of service was primarily due to increased productivity of 
existing branch offices, hours of service provided by new branch offices, the 
addition of the CGI business, and the rollout of applications support 
services to the Company's branch network.  The increase in average revenue 
per project hour reflects demand for technical employees with higher skill 
levels as well as the addition of the applications support business, which 
carries a higher hourly bill rate.

     GROSS PROFIT.  Gross profit increased by 28.0% from $21.9 million in the 
second quarter of 1997 to $28.0 million in the second quarter of 1998, again 
primarily as a result of an increase in hours of service provided to clients. 
Gross margin decreased from 34.8% of revenue in the second quarter of 1997 to 
33.2% in the second quarter of 1998.   The decrease in gross margin was 
primarily due to higher benefit costs and other direct expenses in the second 
quarter of 1998.  The benefits program was expanded during the third quarter 
of 1997 to cover all technical employees who have been on assignment for at 
least 500 hours.  Other direct expenses include travel, lodging and other 
project related expenses.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and 
administrative expenses increased from $16.3 million in the second quarter of 
1997 to $22.2 million in the second quarter of 1998.  This increase in 
selling, general and administration is


                                    Page 8
<PAGE>

primarily due to increased commissions, bonuses and staffing expenses 
associated with revenue and profitability growth, and an increased number of 
offices and their related operating costs, the addition of the CGI business 
along with the related selling, general and administrative expenses and the 
amortization of goodwill. In addition, the second quarter of 1998 was 
impacted by additional recruiting and training costs associated with the 
aforementioned rollout of applications support services to ARC's branch 
network.  As a result of these rollout costs, selling, general and 
administrative expenses increased as a percentage of revenue from 25.9% in 
the second quarter of 1997 to 26.3% in the second quarter of 1998.

     INCOME FROM OPERATIONS.  Income from operations increased from $5.6 
million in the second quarter of 1997, or 8.9% of total revenue, to $5.8 
million in the second quarter of 1998, or 6.9% of total revenue.

     OTHER INCOME (EXPENSE).  Other income (expense) for the second quarter 
of 1997 consisted of interest income earned on the Company's outstanding cash 
and investment positions.  For the second quarter of 1998, other income 
(expense) consisted of interest expense related to the 3-year revolving line 
of credit used to finance the acquisition of CGI (see "Liquidity and Capital 
Resources" below), offset by interest income from investments.

     PROVISION FOR INCOME TAXES. The Company's provision for income taxes 
decreased from $2.3 million, or an effective tax rate of 39.0%, in the second 
quarter of 1997 to $1.9 million, an effective tax rate of 41.3%, in the 
second quarter of 1998.  The amortization of goodwill, which is not tax 
deductible, caused the effective tax rate to increase.

     NET INCOME.  The Company's net income decreased from $3.6 million in the 
second quarter of 1997, or 5.7% of total revenue, to $2.7 million in the 
second quarter of 1998, or 3.2% of total revenue.

FIRST SIX MONTHS FISCAL 1998 COMPARED TO FIRST SIX MONTHS QUARTER FISCAL 1997

     REVENUE.  Revenue increased by 38.7% from $120.6 million in the first 
six months of 1997 to $167.2 million in the first six months of 1998, 
primarily as a result of an increase in the hours of service provided, and to 
a lesser extent, from an increase in the average revenue per project hour.  
The increase in hours of service was primarily due to increased productivity 
of existing branch offices, hours of service provided by new branch offices, 
the addition of the CGI business, and the rollout of applications support 
services to the Company's branch network.  The increase in average revenue 
per project hour reflects demand for technical employees with higher skill 
levels as well as the addition of the applications support business, which 
carries a higher hourly bill rate.


