As filed with the Securities and Exchange Commission on May 22, 1997
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
      --------------------------------------------------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
      --------------------------------------------------------------------
                      DIVERSIFIED CORPORATE RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

          TEXAS                                                 75-1565578
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

 12801 N. CENTRAL EXPRESSWAY, SUITE 350
             DALLAS, TEXAS                                        75243
(Address of principal executive offices)                        (Zip Code)
      --------------------------------------------------------------------
                DIVERSIFIED CORPORATE RESOURCES, INC. AMENDED AND
                  RESTATED 1996 NONQUALIFIED STOCK OPTION PLAN
                   STOCK OPTION AGREEMENT FOR DONALD A. BAILEY
                    STOCK OPTION AGREEMENT FOR M. TED DILLARD
                   STOCK OPTION AGREEMENT FOR J. MICHAEL MOORE
                            (Full title of the plans)
      --------------------------------------------------------------------
            M. TED DILLARD                                     COPY TO:
PRESIDENT AND PRINCIPAL FINANCIAL OFFICER                MARK D. WIGDER, ESQ.
   DIVERSIFIED CORPORATE RESOURCES, INC.                JENKENS & GILCHRIST,
   12801 N. CENTRAL EXPRESSWAY SUITE 350             A PROFESSIONAL CORPORATION
            DALLAS, TEXAS 75243                     1445 ROSS AVENUE, SUITE 3200
              (972) 458-8500                             DALLAS, TEXAS  75202
  (Name, address and telephone number
including area code of agent for service)
      --------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                                             PROPOSED                 PROPOSED
                                                      AMOUNT                 MAXIMUM                  MAXIMUM            AMOUNT OF
             TITLE OF CLASS OF                        TO BE               OFFERING PRICE             AGGREGATE         REGISTRATION
        SECURITIES TO BE REGISTERED              REGISTERED(1)(2)        PER SHARE(3)(4)        OFFERING PRICE(3)(4)      FEE(4)
-------------------------------------------- ------------------------ ---------------------- ------------------------ --------------
<S>                                               <C>                         <C>                    <C>                   <C> 
Common Stock, $0.10 par value per share           600,000 Shares              $8.00                  $2,016,000            $611
============================================ ======================== ====================== ======================== ==============
</TABLE>

       (1) The securities to  be registered  consist of 450,000  shares reserved
for  issuance  under the  Diversified  Corporate  Resources,  Inc.  Amended  and
Restated 1996 Nonqualified  Stock Option Plan and an aggregate of 150,000 shares
reserved for issuance under the individual stock option  agreements listed above
(collectively, the "Plans").
       (2) Pursuant to  Rule 416,  this  Registration  Statement  is  deemed  to
include  additional shares of Common Stock issuable under the terms of the Plans
to prevent  dilution  resulting  from any future stock split,  stock dividend or
similar transaction.
       (3) Estimated solely for the purpose of calculating the registration fee.
       (4) Calculated  pursuant to Rule 457(c) and (h). Accordingly,  the  price
per share of the Common Stock offered  hereunder  pursuant to the Plans is based
on (i) 130,000 shares of Common Stock reserved for issuance under the Plans, but
not subject to outstanding stock options,  at a price per share of $5.00,  which
is the  average of the high and low  prices  reported  by a market  maker in the
Common Stock as of April 30, 1997,  which is the last day on which shares of the
Common Stock traded,  and (ii) the following shares of Common Stock reserved for
issuance under the Plans and subject to options  already  granted  thereunder at
the following exercise prices:

            Number of Shares
            of Common Stock                             Exercise Price
            Reserved for Issuance                       Per Share
            ---------------------                       --------------
            150,000                                     $ .50
            130,000                                     $2.50
             20,000                                     $3.00
             98,000                                     $4.00
             20,000                                     $5.00
             52,000                                     $8.00 (5)

         (5) Price per share of  options is the lesser of $8.00 or the price per
share at which  shares of Common Stock are sold to the public in 1997 or 1998 if
the  registrant  effectuates  a public sale of its Common  Stock in 1997 or 1998
using an  investment  banking firm  selected by the Board of  Directors  (in the
event of multiple  sales to the public during 1997 and 1998, the price per share
of the initial sale shall be applicable).


