<SUBMISSION>
<ACCESSION-NUMBER>0000930661-02-001408
<TYPE>10-K/A
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20011231
<FILING-DATE>20020430
<FILER>
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<CONFORMED-NAME>DIVERSIFIED CORPORATE RESOURCES INC
<CIK>0000779226
<ASSIGNED-SIC>7361
<IRS-NUMBER>751565578
<STATE-OF-INCORPORATION>TX
<FISCAL-YEAR-END>1231
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<ACT>34
<FILE-NUMBER>001-13431
<FILM-NUMBER>02627683
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<STREET1>12801 N CENTRAL EXPRESSWAY
<STREET2>STE 350
<CITY>DALLAS
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<ZIP>75243
<PHONE>2144588500
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<STREET2>STE 350
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<STATE>TX
<ZIP>75243
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<FORMER-CONFORMED-NAME>DIVERSIFIED HUMAN RESOURCES GROUP INC
<DATE-CHANGED>19920703
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<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>d10ka.txt
<DESCRIPTION>FORM 10-K/A
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

                                   (Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
               OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
                                       OR
     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO _______________.

                         COMMISSION FILE NUMBER 0-13984

                      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 Number)

      10670 N. Central Expressway
               Suite 600
             Dallas, Texas                               75231
(Address of principal executive offices)               (Zip Code)

             (972) 458-8500
    (Registrant's telephone number,
           including area code)


           Securities registered pursuant to Section 12(b) of the Act:

  Title of each class:             Name of Exchange on Which Registered:
 COMMON STOCK, PAR VALUE                  AMERICAN STOCK EXCHANGE
     $.10 PER SHARE

           Securities registered pursuant to Section 12(g) of the Act:

                                      NONE
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
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 No X

The aggregate market value of the voting stock held by non-affiliates of the
registrant on April 26, 2002, was $778,000 based upon the market value of the
Registrant's common stock of $0.34 per share.

Number of shares of common stock of the registrant outstanding on April 30, 2002
was 2,811,865.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

                                       1

<PAGE>

This Annual Report on Form 10-K/A is intended to amend and restate in its
entirety Part III of the Company's Annual Report on Form 10-K, as amended.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

     The Company's Bylaws provide that the number of directors which shall
constitute the whole board shall be fixed from time to time by resolution of the
Board of Directors but shall not be less than one. On April 26, 2001, the number
of directors comprising the Board of Directors was set at seven (7). While only
four (4) individuals are currently serving as directors of the Company,
management of the Company hopes to increase in the future the number of
individuals serving as directors of the Company. At this time, there are no
agreements or understandings to appoint anyone as a director subsequent to the
date of this filing.

     Information regarding the members of the Board of Directors is set forth in
the table and text below.

                                      Present Office(s) Held in the  Director
Names of Directors              Age              Company              Since
------------------              ---   -----------------------------  --------
                                            Chairman and Chief
J. Michael Moore .............   55         Executive Officer          1991
James E. Filarski ............   48             President              2001
Deborah A. Farrington ........   51               None                 1997
Samuel E. Hunter .............   67               None                 1997

     J. MICHAEL MOORE has served as the Chairman of the Board of Directors of
the Company since May 1991. Mr. Moore has served as Chief Executive Officer of
the Company since May 1993. He has been President and Chief Executive Officer of
United States Funding Group, Inc., a Texas corporation, since 1986. Mr. Moore is
the principal shareholder of DCRI L.P. No. 2, Inc., a Texas corporation. Mr.
Moore is also a minority shareholder in Pursuant Technologies, Inc., a
corporation formerly known as More-O, Inc. See "Security Ownership of Certain
Beneficial Owners and Management."

     JAMES E. FILARSKI was elected to the Board of Directors on August 20, 2001,
by vote of the Board of Directors. Mr. Filarski has served as the Company's
President since July 2001. From 1992 through 2001, Mr. Filarski was a co-founder
and principal of FRS/SUMMIT Resources, a consulting, mergers and acquisition and
business services firm focused in the staffing and employment services industry.
From 1988 to 1992, Mr. Filarski was the Senior Vice President, Finance of The
SEC Companies of the USA, Inc. a nationwide employment services firm. From 1976
to 1988, Mr. Filarski was employed with KPMG, LLP (an international accounting
firm), and is a Certified Public Accountant.

     DEBORAH A. FARRINGTON was elected to the Board of Directors of the Company
on November 12, 1997, by vote of the Board of Directors. Since May 1998, Ms.
Farrington has been a consultant to the Company in addition to functioning as a
director (see "Board of Directors and Committee - Director Compensation"). Since
May 1998, Ms. Farrington has been Managing Member of the general partner of
StarVest Partners, L.P., a private equity investment firm. From 1993 to 1997,
Ms. Farrington served as Co-Chairman of Victory Ventures LLC and President and
Chief Executive Officer of its predecessor Victory Capital, LLC, both venture
capital companies in New York City. From 1993 to 1996, Ms. Farrington also
served as Chairman of the Board of Staffing Resources Inc., a Dallas based
staffing services company. She also served as Co-Chairman of the Board of Tigera
Group, Inc. from 1995 to 1996.