                                     Page 9
<PAGE>

     GROSS PROFIT.  Gross profit increased by 34.8% from $41.3 million in the 
first six months of 1997 to $55.6 million in the first six months of 1998, 
again primarily as a result of an increase in hours of service provided to 
clients. Gross margin decreased from 34.2% of revenue in the first six months 
of 1997 to 33.3% in the first six months of 1998.   The decrease in gross 
margin was primarily due to higher benefit costs and direct expenses in the 
first six months of 1998.  The benefits program was expanded during the third 
quarter of 1997 to cover all technical employees who have been on assignment 
for at least 500 hours.  Other direct expenses include travel, lodging and 
other project related expenses.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and 
administrative expenses increased from $31.5 million in the first six months 
of 1997 to $45.0 million in the first six months of 1998.  This increase in 
selling, general and administration is primarily due to increased 
commissions, bonuses and staffing expenses associated with revenue and 
profitability growth, and an increased number of offices and their related 
operating costs, the addition of the CGI business along with the related 
selling, general and administrative expenses and the amortization of 
goodwill. In addition, the first six months of 1998 was impacted by 
additional recruiting and training costs associated with the aforementioned 
rollout of applications support services to ARC's branch network.  As a 
result of these rollout costs, selling, general and administrative expenses 
increased as a percentage of revenue from 26.1% in the first six months of 
1997 to 26.9% in the first six months of 1998.

     INCOME FROM OPERATIONS.  Income from operations increased from $9.8 
million in the first six months of 1997, or 8.1% of total revenue, to $10.7 
million in the first six months of 1998, or 6.4% of total revenue.

     OTHER INCOME (EXPENSE).  Other income (expense) for the first six months 
of 1997 consisted of interest income earned on the Company's outstanding cash 
and investment positions.  For the first six months of 1998, other income 
(expense) consisted of interest expense related to the 3-year revolving line 
of credit used to finance the acquisition of CGI (see "Liquidity and Capital 
Resources" below).  Interest expense was offset by interest income and by 
gains on the liquidation of investments during the first six months as the 
Company converted its investment positions into cash.

     PROVISION FOR INCOME TAXES. The Company's provision for income taxes 
decreased from $4.1 million, or an effective tax rate of 39.4%, in the first 
six months of 1997 to $3.7 million, or an effective tax rate of 40.7%, in the 
first six months of 1998.  The amortization of goodwill, which is not tax 
deductible, caused the effective tax rate to increase.


                                     Page 10
<PAGE>

     NET INCOME.  The Company's net income decreased from $6.4 million in the 
first six months of 1997, or 5.3% of total revenue, to $5.4 million in the 
first six months of 1998, or 3.2% of total revenue.

LIQUIDITY AND CAPITAL RESOURCES

     During the first six months of 1998, cash flow generated from operations 
was $15.8 million resulting primarily from earnings, increased accrued 
payroll expenses, and decreases in trade accounts receivable partially offset 
by decreases in accounts payable and accrued expenses. Working capital 
decreased from $65.8 million at December 31, 1997, to $53.2 million at June 
30, 1998 as cash provided by operations was used to repay a portion of 
long-term debt.

     In connection with the acquisition of CGI, the Company established a $75 
million, 3-year revolving line of credit that was used to finance the 
acquisition.  Total borrowings under the line at June 30, 1998 were $62.0 
million.  The Company believes its cash balances and funds provided by 
operations will be sufficient to finance continued expansion of its office 
network and to meet all of its anticipated cash requirements for at least the 
next twelve months.

RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

     In June 1997, the Financial Accounting Standards Board issued SFAS No. 
131, "Disclosures about Segments of an Enterprise and Related Information," 
which is effective for the Company's 1998 annual financial statements.  SFAS 
No. 131 establishes standards for reporting information about operating 
segments in annual financial statements and requires selected information 
about operating segments in interim financial reports issued to shareholders. 
 It also establishes standards for related disclosures about products and 
services, geographic areas and major customers. SFAS No. 131 supersedes SFAS 
No. 14, "Financial Reporting for Segments of Business Enterprise," but 
retains the requirement to report information about major customers.

     The Company is currently evaluating the impact this statement will have 
on its financial statements.