CORPDAL:64543.5  28722-00003
<PAGE>




                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.           PLAN INFORMATION*
ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant  hereby  incorporates by reference in this  Registration
Statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

                  (1) the registrant's Annual Report on Form 10-K filed with the
         Commission for the fiscal year ended December 31, 1996;

                  (2) the  registrant's  amendment  on Form 10-K/A to its Annual
         Report on Form 10-K filed with the Commission for the fiscal year ended
         December 31, 1996;

                  (3) the  description of the Common Stock,  par value $0.10 per
         share,  of  the  registrant  (the  "Common  Stock")  set  forth  in the
         Registration  Statement  on Form  8-A  filed  with  the  Commission  on
         November  2, 1985,  including  any  amendment  or report  filed for the
         purpose of updating such description.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

--------
     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.

CORPDAL:64543.5  28722-00003
                                                       II-1

<PAGE>



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Bylaws of the registrant  provide that the registrant may indemnify
officers and directors, and may indemnify its other employees and agents, to the
fullest extent  permitted by law. The laws of the State of Texas permit,  and in
some cases require,  corporations to indemnify officers,  directors,  agents and
employees  who are or have been a party to or are  threatened to be made a party
to litigation  against  judgments,  fines,  settlements and reasonable  expenses
under certain circumstances.

         The  registrant  has  also  adopted   provisions  in  its  Articles  of
Incorporation  that limit the liability of its  directors to the fullest  extent
permitted by the laws of the State of Texas. Under the registrant's  Articles of
Incorporation, and as permitted by the laws of the State of Texas, a director is
not liable to the  registrant  or its  shareholders  for  damages  for breach of
fiduciary duty.  Such limitation of liability does not affect  liability for (i)
breach of the director's duty of loyalty to the corporation or its shareholders,
(ii) acts or omissions not in good faith that constitute a breach of duty of the
director to the  corporation  or acts or  omissions  which  involve  intentional
misconduct or a knowing  violation of the law, (iii) any transaction  from which
the director  derived an improper  benefit,  or (iv) the payment of any unlawful
distribution

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         (a)      Exhibits.

     The following documents are filed as a part of this Registration Statement.

    Exhibit             Description of Exhibit
    -------             ----------------------
     4.1* Articles of Incorporation of the registrant (Exhibit 3(a))

     4.2* Bylaws of the registrant (Exhibit 3(b))

     4.3  Diversified  Corporate  Resources,  Inc.  Amended  and  Restated  1996
          Nonqualified Stock Option Plan

     4.4**Stock  Option  Agreement by and between the  registrant  and Donald A.
          Bailey, executed December 1, 1995 (Exhibit 10(z)(vi))

     4.5**Stock  Option  Agreement  by and  between  the  registrant  and M. Ted
          Dillard, executed December 1, 1995 (Exhibit 10(z)(v))

     4.6**Stock Option  Agreement by and between the  registrant  and J. Michael
          Moore, executed December 1, 1995 (Exhibit 10(z)(iv))

     4.7  Amended  and  Restated  Stock  Option  Agreement  by and  between  the
          registrant  and Donald A.  Bailey,  executed  as of May 15, 1997 to be
          effective as of December 27, 1996

     4.8  Amended  and  Restated  Stock  Option  Agreement  by and  between  the
          registrant  and M.  Ted  Dillard,  executed  as of May 15,  1997 to be
          effective as of December 27, 1996

CORPDAL:64543.5  28722-00003
                                                       II-2

<PAGE>



     4.9  Amended  and  Restated  Stock  Option  Agreement  by and  between  the
          registrant  and Samuel E.  Hunter,  executed  as of May 15, 1997 to be
          effective as of December 27, 1996

     4.10 Amended  and  Restated  Stock  Option  Agreement  by and  between  the
          registrant  and J.  Michael  Moore,  executed as of May 15, 1997 to be
          effective as of December 27, 1996

     5.1  Opinion of Jenkens & Gilchrist, a Professional Corporation

     23.1 Consent of Jenkens & Gilchrist,  a Professional  Corporation (included
          in their opinion filed as Exhibit 5.1 hereto)


     23.2 Consent of Weaver and Tidwell, L.L.P.

     24.1 Power of Attorney (see signature page of this Registration Statement)

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

     *    Filed  as  the  exhibit   shown  in   parenthesis   contained  in  the
          registrant's Registration Statement on Form S-18 (No. 33-760 FW) filed
          with the  Commission  on November  21,  1985,  incorporated  herein by
          reference.

