<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 March 31, 1997

                        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:

      15,685,485 shares of Common Stock outstanding as of May 2, 1997.

                                 Page 1 of 11
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PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements

                       ALTERNATIVE RESOURCES CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                       (In thousands, except share data)
                                     ASSETS

<TABLE>
<CAPTION>

                                                                                             December 31,    March 31,
                                                                                                 1996          1997
                                                                                             -----------     ---------
<S>                                                                                          <C>           <C>
Current assets:                                                                                             (Unaudited)
  Cash and cash equivalents                                                                   $   2,310      $   5,064
  Short-term investments                                                                         20,868         19,320
  Trade accounts receivable, net of allowance for doubtful accounts                              33,207         39,188
  Prepaid expenses                                                                                  455            780
  Other receivables                                                                               3,363          1,926
                                                                                             -----------     ---------
    Total current assets                                                                         60,203         66,278
                                                                                             -----------     ---------
Property and equipment:
  Office equipment                                                                                3,103          3,588
  Furniture and fixtures                                                                          1,427          1,513
  Software                                                                                          420            583
  Leasehold improvements                                                                            307            316
                                                                                             -----------     ---------
                                                                                                  5,257          6,000
  Less accumulated depreciation and amortization                                                 (2,377)        (2,738)
                                                                                             -----------     ---------
    Net property and equipment                                                                    2,880          3,262
                                                                                             -----------     ---------
Other assets:
  Long-term investments                                                                           1,026            808
  Other assets                                                                                      294            303
                                                                                             -----------     ---------
    Total other assets                                                                            1,320          1,111
                                                                                             -----------     ---------
Total assets                                                                                  $  64,403      $  70,651
                                                                                             -----------     ---------
                                                                                             -----------     ---------

                         LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
  Accounts payable                                                                            $     324      $     322
  Payroll and related expenses                                                                    5,969          9,471
  Accrued expenses                                                                                1,632          1,618
  Income taxes payable                                                                              466            560
                                                                                             -----------     ---------
    Total current liabilities                                                                     8,391         11,971
Deferred rent payable                                                                               345            258
                                                                                             -----------     ---------
    Total liabilities                                                                             8,736         12,229
                                                                                             -----------     ---------
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, 15,651,391 and 15,685,441
    shares issued and outstanding at December 31, 1996 and March 31, 1997, respectively             157            157
  Additional paid-in capital                                                                     23,003         23,021
  Unrealized loss on available-for-sale securities                                                  (28)           (58)
  Cumulative translation adjustment                                                                  43             36
  Retained earnings                                                                              32,492         35,266
                                                                                             -----------     ---------
    Total stockholders' equity                                                                   55,667         58,422
                                                                                             -----------     ---------
Total liabilities and stockholders' equity                                                    $  64,403      $  70,651
                                                                                             -----------     ---------
                                                                                             -----------     ---------
</TABLE>


             See accompanying Notes to Consolidated Financial Statements

                                  Page 2 of 11
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                       ALTERNATIVE RESOURCES CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except per share data)

                                                        Three Months
                                                       Ended March 31,
                                                  -----------------------
                                                     1996          1997
                                                  ---------     ---------
                                                         (Unaudited)
Revenue                                           $  45,834     $  57,758
Cost of services                                     29,069        38,348
                                                  ---------     ---------
Gross profit                                         16,765        19,410
Selling, general and administrative expenses         12,389        15,204
                                                  ---------     ---------
Income from operations                                4,376         4,206
Other income, net                                       259           417
                                                  ---------     ---------
Income before income taxes                            4,635         4,623
Income taxes                                          1,937         1,849
                                                  ---------     ---------
Net income                                         $  2,698      $  2,774
                                                  ---------     ---------
                                                  ---------     ---------

Net earnings per share amounts:
  Primary                                             $0.17         $0.18
                                                  ---------     ---------
                                                  ---------     ---------
  Fully diluted                                       $0.17         $0.18
                                                  ---------     ---------
                                                  ---------     ---------
Weighted average common and common
  equivalent shares outstanding:
  Primary                                            16,035        15,827
                                                  ---------     ---------
                                                  ---------     ---------
  Fully diluted                                      16,125        15,827
                                                  ---------     ---------
                                                  ---------     ---------