     SAMUEL E. HUNTER was elected to the Board of Directors of the Company on
February 28, 1997, by vote of the Board of Directors. Since July 1, 2000, Mr.
Hunter has managed the sales trading desk for the Interstate Group in New York.
From October 1, 1997 to June 2000 Mr. Hunter served as Senior Vice President of
Sales for OptiMark Technologies, Inc., an electronic trading network. From 1993
to 1997, he served as managing director for equities trading for Ormes Capital
Markets, Inc. in New York City. Mr. Hunter is also a minority shareholder and
director in More-O, Inc. Mr. Hunter is also engaged in various other business
activities. See "Security Ownership of Certain Beneficial Owners and
Management."

     None of the nominees is related to any other nominee or to any executive
officer or director of the Company by blood, marriage or adoption (except
relationships, if any, more remote than first cousin).

                                       2

<PAGE>

Meetings and Committees

     The Board of Directors held fifteen (15) meetings during the year ended
December 31, 2001. With the exception that Ms. Farrington was unable to attend
two (2) meetings of the Board of Directors during 2001, all of the sitting
directors of the Company during that time attended 100% of the meetings of the
Board of Directors.

     Working committees of the Board include the Audit Committee and the
Compensation Committee. The Board of Directors does not have a standing
Nominating Committee.

     AUDIT COMMITTEE. The Audit Committee consists of Mr. Hunter (Chairman), Ms.
Farrington, and Mr. Filarski. Both Mr. Hunter and Ms. Farrington are independent
as defined in the rules of the American Stock Exchange and in the charter for
the Audit Committee, which was adopted and approved by the Board of Directors of
the Company on June 12, 2000. The Audit Committee is responsible for providing
independent, objective oversight of the Company's accounting functions and
internal controls. The function of the Audit Committee is to make
recommendations concerning the engagement of independent public accountants,
review with the independent public accountants the plans and results of the
audit engagement, approve professional services provided by the independent
public accountants, review the independence of the independent public
accountants, consider the range of audit and non-audit fees, review the adequacy
of the Company's internal accounting controls and review of the Company's
financial disclosure documents, including all financial statements and reports
filed with the Securities and Exchange Commission or sent to shareholders.
During 2001, the Audit Committee held six (6) meetings. See "Report of Audit
Committee of the Board of Directors".

     COMPENSATION COMMITTEE. The Compensation Committee consists of Ms.
Farrington and Mr. Hunter. Until his resignation as a director in November 2001,
Mr. A. Clinton Allen was a member and the Chairman of the Compensation
Committee. Since Mr. Allen's resignation as a director, no one has been elected
as Chairman of the Compensation Committee. The Compensation Committee determines
the compensation of the Company's executive officers and administers the
Company's stock option plans. During 2001, the Compensation Committee held three
93) meetings.

     OTHER COMMITTEES. The Board of Directors may establish other committees as
deemed necessary or appropriate from time to time, including, but not limited
to, an Executive Committee of the Board of Directors.

Directors Compensation

     During 2001, the compensation of the members of the Board of Directors was
$10,000 per quarter, with no meeting fees. In addition, members of committees
received $500 for each committee meeting attended. Mr. Hunter, Chairman of the
Audit Committee, receives $1,000 for each Audit Committee meeting attended, and
prior to his resignation, Mr. Allen, the former Chairman of the Compensation
Committee received $1,000 per month as Chairman of the Compensation Committee.
As part of the Company's cost reduction program, effective as of January 1,
2002, all of the compensation to be paid to the directors and committee members
was reduced by twenty percent (20%).

     Members of the Board of Directors who are employees of the Company received
no compensation for serving as a director of the Company or for attending
meetings of the Board of Directors.

     In 2001, the Company paid $4,000 per month to Deborah A. Farrington, a
director of the Company, in accordance with the terms of the May, 1998
consulting agreement, pursuant to which Ms. Farrington agreed to provide
consulting services to the Company in connection with an acquisition program of
the Company. As part of the Company's cost reduction program, effective as of
August 1, 2001, such amount was reduced to $2,000 per month and then effective
as of January 1, 2002, all such monthly payments were suspended indefinitely.

Executive Officers

     The table and text below set forth the name, age, current position and term
of office of the Company's executive officers other than those executive
officers who are also directors of the Company and for whom such information is
set forth above under the caption "Election of Directors".

Name                      Age                    Position
----                      ---   ------------------------------------------------
Anthony G. Schmeck ......  49   Chief Financial Officer, Secretary and Treasurer

     ANTHONY G. SCHMECK was appointed Secretary of the Company on April 4, 2001.
Mr. Schmeck has been Chief