     **   Filed  as  the  exhibit   shown  in   parenthesis   contained  in  the
          registrant's  Form 10-K filed for the year ended December 31, 1995 and
          incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

     A. The undersigned registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this Registration  Statement
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in this Registration Statement or
         any material change to such information in this Registration Statement;

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof; and

                  (3) to remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

     B. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing provisions, or otherwise,

CORPDAL:64543.5  28722-00003
                                                       II-3

<PAGE>



the  registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

CORPDAL:64543.5  28722-00003
                                                       II-4

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Dallas, Texas, on May 15, 1997:


                                    DIVERSIFIED CORPORATE  RESOURCES, INC.

                                    By: /s/ M. Ted Dillard
                                       -------------------
                                       M. Ted Dillard,
                                       President and Principal Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears  below  constitutes  and  appoints M. Ted  Dillard,  his true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith,  with the Commission,  granting unto said attorney-in-fact
and agent  full power and  authority  to do and  perform  each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  all that  said  attorney-in-fact  and agent or his  substitute,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:


           SIGNATURE              CAPACITY                             DATE
           ---------              --------                             ----
   /s/ J. Michael Moore     Chairman of the Board and              May 15, 1997
-----------------------      Chief Executive Officer
J. Michael Moore               

   /s/ M. Ted Dillard       President, Principal Financial         May 15, 1997
---------------------        Officer and Director
M. Ted Dillard                            

   /s/ Donald A. Bailey     Director                               May 15, 1997
-----------------------
Donald A. Bailey

   /s/ Samuel E. Hunter     Director                               May 15, 1997
-----------------------
Samuel E. Hunter


CORPDAL:64543.5  28722-00003

<PAGE>
                                  EXHIBIT INDEX
                                                                      Sequential
        Exhibit                                                          Page
         Number                Document Description                     Number
        -------                --------------------                   ----------
          4.1* Articles of Incorporation of the registrant (Exhibit 3(a))

          4.2* Bylaws of the registrant (Exhibit 3(b))

          4.3  Diversified  Corporate Resources,  Inc. Amended and Restated 1996
               Nonqualified Stock Option Plan

          4.4**Stock Option  Agreement by and between the  registrant and Donald
               A. Bailey, executed December 1, 1995 (Exhibit 10(z)(vi))

          4.5**Stock Option  Agreement by and between the  registrant and M. Ted
               Dillard, executed December 1, 1995 (Exhibit 10(z)(v))

          4.6**Stock  Option  Agreement  by and  between the  registrant  and J.
               Michael Moore, executed December 1, 1995 (Exhibit 10(z)(iv))

          4.7  Amended and Restated  Stock  Option  Agreement by and between the
               registrant  and Donald A. Bailey,  executed as of May 15, 1997 to
               be effective as of December 27, 1996

          4.8  Amended and Restated  Stock  Option  Agreement by and between the
               registrant and M. Ted Dillard,  executed as of May 15, 1997 to be
               effective as of December 27, 1996

          4.9  Amended and Restated  Stock  Option  Agreement by and between the
               registrant  and Samuel E. Hunter,  executed as of May 15, 1997 to
               be effective as of December 27, 1996

          4.10 Amended and Restated  Stock  Option  Agreement by and between the
               registrant and J. Michael  Moore,  executed as of May 15, 1997 to
               be effective as of December 27, 1996

          5.1  Opinion of Jenkens & Gilchrist, P.C.

          23.1 Consent of Jenkens & Gilchrist,  P.C.  (included in their opinion
               filed as Exhibit 5.1 hereto)

          23.2 Consent of Weaver and Tidwell, L.L.P.

          24.1 Power  of  Attorney  (see  signature  page of  this  Registration
               Statement)
--------------------
          *    Filed  as the  exhibit  shown  in  parenthesis  contained  in the
               registrant's  Registration Statement on Form S-18 (No. 33-760 FW)
               filed with the Commission, incorporated herein by reference.

          **   Filed  as the  exhibit  shown  in  parenthesis  contained  in the
               registrant's  Form 10-K for the year ended  December 31, 1995 and
               incorporated herein by reference.