          See accompanying Notes to Consolidated Financial Statements


                                  Page 3 of 11
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                       ALTERNATIVE RESOURCES CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                     ----------------------
                                                                                        1996         1997
                                                                                     ---------     --------
                                                                                           (Unaudited)
<S>                                                                                  <C>           <C>
Cash flows from operating activities:
  Net income                                                                          $  2,698     $  2,774
  Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization                                                          247          362
    Allowance for doubtful accounts, net                                                     8           30
    Change in assets and liabilities:
      Trade accounts receivable                                                         (1,302)      (6,011)
      Prepaid expenses                                                                    (385)        (325)
      Other receivables                                                                   (240)       1,437
      Other assets                                                                          34          (17)
      Accounts payable                                                                      52           (2)
      Payroll and related expenses                                                       2,264        3,502
      Accrued expenses                                                                     119          (14)
      Income taxes payable                                                                 868           94
      Deferred rent payable                                                                 13          (87)
                                                                                     ---------     --------
Net cash provided by operating activities                                                4,376        1,743
                                                                                     ---------     --------

Cash flows from investing activities:
         Purchases of property and equipment                                              (441)        (743)
         Purchases of available-for-sale securities                                     (3,327)      (3,072)
         Redemption of available-for-sale securities                                      -           3,945
         Redemption of held-to-maturity securities                                       4,738          863
                                                                                     ---------     --------
Net cash provided by investing activities                                                  970          993
                                                                                     ---------     --------

Cash flows from financing activities:
         Payments received on stock options exercised                                      962           71
         Repurchase of common stock                                                       (392)        (350)
         Issuance of common stock under employee stock purchase plan                       333          297
                                                                                     ---------     --------
Net cash provided by financing activities                                                  903           18
                                                                                     ---------     --------

Net increase in cash and cash equivalents                                                6,249        2,754
Cash and cash equivalents at beginning of period                                         1,903        2,310
                                                                                     ---------     --------
Cash and cash equivalents at end of period                                            $  8,152     $  5,064
                                                                                     ---------     --------
                                                                                     ---------     --------
Supplemental disclosures:
         Cash paid for income taxes                                                   $  1,070     $    246
</TABLE>

         See accompanying Notes to Consolidated Financial Statements


                                 Page 4 of 11
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                       ALTERNATIVE RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                March 31, 1997

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, 1997.  The 
interim consolidated financial statements should be read in connection with 
the audited consolidated financial statements for the year ended December 31, 
1996.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION.  The operations of Alternative Resources 
Corporation (the "Company") are conducted through a parent holding company 
and two operating subsidiaries.  The accompanying financial statements 
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.  Earnings per common and common 
equivalent share is based on the average number of common shares and dilutive 
common share equivalents outstanding for the three month periods ended March 
31, 1996 and 1997.  The amount of dilution is computed using the treasury 
stock method.

     INVESTMENT SECURITIES.  The Company classifies all investment securities 
held as of December 31, 1995 as "held-to-maturity" securities under the 
provisions of Statement of Financial Accounting Standards No. 115, 
"Accounting for Certain Investments in Debt and Equity Securities".  As 
held-to-maturity securities mature, the proceeds of such securities are 
reinvested in "available-for-sale" securities.  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.

     RECLASSIFICATION.  Certain 1996 amounts have been reclassified to 
conform with the 1997 presentation.

                                 Page 5 of 11
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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.  

     The Company continues to adapt its business to a more solution-based 
model. This is being accomplished through the Company's 
Smartsourcing-Registered Trademark- Solutions service offering and to a 
lesser extent, through recently formed alliances with leading technology 
providers.

     Smartsourcing-Registered Trademark- Solutions are becoming a more 
significant part of the Company's revenue base.  Under a 
Smartsourcing-Registered Trademark- arrangement, wherein the Company may take 
over an entire portion of a client's Information Technology (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.

     During 1996, the Company embarked upon two significant initiatives, the 
aforementioned Smartsourcing-Registered Trademark- Solutions service offering 
and its General Business program.  The General Business program, formerly 
known as the Company's Middle Market program, is a sales initiative which 
targets midsize customers in the $50 to $500 million revenue range.  During 
the first quarter of 1997, the Company continued to invest in these key 
initiatives to drive future growth.

     The Company opened five new offices in the three month period ended 
March 31, 1997.  As of March 31, 1997, the Company had 56 offices in the 
United States and Canada, as compared to 46 offices at March 31, 1996.