                                       3

<PAGE>

Financial Officer and Treasurer of the Company since April 14, 2000 having
joined the Company in September 1999 as its Principal Accounting Officer and
Director of Accounting. Previously, from March 1998 to September 1999, Mr.
Schmeck was the Chief Administrative Officer and Corporate Controller at
Landmark Financial Services, Inc. (a financial services business). Mr. Schmeck
also held senior level financial positions at Nu-Kote Holding, Inc. (a
manufacturer of ribbons and cartridges for printers, copiers and fax machines)
from 1987 to 1997 (at the time of termination of his employment with this
entity, Mr. Schmeck was Senior Vice President, Corporate Controller and
Secretary of such entity). Mr. Schmeck also held senior level financial
positions at Rockwell International (a multi industry corporation) from 1978 to
1987. He was an auditor at Price Waterhouse & Co. (an international accounting
firm now named PricewaterhouseCoopers L.L.P.) from 1974 to 1978. Mr. Schmeck is
a Certified Public Accountant.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Exchange Act requires the Company's officers and
directors and persons who beneficially own more than 10% of a registered class
of the Company's equity securities (the "10% Shareholders") to file reports of
ownership and changes of ownership with the Securities and Exchange Commission
("SEC"). Officers, directors and 10% Shareholders of the Company are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms so
filed. Based solely on a review of copies of such forms received, the Company
believes that, except as below set forth, all filing requirements under Section
16(a) applicable to its officers, directors and 10% Shareholders were timely met
in 2001. The exceptions are as follows: (a) a Form 4 has not yet been filed by
Mr. Moore in connection with any of the shares of the Company's Common Stock
purchased by Mr. Moore in 2001, or sold by No. 2 in 2001 by or at the direction
of a third party, in connection with shares of Common Stock pledged by Mr.
Moore or No. 2 to secure the note payable by No. 2 to such third party, (b) in
connection with certain purchases and sales of Common Stock in 2001 by Mr.
Hunter, Mr. Hunter was delinquent in filing a Form 4 in two instances, and was
deemed to be liable to the Company for short-swing profits of $3,875 in
connection with such transactions (the entire amount deemed to be payable by Mr.
Hunter, plus interest thereon, was paid by Mr. Hunter to the Company in
December, 2001), and (c) in February, 2001, each of the officers and directors
of the Company at that time were one day late in filing their Form 5 for 2000.
For more information concerning the Bank One Loan involving Bank One Texas and
No. 2, see "Security Ownership of Certain Beneficial Owners and Management".

ITEM 11.  EXECUTIVE COMPENSATION


     The following table summarizes certain information regarding compensation
paid or accrued during each of the Company's last three fiscal years to the
Company's Chief Executive Officer and other most highly compensated executive
officers (the "Named Executive Officers"):

                       THIS SPACE LEFT BLANK INTENTIONALLY

                                       4

<PAGE>

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                  Long-Term
                                                         Annual Compensation                 Compensation Awards
                                              ------------------------------------------    ----------------------
                                                                                            Securities Underlying
                                                                           Other Annual     All Other Options/SARs
Name and Principal Position        Years      Salary ($)    Bonus($) (1)   Comp. ($) (2)           (#) (3)          Compensation($)
---------------------------------  -----      ----------    ------------   -------------    ----------------------  ---------------
<S>                                <C>        <C>           <C>            <C>              <C>                     <C>
J. Michael Moore ................   2001        $250,000             ---         $27,000                   225,000          $  ---
  Chairman and Chief Executive      2000         230,045         $83,668          31,000                       ---             ---
  Officer                           1999         220,996             ---          38,500                       ---             ---

M. Ted Dillard (4) ..............   2001        $214,038             ---             ---                       ---          $  ---
  Former President and Secretary    2000        $207,793         $68,903         $25,000                       ---             ---
                                    1999         170,040             ---          28,087                       ---             ---

James E. Filarski(5) ............   2001        $114,615             ---         $   ---                   200,000          $  ---
  President

Anthony G. Schmeck(6) ...........   2001        $143,230             ---         $   ---                   135,000          $  ---
  Chief Financial Officer,          2000        $130,112         $67,123             ---                       ---          $  ---
  Secretary and Treasurer           1999          29,377             ---             ---                    20,000             ---
</TABLE>

--------------------
(1)  Each executive's bonus is calculated as a percentage of after-tax net
     income ("Profits"). In 2000, Mr. Schmeck was paid a one-time project
     related bonus of $25,000.

(2)  Includes perquisites and other personal benefits if value is greater than
     the lesser of $50,000 or 10% of reported salary and bonus. Includes
     deferred compensation for Mr. Moore of $27,000, $31,000 and $38,500, Mr.
     Dillard of $0, $25,000 and $28,087, respectively, in 2001, 2000 and 1999.

(3)  No options were granted in 2000. All options granted in 2001 and 1999 were
     granted pursuant to the 1998 Plan.

(4)  Effective as of March 15, 2001, Mr. Dillard resigned from all positions as
     an officer and director of the Company and its subsidiaries.

(5)  Mr. Filarski joined the Company in July 2001.

(6)  Mr. Schmeck became the Chief Financial Officer and Treasurer of the Company
     on April 14, 2000 and Secretary on April 4, 2001. Mr. Schmeck joined the
     Company in September 1999 as the Principal Accounting Officer and Director
     of Accounting.


Stock Option Grants During 2001

     The following table provides information with respect to the Named
Executive Officers concerning the grant of options to acquire Common Stock in
2001.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                                                            Potential Realizable Value
                                                                                            of Assumed Annual Rates of
                             Individual Grants                                               Stock Price Appreciation
                                                                                               for Option Term (3)
                          Number of           % of Total
                         Securities          Options/SARS
                         Underlying           Granted to        Exercise or
                        Options/SARS         Employees in        Base price    Expiration
Name                   Granted (#) (1)        Fiscal Year          ($/Sh)         Date           5%             10%
----                               ---        -----------          ------         ----           --             ---
------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                   <C>                <C>            <C>              <C>            <C>
J.  Michael Moore                225,000                33.5%       (2)            (2)          $281,430       $713,199
------------------------------------------------------------------------------------------------------------------------
James E. Filarski                200,000                29.8%       (2)            (2)          $154,708       $392,060
------------------------------------------------------------------------------------------------------------------------
Anthony G. Schmeck               135,000                20.1%       (2)            (2)          $168,858       $427,919
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  All of the options granted to Named Executive Officers in 2001 were granted
     under the 1998 Plan.