CORPDAL:64543.5  28722-00003
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21082}]
{"company-data": {"conformed-name": "DIVERSIFIED CORPORATE RESOURCES INC", "cik": "0000779226", "assigned-sic": "7361", "irs-number": "751565578", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27867", "film-number": "97614631"}, "business-address": {"street1": "12801 N CENTRAL EXPRESSWAY", "street2": "STE 260", "city": "DALLAS", "state": "TX", "zip": "75243", "phone": "2144588500"}, "mail-address": {"street1": "12801 N CENTRAL EXPRESSWAY", "street2": "STE 260", "city": "DALLAS", "state": "TX", "zip": "75243"}, "former-company": {"former-conformed-name": "DIVERSIFIED HUMAN RESOURCES GROUP INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on May 22, 1997
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
      --------------------------------------------------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
      --------------------------------------------------------------------
                      DIVERSIFIED CORPORATE RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

          TEXAS                                                 75-1565578
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

 12801 N. CENTRAL EXPRESSWAY, SUITE 350
             DALLAS, TEXAS                                        75243
(Address of principal executive offices)                        (Zip Code)
      --------------------------------------------------------------------
                DIVERSIFIED CORPORATE RESOURCES, INC. AMENDED AND
                  RESTATED 1996 NONQUALIFIED STOCK OPTION PLAN
                   STOCK OPTION AGREEMENT FOR DONALD A. BAILEY
                    STOCK OPTION AGREEMENT FOR M. TED DILLARD
                   STOCK OPTION AGREEMENT FOR J. MICHAEL MOORE
                            (Full title of the plans)
      --------------------------------------------------------------------
            M. TED DILLARD                                     COPY TO:
PRESIDENT AND PRINCIPAL FINANCIAL OFFICER                MARK D. WIGDER, ESQ.
   DIVERSIFIED CORPORATE RESOURCES, INC.                JENKENS & GILCHRIST,
   12801 N. CENTRAL EXPRESSWAY SUITE 350             A PROFESSIONAL CORPORATION
            DALLAS, TEXAS 75243                     1445 ROSS AVENUE, SUITE 3200
              (972) 458-8500                             DALLAS, TEXAS  75202
  (Name, address and telephone number
including area code of agent for service)
      --------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
PROPOSED                 PROPOSED
                                                      AMOUNT                 MAXIMUM                  MAXIMUM            AMOUNT OF
             TITLE OF CLASS OF                        TO BE               OFFERING PRICE             AGGREGATE         REGISTRATION
        SECURITIES TO BE REGISTERED              REGISTERED(1)(2)        PER SHARE(3)(4)        OFFERING PRICE(3)(4)      FEE(4)
-------------------------------------------- ------------------------ ---------------------- ------------------------ --------------
Common Stock, $0.10 par value per share           600,000 Shares              $8.00                  $2,016,000            $611
============================================ ======================== ====================== ======================== ==============
(1) The securities to  be registered  consist of 450,000  shares reserved
for  issuance  under the  Diversified  Corporate  Resources,  Inc.  Amended  and
Restated 1996 Nonqualified  Stock Option Plan and an aggregate of 150,000 shares
reserved for issuance under the individual stock option  agreements listed above
(collectively, the "Plans").
       (2) Pursuant to  Rule 416,  this  Registration  Statement  is  deemed  to
include  additional shares of Common Stock issuable under the terms of the Plans
to prevent  dilution  resulting  from any future stock split,  stock dividend or
similar transaction.
       (3) Estimated solely for the purpose of calculating the registration fee.
       (4) Calculated  pursuant to Rule 457(c) and (h). Accordingly,  the  price
per share of the Common Stock offered  hereunder  pursuant to the Plans is based
on (i) 130,000 shares of Common Stock reserved for issuance under the Plans, but
not subject to outstanding stock options,  at a price per share of $5.00,  which
is the  average of the high and low  prices  reported  by a market  maker in the
Common Stock as of April 30, 1997,  which is the last day on which shares of the
Common Stock traded,  and (ii) the following shares of Common Stock reserved for
issuance under the Plans and subject to options  already  granted  thereunder at
the following exercise prices:

            Number of Shares
            of Common Stock                             Exercise Price
            Reserved for Issuance                       Per Share
            ---------------------                       --------------
            150,000                                     $ .50
            130,000                                     $2.50
             20,000                                     $3.00
             98,000                                     $4.00
             20,000                                     $5.00
             52,000                                     $8.00 (5)

         (5) Price per share of  options is the lesser of $8.00 or the price per
share at which  shares of Common Stock are sold to the public in 1997 or 1998 if
the  registrant  effectuates  a public sale of its Common  Stock in 1997 or 1998
using an  investment  banking firm  selected by the Board of  Directors  (in the
event of multiple  sales to the public during 1997 and 1998, the price per share
of the initial sale shall be applicable).

