As filed with the Securities and Exchange Commission on June 11, 1998
                                                     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                                 (I.R.S. Employer
  incorporation or organizati                                Identification No.)

 12801 N. Central Expressway, Suite 350
              Dallas, Texas                                         75243
(Address of principal executive offices)                          (Zip Code)
                     ---------------------------------------

    DIVERSIFIED CORPORATE RESOURCES, INC. 1998 NONQUALIFIED STOCK OPTION PLAN
  DIVERSIFIED CORPORATE RESOURCES, INC. AMENDED AND RESTATED 1996 NONQUALIFIED
                                STOCK OPTION PLAN
                            (Full title of the plans)
                     ---------------------------------------

               M. Ted Dillard                                   Copy to:
                 President                               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)
                     ---------------------------------------
<TABLE>
<CAPTION>
<S>                                        <C>                            <C>                  <C>                       <C>     

                         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      800,000 Shares               $12.75                $4,237,303.4             $1,250.00
====================================================================================================================================
<FN>

         (1) The securities to be registered  consist of 500,000 shares reserved
for  issuance  under the  Diversified  Corporate  Resources,  Inc.  Amended  and
Restated  1996  Nonqualified  Stock  Option Plan (the "1996  Plan"),  of which a
registration fee for 450,000  securities was paid pursuant to the filing of Form
S-8 (No.  333-27867),  filed with the  Commission  on May 27, 1997,  and 300,000
shares reserved for issuance under the  Diversified  Corporate  Resources,  Inc.
1998  Nonqualified  Stock Option Plan (the "1998  "Plan," and together  with the
1996 Plan, 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) 46,333 shares of Common Stock reserved for issuance under the Plans,  but
not subject to outstanding stock options, at a price per share of $12.19,  which
is the  average  of the high  and low  prices  reported  on the  American  Stock
Exchange  in the Common  Stock as of June 9, 1998,  which is a date  within five
business days prior to the date of filing the registration statement, and

</FN>
</TABLE>



================================================================================






<PAGE>



                  (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
                           ---------------------             --------------

                           236,667                                $12.75
                            59,500                                $10.00
                             7,500                                $ 8.00







<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, 1997;

                  (2) 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.


                                      II-1

<PAGE>



Item 6.  Indemnification of Directors and Officers.

         The Bylaws, as amended,  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

         3.1*     Articles of Incorporation of the registrant (Exhibit 3(a))

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

         3.3**    First Amendment to Bylaws of the registrant (Exhibit 3.4)

         3.4      Second Amendment to Bylaws of the registrant

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

         4.4**    First Amendment to the  registrant's Amended and Restated 1996
                  Nonqualified Stock Option Plan (Exhibit 10.5)

         4.5**    Diversified Corporate Resources,  Inc. 1998 Nonqualified Stock
                  Option Plan

         4.6**    Stock Option granted to  Anthony J. Bruno, effective  November
                  13, 1997 (Exhibit 10.6)

         4.7**    Stock Option granted to James Woo, effective November 13, 1997
                  (Exhibit 10.7)


                                      II-2

<PAGE>



         4.8**    Stock Option granted  to  Scott Higby,  effective  January 14,
                  1998 (Exhibit 10.8)

         4.9**    Stock Option granted to  John Wilson, effective April 23, 1998
                  (Exhibit 10.9)

         4.10**   Form  of Stock  Option  granted to  certain  employees of  the
                  registrant, effective November 13, 1997 (Exhibit 10.10)

         4.11**   Stock Option  Agreement by  and  between  the  registrant  and
                  Douglas G. Furra, effective June 1, 1997 (Exhibit 10.11)

         4.12**   Stock Option  Agreement by  and  between  the  registrant  and
                  Deborah   A.   Farrington,   effective   November   13,   1997
                  (Exhibit 10.12)

         4.13**   First Amendment to  Stock Option Agreement  by and between the
                  registrant  and  Samuel  E.  Hunter, effective  March 20, 1998
                  (Exhibit 10.13)

         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.

         23.3     Consent of Coopers & Lybrand L.L.P.
--------------------

*        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-Q (No. 001-13431)  filed with the  Commission on May  15, 1998,
         incorporated herein by reference.





                                      II-3

<PAGE>



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,  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.


                                      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 June 10, 1998:


                                          DIVERSIFIED CORPORATE  RESOURCES, INC.