(2)  Mr. Moore was granted 100,000 and 125,000 options in April and December
     2001, respectively at an exercise price of $3.40 and $0.86, per share,
     respectively. Mr. Schmeck was granted 60,000 and 75,000 options in April
     and December

                                       5

<PAGE>

     2001, respectively at an exercise price of $3.40 and $0.86per share,
     respectively. Mr. Filarski was granted 100,000 options in both July and
     December, 2001, at an exercise price of $1.60 and $0.86 per share,
     respectively. All options granted in 2001 have a term of ten years and
     expire in the 2011.

(3)  The dollar amounts under these columns represent the potential realizable
     value of each grant of options assuming that the market price of the Common
     Stock appreciates in value from the date of grant at the 5% and 10% annual
     rates prescribed by the SEC and, therefore, are not intended to forecast
     possible future appreciation, if any, of the price of the Common Stock.

Aggregated Stock Option/SAR Exercised During 2001 and Stock Option/SAR Values as
of December 31, 2001

     The following table sets forth information with respect to the Chief
Executive Officer and the Named Executive Officers concerning the exercise of
options during 2001 and unexercised options held as of December 31, 2001:

               AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                          AND FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                           Number of
                                                           Securities
                                                           Underlying       Value of Unexercised
                                                           Unexercised         In-The-Money
                                                             Options         Options / SARs at
                                                         /SARs at Fiscal      Fiscal Year End
                                                        Year End (#) (1)        ($) (1) (2)
                                                       -------------------  --------------------
                        Shares Acquired      Value        Exercisable /        Exercisable /
Name                     on Exercise(#)    Realized $     Unexercisable        Unexercisable
-----                   ---------------    ----------  -------------------  --------------------
<S>                     <C>                <C>         <C>                  <C>
J. Michael Moore .....       ---              ---       187,000 / 177,500        $ 0 / $ 0
James F. Filarski ....       ---              ---         25,000/175,000         $ 0 / $ 0
M. Ted Dillard .......       ---              ---        87,667 / 0              $ 0 / $ 0
Anthony G. Schmeck ...       ---              ---        42,500 / 112,500        $ 0 / $ 0
</TABLE>

--------------------
(1)  The amounts under the headings entitled "Exercisable" reflect vested
     options as of December 31, 2001 and the amounts under the headings entitled
     "Unexercisable" reflect options that have not vested as of December 31,
     2001.

(2)  No options outstanding are in-the-money at December 31, 2001 based on the
     $0.86 per share closing price of the Common Stock on December 31, 2001.

Compensation Committee Interlocks and Insider Participation

     No member of the Compensation Committee was an officer or employee of the
Company or any of its subsidiaries or had any relationship requiring disclosure
pursuant to Item 404 of SEC Regulation S-K. No executive officer of the Company
served as a member of a compensation committee of another corporation (or other
board committee of such company performing similar functions or, in the absence
of any such committee, the entire board of directors of such corporation), one
of whose executive officers served on the Compensation Committee. No executive
officer of the Company served as a director of another corporation, one of whose
executive officers served on the Compensation Committee.

Report from The Compensation Committee Regarding Executive Compensation

     MEMBERSHIP. The Compensation Committee currently consists of two
individuals: Deborah A. Farrington and Samuel E. Hunter. Mr. A. Clinton Allen
was the Chairman of the Compensation Committee until his resignation in November
2001.

     RESPONSIBILITIES. The Compensation Committee is responsible for
establishing the level of compensation of the executive officers of the Company
and administering the 1996 Plan and the 1998 Plan. The compensation review and
evaluation is conducted by reviewing the overall performance of each individual
and comparing the overall performance of the Company with others in its
industry, as well as considering general economic and competitive conditions.
The financial performance of the Company on a yearly basis and as compared with
the Company's Peer Group (see "Comparative Total Returns," below) and the
industry as a whole, the Company's stock price and market share, and the
individual performance of each of the executive officers, are among the factors
reviewed. No particular weight is assigned to one factor over another.

                                       6

<PAGE>

     GENERAL COMPENSATION POLICY. The Company's fundamental policy is to offer
the Company's executive officers competitive compensation opportunities based
upon their personal performance, the financial performance of the Company and
their contribution to that performance. It is our objective to make a
substantial portion of each officer's compensation contingent upon the Company's
performance as well as upon his or her own level of performance. Accordingly,
each executive officer's compensation package is comprised of three elements:
(a) base salary, which reflects individual performance and is designed primarily
to be competitive with salary levels of similarly sized companies, (b) annual
variable performance awards payable in cash and tied to the Company's
achievement of performance goals, and (c) long-term stock based incentive awards
which strengthen the mutuality of interests between the executive officers and
the Company's shareholders. Generally, as an officer's level of responsibility
increases, a greater portion of his or her total compensation will be dependent
upon Company performance and stock price appreciation rather than base salary.

     EMPLOYMENT AGREEMENTS AND COMPENSATION. The Company is a party to
employment agreements with Messrs. Moore, Filarski and Schmeck. Each of the
existing agreements provides for an annual base salary and certain other
benefits. The Compensation Committee has in the past, and may continue in the
future, to approve salaries above the agreed-upon base salaries based upon the
factors listed above. See "Employment Contracts and Change in Control
Arrangements," below, for specific information as to the terms of each of these
employment agreements. Bonuses for the Company's executive officers are
determined by the Compensation Committee pursuant to an incentive plan below
discussed. See "--Executive Bonus Plan," below.