CORPDAL:64543.5  28722-00003
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.           PLAN INFORMATION*
ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant  hereby  incorporates by reference in this  Registration
Statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

                  (1) the registrant's Annual Report on Form 10-K filed with the
         Commission for the fiscal year ended December 31, 1996;

                  (2) the  registrant's  amendment  on Form 10-K/A to its Annual
         Report on Form 10-K filed with the Commission for the fiscal year ended
         December 31, 1996;

                  (3) the  description of the Common Stock,  par value $0.10 per
         share,  of  the  registrant  (the  "Common  Stock")  set  forth  in the
         Registration  Statement  on Form  8-A  filed  with  the  Commission  on
         November  2, 1985,  including  any  amendment  or report  filed for the
         purpose of updating such description.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

--------
     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.

CORPDAL:64543.5  28722-00003
                                                       II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Bylaws of the registrant  provide that the registrant may indemnify
officers and directors, and may indemnify its other employees and agents, to the
fullest extent  permitted by law. The laws of the State of Texas permit,  and in
some cases require,  corporations to indemnify officers,  directors,  agents and
employees  who are or have been a party to or are  threatened to be made a party
to litigation  against  judgments,  fines,  settlements and reasonable  expenses
under certain circumstances.

         The  registrant  has  also  adopted   provisions  in  its  Articles  of
Incorporation  that limit the liability of its  directors to the fullest  extent
permitted by the laws of the State of Texas. Under the registrant's  Articles of
Incorporation, and as permitted by the laws of the State of Texas, a director is
not liable to the  registrant  or its  shareholders  for  damages  for breach of
fiduciary duty.  Such limitation of liability does not affect  liability for (i)
breach of the director's duty of loyalty to the corporation or its shareholders,
(ii) acts or omissions not in good faith that constitute a breach of duty of the
director to the  corporation  or acts or  omissions  which  involve  intentional
misconduct or a knowing  violation of the law, (iii) any transaction  from which
the director  derived an improper  benefit,  or (iv) the payment of any unlawful
distribution

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         (a)      Exhibits.

     The following documents are filed as a part of this Registration Statement.

    Exhibit             Description of Exhibit
    -------             ----------------------
     4.1* Articles of Incorporation of the registrant (Exhibit 3(a))

     4.2* Bylaws of the registrant (Exhibit 3(b))

     4.3  Diversified  Corporate  Resources,  Inc.  Amended  and  Restated  1996
          Nonqualified Stock Option Plan

     4.4**Stock  Option  Agreement by and between the  registrant  and Donald A.
          Bailey, executed December 1, 1995 (Exhibit 10(z)(vi))

     4.5**Stock  Option  Agreement  by and  between  the  registrant  and M. Ted
          Dillard, executed December 1, 1995 (Exhibit 10(z)(v))

     4.6**Stock Option  Agreement by and between the  registrant  and J. Michael
          Moore, executed December 1, 1995 (Exhibit 10(z)(iv))

     4.7  Amended  and  Restated  Stock  Option  Agreement  by and  between  the
          registrant  and Donald A.  Bailey,  executed  as of May 15, 1997 to be
          effective as of December 27, 1996

     4.8  Amended  and  Restated  Stock  Option  Agreement  by and  between  the
          registrant  and M.  Ted  Dillard,  executed  as of May 15,  1997 to be
          effective as of December 27, 1996

CORPDAL:64543.5  28722-00003
                                                       II-2
4.9  Amended  and  Restated  Stock  Option  Agreement  by and  between  the
          registrant  and Samuel E.  Hunter,  executed  as of May 15, 1997 to be
          effective as of December 27, 1996

     4.10 Amended  and  Restated  Stock  Option  Agreement  by and  between  the
          registrant  and J.  Michael  Moore,  executed as of May 15, 1997 to be
          effective as of December 27, 1996

     5.1  Opinion of Jenkens & Gilchrist, a Professional Corporation

     23.1 Consent of Jenkens & Gilchrist,  a Professional  Corporation (included
          in their opinion filed as Exhibit 5.1 hereto)

     23.2 Consent of Weaver and Tidwell, L.L.P.

     24.1 Power of Attorney (see signature page of this Registration Statement)

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

     *    Filed  as  the  exhibit   shown  in   parenthesis   contained  in  the
          registrant's Registration Statement on Form S-18 (No. 33-760 FW) filed
          with the  Commission  on November  21,  1985,  incorporated  herein by
          reference.