FIRST QUARTER FISCAL 1997 COMPARED TO FIRST QUARTER FISCAL 1996

     REVENUE.  Revenue increased by 26.0% from $45.8 million in the first 
quarter of 1996 to $57.8 million in the first quarter of 1997, primarily as a 
result of an increase in the

                                 Page 6 of 11
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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 and hours 
of service provided by new branch offices.  The increase in average revenue 
per project hour reflects demand for technical employees with higher skill 
levels as well as the impact of a price increase in 1997.

     GROSS PROFIT.  Gross profit increased by 15.8% from $16.8 million in the 
first quarter of 1996 to $19.4 million in the first quarter of 1997, again 
primarily as a result of an increase in hours of service provided to clients. 
Gross margin decreased from 36.6% of revenue in the first quarter of 1996 to 
33.6% in the first quarter of 1997.  During the first quarter of 1997, the 
Company's gross margin was impacted primarily by more favorable pricing to 
some of its larger accounts.  The Company offers its largest clients volume 
discounts from list prices in order to encourage increased and continued 
usage of Company services.  The Company believes these discounts have 
contributed significantly to its revenue growth.  In addition, the Company 
believes its larger account relationships remain integral to its effort to 
sell value-added services and develop new customer relationships.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and 
administrative expenses increased from $12.4 million in the first quarter of 
1996 to $15.2 million in the first quarter of 1997, primarily due to 
increased commissions, bonuses and staffing expenses associated with revenue 
and profitability growth, expenses associated with the General Business 
initiative, investment in the infrastructure to support sales and delivery 
components of the Smartsourcing-Registered Trademark- Solutions program and 
an increased number of offices and their related operating costs.  Selling, 
general and administrative expenses decreased as a percentage of revenue from 
27.0% in the first quarter of 1996 to 26.3% in the first quarter of 1997, as 
these expenses are leveraged over an expanding revenue base.  A portion of 
the revenue growth is attributed to the Smartsourcing-Registered Trademark- 
and General Business initiatives.

     INCOME FROM OPERATIONS.  Income from operations decreased from $4.4 
million in the first quarter of 1996, or 9.5% of total revenue, to $4.2 
million in the first quarter of 1997, or 7.3% of total revenue.

     PROVISION FOR INCOME TAXES.  The Company's provision for income taxes 
decreased from $1.9 million, or an effective tax rate of 41.8%, in the first 
quarter of 1996 to $1.8 million, an effective tax rate of 40.0%, in the first 
quarter of 1997.  The decrease in the effective tax rate is the result of a 
tax planning initiative implemented in 1996.

     NET INCOME.  The Company's net income increased from $2.7 million in the 
first quarter of 1996, or 5.9% of total revenue, to $2.8 million in the first 
quarter of 1997, or 4.8% of total revenue.

                                 Page 7 of 11
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     During the first three months of 1997, cash flow generated from 
operations was $1.7 million resulting primarily from earnings and increased 
accrued payroll expenses, partially offset by a significant increase in 
accounts receivable. The increase in accounts receivable reflects the 
increased volume of business and the increased number of clients requesting 
monthly instead of weekly billing during 1997.  Working capital increased 
from $51.8 million at December 31, 1996, to $54.3 million at March 31, 1997.

     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

     Statement of Financial Accounting Standards No. 128, "Earnings per 
Share," was issued in February 1997.  The Company is required to adopt the 
new standard for periods ending after December 15, 1997.  All prior period 
earnings per share data presented must be restated after adoption.  The 
standard establishes new methods for computing and presenting earnings per 
share and replaces the presentation of primary and fully-diluted earnings per 
share with basic and diluted earnings per share.







                                 Page 8 of 11
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PART II - OTHER INFORMATION

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:

          Exhibit Number          Description
          --------------          -----------
                27                Financial Data Schedule

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








                                 Page 9 of 11
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                                  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:  May 7, 1997                     /s/ Bradley K. Lamers
                                       ------------------------------
                                       Bradley K. Lamers
                                       Vice President, Chief Financial Officer,
                                       Secretary, and Treasurer





                                 Page 10 of 11
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                                 EXHIBIT INDEX

    Exhibit 
    Number                        Description   
    ------                        -----------  

      27                  Financial Data Schedule  









                                 Page 11 of 11