     During 2001, the Chief Executive Officer of the Company and the Chief
Financial Officer of the Company received the same salaries as in 2000. In
comparison to the salary levels of the chief executive officers and chief
financial officers of companies within the Company's Peer Group, the salaries of
Messrs. Moore, Filarski and Schmeck are below average. Effective January 1,
2002, the Company reduced by ten percent (10%) the salaries paid to each of its
officers as part of the Company's cost reduction program.

     EXECUTIVE BONUS PLAN. As a result of the Company's performance, no
executive bonuses were paid in 2001. Executive bonuses of $83,668 and $42,123
were paid to Messrs. Moore and Schmeck for 2000. In December 1999, the
Compensation Committee established an Executive Bonus Plan which was applicable
to the 2000 bonuses paid in 2001. At this time, any future bonus payments to its
officers will be determined by the Company's Compensation committee as the
Company no longer has in effect a specific bonus plan for its executives. With
respect to the 2000 bonuses paid in 2001, the plan included the concept of a
bonus pool which was established based upon the Company's net income (after tax
income exclusive of non-operating and non-recurring gains and losses and
exclusive of write-off of capitalized expenses). The amount of such bonus pool
four and one-half percent (4.5%) of the Company's net income for Messrs. Moore
(3%), and Schmeck (1.5%) based upon the Company's net income increasing (in
relationship to the Company's net income in the preceding year) at a rate of
less than 20%, See "Executive Compensation--Summary Compensation Table," above.

     EQUITY COMPENSATION. The executive officers are also granted stock options
from time to time under the Company's 1996 Plan and the 1998 Plan. The timing of
such grants and the size of the overall option pools and their allocations are
determined by the Compensation Committee based upon market conditions and
corporate and individual performance. Emphasis is placed on the long-term
performance of the Company and is subjective with no particular emphasis being
placed on any one factor. See "Certain Relationships and Related Transactions"
for more information related to these matters.

     In December 2001, Messrs. Moore, Filarski and Schmeck were granted stock
options to purchase 125,000, 100,000 and 75,000 shares of the Company's common
stock, at $0.86 per share, respectively. In addition, as part of his condition
of employment, in July 2001, Mr. Filarski was granted options to purchase
100,000 shares of common stock at $1.60 per share. Based upon the Company's
performance in 2000, Mr. Moore and Schmeck were granted options to purchase
100,000 and 60,000, respectively, shares of the Company's common stock at $3.40
per share.

     DILLARD'S TERMINATION MATTERS. Effective as of March 15, 2001, M. Ted
Dillard resigned as an officer and director of the Company and each of its
subsidiaries. During all of 2000, and until March 15, 2001, Mr. Dillard had been
a director of the Company, President and Secretary of the Company, and an
officer and director of the various subsidiaries of the Company. During 2000,
Mr. Dillard was paid $207,793 of base compensation and he was also paid $68,903
as bonus for the year 2000. As part of Mr. Dillard's severance arrangement with
the Company, he was paid $ 210,000 in 24 equal semi-monthly installments
beginning March 16, 2001, and a pro rata share of any bonus that would have been
payable to him based upon having been with the Company for 74 days in 2001. In
addition, (a) the time for vesting with respect to 5,556 shares of the Company's
common stock for which Mr. Dillard has stock options was accelerated from March
31, 2001 to March 15, 2001, (b) the time for exercising all of the stock options
which Mr. Dillard has been granted by the Company (options on 87,667 shares at
an option price of $5.125 per share) were extended until December 31, 2002, and
(c) various other benefits are to be provided to Mr. Dillard pursuant to the
terms of his severance agreement with the Company; a copy of such agreement was
filed as Exhibit 10.1 to the Company's Form 8-K for March 15, 2001, and such
document is hereby incorporated by reference.

     TAX CONSEQUENCES. The Omnibus Budget Reconciliation Act of 1993 added
Section 162(m) ("Section 162(m)") to the Internal Revenue Code. With certain
exceptions, Section 162(m) prevents publicly held corporations, including the
Company, from taking a tax deduction for compensation in excess of $1 million
paid to the Chief Executive Officer and the other persons named in the

                                       7

<PAGE>

Summary Compensation Table in this Proxy Statement ("Covered Persons"). For
purposes of Section 162(m), this limitation will apply to the tax year in which
the Company would otherwise take the deduction. For nonqualified stock options
the deduction is normally taken in the year the option is exercised. However,
Section 162(m) will not apply to limit the deductibility of performance-based
compensation exceeding $1 million if (i) paid solely upon attainment of one or
more performance goals, (ii) paid pursuant to a performance-based compensation
plan adopted by the Compensation Committee, and (iii) the terms of the plan are
approved by the shareholders before payment of the compensation.

     The Compensation Committee has previously reviewed the Company's
compensation plans with regard to the deduction limitation contained in Section
162(m). The Compensation Committee believes that option grants under the 1996
Plan (the "1996 Options") do not meet the requirements of Section 162(m) to be
considered performance-based compensation. Therefore, Section 162(m) could limit
the Company's deduction in any tax year in which a Covered Employee who received
1996 Options exercises some or all of such Covered Employee's 1996 Options and
such recipient's total compensation, including the value of the exercised
options, exceeds $1 million in that taxable year.

