UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 12B-25

                                                  SEC FILE NUMBER
                                                          1-16025
                   NOTIFICATION OF LATE FILING
                                                     CUSIP NUMBER

(Check One):   [ ] Form 10-K  [  ] Form 20-F   [ ] Form 11-K
               [X] Form 10-Q  [  ] Form N-SAR

               For Period Ended: June 30, 2001

If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:

PART I - REGISTRATION INFORMATION

Headway Corporate Resources, Inc.
317 Madison Ave., 3rd Floor
New York, NY 10017

PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed.  (Check box if
appropriate)


[X]  (a)  The reasons described in reasonable detail in Part III
     of this form could not be eliminated without unreasonable
     effort or expense;

     (b) The subject annual report, semi-annual report,
     transition report on Form 10-K, Form 20-F or 11-K or Form N-
     SAR, or portion thereof, will be filed on or before the
     fifteenth calendar day following the prescribed due date; or
     the subject quarterly report of transition report on Form 10-
     Q, or portion thereof will be filed on or before the fifth
     calendar day following the prescribed due date; and

     (c) The accountant's statement or other exhibit required by
     Rule 12b-25(c) has been attached if applicable.



PART III - NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed time period.

     The company was unable to complete the required
     financial statements without unreasonable
     expense and is in the process of negotiating an
     amendment or waiver to its senior and
     subordinated credit facility.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to
this notification.

Barry S. Roseman                             (212) 672-6501

(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed If answer is no, identify report(s).
                              [X] Yes             [  ] No

(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in
the subject report or portion thereof.
                              [  ] Yes            [X] No

If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.


Headway Corporate Resources, Inc. has caused this notification to
be signed on its behalf by the undersigned hereunto duly
authorized.


Date: August 14, 2001         By:_______________________________
                              Barry S. Roseman
                              President

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