                                          By:       /s/ J. Michael Moore
                                                   -----------------------------
                                                    J. Michael Moore,
                                                    Chief Executive 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:

<TABLE>
<CAPTION>

                 Signature                                         Capacity                                   Date
                 ---------                                         --------                                   ----
<S>                                                <C>                                                    <C> 

 /s/ J. Michael Moore                              Chairman, Chief Executive Officer                      June 10, 1998
--------------------------------------------       and Director (Principal Executive
J. Michael Moore                                   Officer)

 /s/ M. Ted Dillard                                President, Secretary and Director                      June 10, 1998
--------------------------------------------
M. Ted Dillard

/s/ Douglas G. Furra                               Chief Financial Officer (Principal                     June 10, 1998
--------------------------------------------       Financial Officer and Principal
                                                   Accounting Officer)

 /s/ Deborah A. Farrington                         Director                                               June 10, 1998
--------------------------------------------
Deborah A. Farrington




<PAGE>




 /s/ Samuel E. Hunter                              Director                                               June 10, 1998
--------------------------------------------
Samuel E. Hunter

 /s/ A. Clinton Allen                              Director                                               June 10, 1998
--------------------------------------------
A. Clinton Allen


</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                                  EXHIBIT INDEX




                                                                                                         Sequential
      Exhibit                                                                                               Page
       Number                                       Document Description                                   Number
      -------                                       --------------------                                 -----------
<S>                   <C>  

  3.1*                Articles of Incorporation of the registrant (Exhibit 3(a))

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

  3.3**               First Amendment to Bylaws of the registrant (Exhibit 3.4)

  3.4                 Second Amendment to Bylaws of the registrant

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

  4.4**               First Amendment to the registrant's Amended and Restated 1996
                      Nonqualified Stock Option Plan (Exhibit 10.5)

  4.5**               Diversified Corporate Resources, Inc. 1998 Nonqualified Stock Option
                      Plan

  4.6**               Stock Option granted to Anthony J. Bruno, effective November 13,
                      1997 (Exhibit 10.6)

  4.7**               Stock Option granted to James Woo, effective November 13, 1997
                      (Exhibit 10.7)


  4.8**               Stock Option granted to Scott Higby, effective January 14, 1998
                      (Exhibit 10.8)

  4.9**               Stock Option granted to John Wilson, effective April 23, 1998 (Exhibit
                      10.9)


  4.10**              Form of Stock Option  granted to certain  employees of the
                      registrant, effective November 13, 1997 (Exhibit 10.10)

  4.11**              Stock Option Agreement by and between the registrant and Douglas G.
                      Furra, effective June 1, 1997 (Exhibit 10.11)

  4.12**              Stock Option Agreement by and between the registrant and
                      Deborah A. Farrington, effective November 13, 1997 (Exhibit 10.12)




<PAGE>




 4.13**               First Amendment to Stock Option Agreement by and between the
                      registrant and Samuel E. Hunter, effective March 20, 1998 (Exhibit
                      10.13)
 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.
23.3                  Consent of Coopers & Lybrand L.L.P.


--------------------
<FN>

*        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-Q (No. 001-13431)
         filed with the Commission on May 15, 1998, incorporated herein by reference.

</FN>
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22484}]
{"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": "333-56671", "film-number": "98646961"}, "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 June 11, 1998
                                                     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                                 (I.R.S. Employer
  incorporation or organizati                                Identification No.)

 12801 N. Central Expressway, Suite 350
              Dallas, Texas                                         75243
(Address of principal executive offices)                          (Zip Code)
                     ---------------------------------------

    DIVERSIFIED CORPORATE RESOURCES, INC. 1998 NONQUALIFIED STOCK OPTION PLAN
  DIVERSIFIED CORPORATE RESOURCES, INC. AMENDED AND RESTATED 1996 NONQUALIFIED
                                STOCK OPTION PLAN
                            (Full title of the plans)
                     ---------------------------------------

               M. Ted Dillard                                   Copy to:
                 President                               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      800,000 Shares               $12.75                $4,237,303.4             $1,250.00
====================================================================================================================================
(1) The securities to be registered  consist of 500,000 shares reserved
for  issuance  under the  Diversified  Corporate  Resources,  Inc.  Amended  and
Restated  1996  Nonqualified  Stock  Option Plan (the "1996  Plan"),  of which a
registration fee for 450,000  securities was paid pursuant to the filing of Form
S-8 (No.  333-27867),  filed with the  Commission  on May 27, 1997,  and 300,000
shares reserved for issuance under the  Diversified  Corporate  Resources,  Inc.
1998  Nonqualified  Stock Option Plan (the "1998  "Plan," and together  with the
1996 Plan, 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) 46,333 shares of Common Stock reserved for issuance under the Plans,  but
not subject to outstanding stock options, at a price per share of $12.19,  which
is the  average  of the high  and low  prices  reported  on the  American  Stock
Exchange  in the Common  Stock as of June 9, 1998,  which is a date  within five
business days prior to the date of filing the registration statement, 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
                           ---------------------             --------------

                           236,667                                $12.75
                            59,500                                $10.00
                             7,500                                $ 8.00
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, 1997;

                  (2) 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.

                                      II-1
Item 6.  Indemnification of Directors and Officers.