     The Compensation Committee decided not to alter the Company's compensation
plans with respect to existing 1996 Options, but does believe that options
granted and repriced to Covered Employees under the 1998 Plan will meet the
deductibility requirements of Section 162(m).

                                                  COMPENSATION COMMITTEE
                                                  Deborah A. Farrington
                                                  Samuel E. Hunter

Employment Agreements and Change in Control Arrangements

     The Company has entered into agreements with Messrs. Moore, Filarski and
Schmeck which provide for the following: (a) payment of a base compensation of
not less than $ 250,000, $240,000 and $140,000, respectively to Messrs. Moore,
Filarski and Schmeck (as of January 1, 2002, the base compensation for each of
these executives was reduced ten percent (10%) as a part of the Company's cost
reduction program), (b) Mr. Moore shall be the Chief Executive Officer of the
Company and shall report to the Board of Directors of the Company, (c) Mr.
Filarski shall be the President of the Company and report to Mr. Moore and (d)
Mr. Schmeck shall be the Treasurer and Chief Financial Officer of the Company
(since April 4, 2001, Mr. Schmeck has also been the Secretary of the Company)
and shall report to Mr. Moore, and (e) each of these individuals shall have the
right to participate in all of the benefit, bonus and incentive compensation
plans of the Company and its subsidiaries. The employment agreements for Messrs.
Moore, Filarski and Schmeck provide that during such executive's agreement, the
Company shall fund for a deferred compensation program (the "deferred
Compensation Program") for such executive in the amount of $3,000, $2,500 and
$1,200 per month, respectively. The provisions of the employment agreements
provide that such agreements shall terminate on December 31, 2003, for Messrs.
Moore and Schmeck and on July 9, 2003 for Mr. Filarski The employment agreements
provide that if the executive's employment with the Company is terminated
without cause, the Company agrees to pay such executive an amount equal to the
base compensation that would have been paid to such executive for a period of
twelve (12) months (the "Extension Period") following the date of termination of
employment. In addition, if the executive's employment is terminated without
cause, the executive shall be entitled to receive a pro rata share of any bonus
or incentive compensation that such executive would otherwise have been entitled
to receive had he remained employed for the entirety of the calendar year
involved and shall have 12 months following such termination within which to
exercise his options.

     The employment agreements also provide, among other things, that upon a
Special Change in Control (as defined below), and if the executive's employment
with the Company is terminated for any reason other than Voluntary Termination
(as defined in the respective employment agreements) or terminated for cause
during the twenty-four (24) month period beginning on the effective date of such
change in control (a) the payments to the executive under the employment
agreement for the Extension Period shall be at such times and in such amounts as
would have been paid to the executive during the Extension Period had the
executive's employment not been terminated, and (b) the Company's obligation to
fund the Deferred Compensation Program shall extend until the expiration of the
Extension Period.

     With respect to the change of control provisions related to stock options,
each of the 1996 Plan and the 1998 Plan contain certain change of control
provisions. In addition, if with respect to either Messrs. Moore, Filarski or
Mr. Schmeck, a Special Change of Control occurs and such employment with the
Company terminates for any reason other than Voluntary Resignation or
Termination for Cause (as defined the respective Stock Option Agreement for both
executives), such executive's stock option will become fully vested,
notwithstanding any other vesting provisions.

     For this purpose, the term "Special Change of Control" means (a) any person
or entity, including a "group" as defined in Section 13(d)(3) of the Exchange
Act, other than the Company, a majority-owned subsidiary thereof, or Mr. Moore
and any affiliate of Mr. Moore, becomes the beneficial owner (as defined
pursuant to Section 13(d) under the Exchange Act) of the Company's securities

                                       8

<PAGE>

having 25% or more of the combined voting power of the then outstanding
securities of the Company that may be cast for the election of directors of the
Company; or (b) if, as the result of, or in connection with, any cash tender or
exchange offer, merger or other business combination, sales of assets or
contested election, or any combination of the foregoing transactions, less than
a majority of the combined voting power of the then outstanding securities of
the Company or any successor corporation or entity entitled to vote generally in
the election of the directors of the Company or such other corporation or entity
after such transaction are beneficially owned (as defined pursuant to Section
13(d) of the Exchange Act) in the aggregate by the holders of the Company's
securities entitled to vote generally in the election of directors of the
Company immediately prior to such transaction; or (c) if, during any period of
two consecutive years, individuals who at the beginning of any such period
constitute the Board of Directors of the Company cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Company's shareholders, of each director of the Company
first elected during such period was approved by a vote of at least two-thirds
of the directors of the Company then still in office who were directors of the
Company at the beginning of any such period.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


     The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of April 26, 2002 by (a) each person known by
the Company to own beneficially five percent or more of the outstanding Common
Stock; (b) each of the Company's directors; (c) each of the executive officers
named in the Summary Compensation Table below; and (d) all directors and
executive officers of the Company as a group. The address of each person listed
below is 10670 N. Central Expressway, Suite 600, Dallas, Texas 75231, unless
otherwise indicated.