                                     Page 11
<PAGE>

PART II - OTHER INFORMATION

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

     (a)  The annual meeting of stockholders of Alternatives Resources
          Corporation was held on April 28, 1998.

     (b)  The individuals specified in (c) below were elected as directors at
          the meeting and the terms of office of Larry I. Kane, Bruce R. Smith,
          Raymond R. Hipp and Richard B. Williams as directors continued after
          the meeting.
          
     (c)  Set forth below is the tabulation of the votes with respect to the
          election of JoAnne Brandes, Robert V. Carlson and Michael E. Harris 
          as Class I Directors.

<TABLE>
<CAPTION>
                                                     Withhold
               Director               For           Authority
               -----------------   ----------       ---------
               <S>                 <C>                <C>
               JoAnne Brandes      12,884,177         636,480
               Robert V. Carlson   12,886,069         634,588
               Michael E. Harris   12,885,717         634,940
</TABLE>

          Set forth below is the tabulation of the votes on the motion to 
approve an amendment to the Company's Amended and Restated Incentive Stock 
Option Plan increasing the number of shares of common stock available for 
grant thereunder by 900,000 shares to a total of 4,900,000.

<TABLE>
<CAPTION>
                                                                    Broker
                     For             Against         Abstain      Nonvotes 
                  ---------         ---------        -------      ---------
                  <S>               <C>               <C>         <C>
                  5,575,316         5,637,865         33,405      2,274,071
</TABLE>

ITEM 5. - OTHER INFORMATION

On March 27, 1998, A. Donald Rully, George B. Cobbe and Syd N. Heaton were 
appointed to the Company's board of directors.  Mr. Rully returned to the 
board of directors after a temporary absense in which he pursued other 
business interests.  Mr. Cobbe, currently a management consultant, is a 
retired vice president of Hewlett-Packard's Americas Geographic Operations.  
Mr. Heaton is a retired chairman and chief executive officer of Advantis, a 
network services partnership of IBM Corporation and Sears.

On April 10, 1998, Richard B. Williams resigned from the position of Vice 
Chairman and from the Company's board of directors. 


                                    Page 12
<PAGE>

On July 31, 1998, Larry I. Kane, Chairman and Chief Executive Officer, 
retired. Mr. Kane remains on the Company's board of directors.  For 
additional information reference is made to the press release dated July 24, 
1998 filed as exhibit 99(a).

On August 1, 1998, Raymond R. Hipp joined the Company as Chairman, President 
and Chief Executive Officer.  Mr. Hipp served as a member of the Company's 
board    of directors for four years prior to becoming Chairman, President 
and Chief     Executive Officer.  For additional information reference is 
made to the press release dated July 24, 1998 filed as exhibit 99(a).

On August 1, 1998, Steve Purcell joined the Company as Chief Financial 
Officer, Secretary and Treasurer.  For additional information reference is 
made to the press release dated August 5, 1998 filed as exhibit 99(b).

ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

     (a)  The following documents are furnished as an exhibit and numbered
          pursuant to Item 601 of Regulation S-K:

<TABLE>
<CAPTION>
          EXHIBIT NUMBER                  DESCRIPTION
          --------------                  -----------
               <C>                <S>
               27.1               Financial Data Schedule
               27.2               Restated Financial Data Schedule
               99(a)              Press Release dated July 24, 1998
               99(b)              Press Release dated August 5, 1998
</TABLE>

     (b)  The registrant was not required to file any reports on Form 8-K for
          the quarter.


                                     Page 13
<PAGE>

                                    SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                    ALTERNATIVE RESOURCES CORPORATION


Date:  August 12, 1998              /s/ Bradley K. Lamers
                                    ---------------------------------
                                    Bradley K. Lamers
                                    Vice President


                                  Page 14
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
   Exhibit
    Number     Description
   -------     -----------
     <C>       <S>
     27.1      Financial Data Schedule
     27.2      Restated Financial Data Schedule
     99(a)     Press Release dated July 24, 1998
     99(b)     Press Release dated August 5, 1998
</TABLE>


                                      Page 15