     **   Filed  as  the  exhibit   shown  in   parenthesis   contained  in  the
          registrant's  Form 10-K filed for the year ended December 31, 1995 and
          incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

     A. The undersigned registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this Registration  Statement
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in this Registration Statement or
         any material change to such information in this Registration Statement;

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof; and

                  (3) to remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

     B. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing provisions, or otherwise,

CORPDAL:64543.5  28722-00003
                                                       II-3
the  registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

CORPDAL:64543.5  28722-00003
                                                       II-4
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Dallas, Texas, on May 15, 1997:

                                    DIVERSIFIED CORPORATE  RESOURCES, INC.

                                    By: /s/ M. Ted Dillard
                                       -------------------
                                       M. Ted Dillard,
                                       President and Principal Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears  below  constitutes  and  appoints M. Ted  Dillard,  his true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith,  with the Commission,  granting unto said attorney-in-fact
and agent  full power and  authority  to do and  perform  each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  all that  said  attorney-in-fact  and agent or his  substitute,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:

           SIGNATURE              CAPACITY                             DATE
           ---------              --------                             ----
   /s/ J. Michael Moore     Chairman of the Board and              May 15, 1997
-----------------------      Chief Executive Officer
J. Michael Moore               

   /s/ M. Ted Dillard       President, Principal Financial         May 15, 1997
---------------------        Officer and Director
M. Ted Dillard                            

   /s/ Donald A. Bailey     Director                               May 15, 1997
-----------------------
Donald A. Bailey

   /s/ Samuel E. Hunter     Director                               May 15, 1997
-----------------------
Samuel E. Hunter

CORPDAL:64543.5  28722-00003
EXHIBIT INDEX
                                                                      Sequential
        Exhibit                                                          Page
         Number                Document Description                     Number
        -------                --------------------                   ----------
          4.1* Articles of Incorporation of the registrant (Exhibit 3(a))

          4.2* Bylaws of the registrant (Exhibit 3(b))

          4.3  Diversified  Corporate Resources,  Inc. Amended and Restated 1996
               Nonqualified Stock Option Plan

          4.4**Stock Option  Agreement by and between the  registrant and Donald
               A. Bailey, executed December 1, 1995 (Exhibit 10(z)(vi))

          4.5**Stock Option  Agreement by and between the  registrant and M. Ted
               Dillard, executed December 1, 1995 (Exhibit 10(z)(v))

          4.6**Stock  Option  Agreement  by and  between the  registrant  and J.
               Michael Moore, executed December 1, 1995 (Exhibit 10(z)(iv))

          4.7  Amended and Restated  Stock  Option  Agreement by and between the
               registrant  and Donald A. Bailey,  executed as of May 15, 1997 to
               be effective as of December 27, 1996

          4.8  Amended and Restated  Stock  Option  Agreement by and between the
               registrant and M. Ted Dillard,  executed as of May 15, 1997 to be
               effective as of December 27, 1996

          4.9  Amended and Restated  Stock  Option  Agreement by and between the
               registrant  and Samuel E. Hunter,  executed as of May 15, 1997 to
               be effective as of December 27, 1996

          4.10 Amended and Restated  Stock  Option  Agreement by and between the
               registrant and J. Michael  Moore,  executed as of May 15, 1997 to
               be effective as of December 27, 1996

          5.1  Opinion of Jenkens & Gilchrist, P.C.

          23.1 Consent of Jenkens & Gilchrist,  P.C.  (included in their opinion
               filed as Exhibit 5.1 hereto)

          23.2 Consent of Weaver and Tidwell, L.L.P.

          24.1 Power  of  Attorney  (see  signature  page of  this  Registration
               Statement)
--------------------
          *    Filed  as the  exhibit  shown  in  parenthesis  contained  in the
               registrant's  Registration Statement on Form S-18 (No. 33-760 FW)
               filed with the Commission, incorporated herein by reference.

          **   Filed  as the  exhibit  shown  in  parenthesis  contained  in the
               registrant's  Form 10-K for the year ended  December 31, 1995 and
               incorporated herein by reference.

CORPDAL:64543.5  28722-00003