<TABLE>
<CAPTION>
                                                                                                       Shares Beneficially
                                                                                                            Owned(1)(2)
                                                                                                -------------------------------
Name and Address of Beneficial Owner                                                                Number             Percent
------------------------------------                                                            --------------        ---------
<S>                                                                                             <C>                   <C>
DCRI L.P. No. 2, Inc .......................................................................       446,000 (3)           15.9%
J. Michael Moore ...........................................................................       788,350 (3)(4)        25.9%
Samuel E. Hunter ...........................................................................        88,750 (5)            3.1%
Deborah A. Farrington ......................................................................        63,750 (6)            2.2%
James E. Filarski ..........................................................................        76,000 (7)            2.6%
Anthony G. Schmeck .........................................................................        86,250 (8)            3.0%
FMR Corp ...................................................................................       247,700 (9)            8.8%
M. Ted Dillard .............................................................................       228,667(10)            7.9%
All directors and executive officers as a group  (5 persons)(4), (5), (6), (7), (8), .......     1,103,239               33.2%
</TABLE>

--------------------
 * Represents less than 1% of outstanding Common Stock.

(1)  Beneficial ownership as reported in the above table has been determined in
     accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"). The persons and entities named in the table
     have sole voting and investment power with respect to all shares shown as
     beneficially owned by them, except as noted below and subject to applicable
     community property laws.

(2)  Except for the percentages of certain parties that are based on presently
     exercisable options that are indicated in the following footnotes to the
     table, the percentages indicated are based on 2,811,865 shares of Common
     Stock issued and outstanding on the Record Date. In the case of parties
     holding options, the percentage ownership is calculated on the assumption
     that the shares underlying such options which are vested or will be vested
     in the next 60 days are outstanding. At this time, all of the stock options
     held by the officers or directors of the Company have an exercise price
     which is in excess of the market value of the Company's common stock at
     April 26, 2002.

(3)  These shares (the "Current Shares") were acquired by DCRI L.P. No. 2, Inc.
     ("No. 2") in 1993 as the result of a series of transactions which involved
     Ditto Properties Co. ("DPC"); the Current Shares were part of 899,200
     shares of Common Stock (the "No. 2 Shares") which were purchased in 1991 by
     USFG/DHRG LP No. 1, a partnership (the "Partnership"). The partners of the
     Partnership then included DPC and a corporation owned and controlled by J.
     Michael Moore ("Moore"). In 1996, DPC filed a lawsuit (the "Ditto
     Litigation") against No. 2 and others (the Company is now named as a
     defendant in the Lawsuit) in which DPC is claiming, among other things,
     that the 1993 sale of the No. 2 Shares to No. 2 should be rescinded.
     However, in 1997 the trial court in the Ditto Litigation granted No. 2's
     motion for summary judgment dismissing DPC's rescission claim. DPC has also

                                       9

<PAGE>

     filed a Schedule 13D claiming that it is the beneficial owner of the No. 2
     Shares based on a successful outcome of DPC's rescission claim. Subsequent
     to 1993, certain of the No. 2 Shares have been sold or otherwise
     hypothecated.

     No. 2 holds sole voting and investment power with respect to the Current
     Shares, subject to the claims of DPC as to ownership of the Current Shares,
     and subject to the rights retained by (a) Imperial Bank in connection with
     a loan (the "Imperial Loan") to No. 2, the principal balance of which is
     $550,000, and (b) Compass Bank in connection with two loans (collectively
     the "Compass Loan") to No. 2, the principal balance of which is
     approximately $300,000. No. 2 and Mr. Moore have granted a security
     interest to (i) Imperial Bank to secure the Imperial Loan in 275,500 shares
     of Common Stock, (ii) to Compass Bank to secure the Compass Loan in 168,500
     shares of Common Stock, and (iii) to the Company, to secure the Company in
     connection with the Prior Advances (as below defined) and the Compass Bank
     transaction, in 25,000 shares of Common Stock (see "Certain Relationships
     and Related Transactions" for more information related the Company's
     security interest in these shares, to the Compass Bank Loan, and to the
     Company's agreement to purchase the Compass Loan in the event No. 2 and Mr.
     Moore default in their obligations to repay the Compass Loan).

     When and if the Current Shares cease to be encumbered by security liens in
     favor of third parties, No. 2 and Mr. Moore have agreed to grant to the
     Company a lien in and to the Current Shares, to secure the Company in
     connection with the amounts owed to the Company by Mr. Moore and No. 2 (the
     "Prior Advances"). In addition to the liens in favor of Imperial Band and
     Compass Bank, as mentioned above, No. 2 has granted a second lien security
     interest to an individual, to secure such individual in connection with an
     approximately $48,500 owed to such individual, in 55,000 shares of Common
     Stock pledged to Imperial Bank. See "Certain Relationships and Related
     Transactions" for more information related to the Prior Advances.

     No.2 has granted an option (the "Hunter Option") to Samuel E. Hunter, a
     director of the Company, to purchase an aggregate of 20,000 shares of
     Common Stock at $5.00 per share which option expires on July 31, 2002. The
     address of No. 2 is 10670 North Central Expressway, Suite 600, Dallas,
     Texas 75231.

(4)  Includes the 446,000 shares of Common Stock which are beneficially owned by
     No. 2 (as Mr. Moore owns substantially all of the capital stock of No. 2),
     82,500 shares of Common Stock owned by another affiliate of Mr. Moore and
     233,750 shares of Common Stock issuable upon the exercise of options.

(5)  Includes 66,250 shares of Common Stock issuable upon the exercise of
     options. This number excludes 20,000 shares of Common Stock issuable upon
     exercise of the Hunter Option. The address of Mr. Hunter is 501 East 87th
     Street, 17E, New York, New York 10128.

(6)  Consists of 63,750 shares of Common Stock issuable upon the exercise of
     options. The address of Ms. Farrington is 929 Park Avenue, New York, New
     York 10028.