         The Bylaws, as amended,  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

         3.1*     Articles of Incorporation of the registrant (Exhibit 3(a))

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

         3.3**    First Amendment to Bylaws of the registrant (Exhibit 3.4)

         3.4      Second Amendment to Bylaws of the registrant

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

         4.4**    First Amendment to the  registrant's Amended and Restated 1996
                  Nonqualified Stock Option Plan (Exhibit 10.5)

         4.5**    Diversified Corporate Resources,  Inc. 1998 Nonqualified Stock
                  Option Plan

         4.6**    Stock Option granted to  Anthony J. Bruno, effective  November
                  13, 1997 (Exhibit 10.6)

         4.7**    Stock Option granted to James Woo, effective November 13, 1997
                  (Exhibit 10.7)

                                      II-2
4.8**    Stock Option granted  to  Scott Higby,  effective  January 14,
                  1998 (Exhibit 10.8)

         4.9**    Stock Option granted to  John Wilson, effective April 23, 1998
                  (Exhibit 10.9)

         4.10**   Form  of Stock  Option  granted to  certain  employees of  the
                  registrant, effective November 13, 1997 (Exhibit 10.10)

         4.11**   Stock Option  Agreement by  and  between  the  registrant  and
                  Douglas G. Furra, effective June 1, 1997 (Exhibit 10.11)

         4.12**   Stock Option  Agreement by  and  between  the  registrant  and
                  Deborah   A.   Farrington,   effective   November   13,   1997
                  (Exhibit 10.12)

         4.13**   First Amendment to  Stock Option Agreement  by and between the
                  registrant  and  Samuel  E.  Hunter, effective  March 20, 1998
                  (Exhibit 10.13)

         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.

         23.3     Consent of Coopers & Lybrand L.L.P.
--------------------

*        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-Q (No. 001-13431)  filed with the  Commission on May  15, 1998,
         incorporated herein by reference.

                                      II-3
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,  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.

                                      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 June 10, 1998:

                                          DIVERSIFIED CORPORATE  RESOURCES, INC.

                                          By:       /s/ J. Michael Moore
                                                   -----------------------------
                                                    J. Michael Moore,
                                                    Chief Executive 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, Chief Executive Officer                      June 10, 1998
--------------------------------------------       and Director (Principal Executive
J. Michael Moore                                   Officer)

 /s/ M. Ted Dillard                                President, Secretary and Director                      June 10, 1998
--------------------------------------------
M. Ted Dillard

/s/ Douglas G. Furra                               Chief Financial Officer (Principal                     June 10, 1998
--------------------------------------------       Financial Officer and Principal
                                                   Accounting Officer)

 /s/ Deborah A. Farrington                         Director                                               June 10, 1998
--------------------------------------------
Deborah A. Farrington
/s/ Samuel E. Hunter                              Director                                               June 10, 1998
--------------------------------------------
Samuel E. Hunter

 /s/ A. Clinton Allen                              Director                                               June 10, 1998
--------------------------------------------
A. Clinton Allen
EXHIBIT INDEX

                                                                                                         Sequential
      Exhibit                                                                                               Page
       Number                                       Document Description                                   Number
      -------                                       --------------------                                 -----------
3.1*                Articles of Incorporation of the registrant (Exhibit 3(a))

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

  3.3**               First Amendment to Bylaws of the registrant (Exhibit 3.4)

  3.4                 Second Amendment to Bylaws of the registrant

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

  4.4**               First Amendment to the registrant's Amended and Restated 1996
                      Nonqualified Stock Option Plan (Exhibit 10.5)

  4.5**               Diversified Corporate Resources, Inc. 1998 Nonqualified Stock Option
                      Plan

  4.6**               Stock Option granted to Anthony J. Bruno, effective November 13,
                      1997 (Exhibit 10.6)

  4.7**               Stock Option granted to James Woo, effective November 13, 1997
                      (Exhibit 10.7)

  4.8**               Stock Option granted to Scott Higby, effective January 14, 1998
                      (Exhibit 10.8)

  4.9**               Stock Option granted to John Wilson, effective April 23, 1998 (Exhibit
                      10.9)

  4.10**              Form of Stock Option  granted to certain  employees of the
                      registrant, effective November 13, 1997 (Exhibit 10.10)

  4.11**              Stock Option Agreement by and between the registrant and Douglas G.
                      Furra, effective June 1, 1997 (Exhibit 10.11)

  4.12**              Stock Option Agreement by and between the registrant and
                      Deborah A. Farrington, effective November 13, 1997 (Exhibit 10.12)
4.13**               First Amendment to Stock Option Agreement by and between the
                      registrant and Samuel E. Hunter, effective March 20, 1998 (Exhibit
                      10.13)
 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.
23.3                  Consent of Coopers & Lybrand L.L.P.

--------------------
*        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-Q (No. 001-13431)
         filed with the Commission on May 15, 1998, incorporated herein by reference.