(7)  Includes 75,000 shares of Common Stock issuable upon the exercise of
     options.

(8)  Includes 76,250 shares of Common Stock issuable upon the exercise of
     options.

(9)  The address of FMR Corp. is 82 Devonshire St., Boston, MA 02109.

(10) Includes 87,667 shares of Common Stock issuable upon the exercise of
     options. Mr. Dillard owns or claims to own 10% of the capital stock of
     No. 2. None of the shares of Common Stock owned by No. 2 are included in
     the shares of Common Stock owned by Mr. Dillard. The address of Mr. Dillard
     is 2016 St. Andrews, Richardson, TX 75082.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On April 21, 2001, the Company entered into a series of documents with Mr.
Moore and DCRI L.P. No. 2, Inc. ("No.2") , pursuant to which the Company
received promissory notes payable by Mr. Moore and by No. 2 and is to be paid
approximately $391,000 in connection with various advances made by the Company,
prior to 2001, on behalf of Mr. Moore or various entities that he controls.
Pursuant to these transactions, and those previously entered by the same
parties, since April 1, 2001, the amounts advanced by the Company have been
repayable at the rate of $50,000 per year, and have been accruing interest, at
prime plus 0.125%. The majority of the amounts advanced by the Company related
to litigation associated with a lawsuit with Ditto Properties Company (the
"Ditto Litigation"). The balance outstanding at December 31, 2001 of $444,000
was collateralized by a first lien on 25,000 shares of the Common Stock held by
Mr. Moore, and on additional shares of another corporation in which Mr. Moore
owns stock. The aforesaid 25,000 shares of the Common Stock were initially
pledged to our Company as collateral for a note purchase agreement with Compass
Bank (see discussion below).

     In addition, in March 2001, the Company and Mr. Moore have agreed to, among
other things, that (a) the Company would fund up to $250,000 of legal fees and
expenses which are expected to be incurred by Mr. Moore in connection with the
Ditto Litigation (all of such funding is expected to recorded as an expense of
the Company and not as an advance to Mr. Moore), and (b) except as

                                       10

<PAGE>

previously set forth, no additional uncollateralized advances will be made to
Mr. Moore. See "Security Ownership of Certain Beneficial Owners and Management"
for more information related to the Ditto Litigation and to the shares of Common
Stock pledged to various third parties and to the Company.

     On January 12, 1999, the Company entered into (a) a note purchase agreement
(the "Agreement") with Compass Bank (the "Bank"), and No. 2, which is
principally owned by Mr. Moore, pursuant to which the Company agreed to purchase
from the Bank, in the event of a default by No. 2 and Mr. Moore (as guarantor),
the following: (i) two promissory notes (collectively the "Notes") executed by
No. 2 payable to the Bank in the stated amount of $500,000 and (ii) all
instruments securing repayment of the Notes, including without limitation, a
pledge agreement related to 168,000 shares of Common Stock which are owned by
No. 2 as collateral for the Notes, and (b) a bank transaction agreement (the
"Related Agreement") with No. 2 and Mr. Moore, which obligated No. 2 and/ or Mr.
Moore to (i) pledge to the Company an additional 50,000 shares (subsequently
reduced to 25,000 shares) of Common Stock as collateral for the Company under
the terms of both the Agreement and the Related Agreement, (ii) pay the Company
for entering into the Agreement by conveying to the Company 5,000 shares of
Common Stock which were owned by No. 2, and (iii) waive the right of Mr. Moore
to exercise options to purchase, at $2.50 per share, 5,000 shares of Common
Stock pursuant to options previously granted to Mr. Moore by the Company. The
proceeds from the loans evidenced by the Notes have been partially advanced by
the Bank and have been used in part to fund Mr. Moore's purchase, at $2.50 per
share (for an aggregate amount of $181,250), of 72,500 shares of Common Stock
pursuant to exercising stock options previously granted to him by the Company.
The aforementioned transactions were approved by both the Board of Directors and
the Audit Committee of the Board of Directors of the Company.

     Pursuant Technologies, Inc. ("Pursuant"), formerly named More-O
Corporation, of which Mr. Moore and Samuel E. Hunter, a director of the Company,
are minority shareholders, paid the Company $20,000 for the sublease of office
space in 2000. In 2001, the Company paid Pursuant $92,000 for web site
development and Pursuant front office software user license fees and user
training.

     On July 17, 1998, Mr. Dillard, the Company's President until March 14,
2001, exercised options to purchase 84,000 shares of the Company's Common Stock
for an aggregate purchase price of $257,250. The purchase price was paid with
7,500 shares (acquired in 1997) of the Common Stock valued at $89,500 (based
upon the closing price of the Common Stock on July 16, 1998), and the remainder
was paid in cash. In connection with this transaction the Company loaned Mr.
Dillard approximately $149,000, which was subsequently reduced to approximately
$90,000 (the "Tax Loan"), to cover his income tax liability associated with the
transaction. The Tax Loan bears interest at the applicable federal rate, the
interest is payable quarterly, is secured by 20,000 shares of the Common Stock
and is due July 17, 2003. In addition, on October 12, 1998, the Board of
Directors approved a loan to Mr. Dillard of approximately $125,000 (the "Company
Loan"). The Company Loan bears interest at 8%, which interest is payable
quarterly, is secured by 43,400 shares of the Common Stock and is due July 17,
2003.

     With respect to Ms. Farrington, see "Board of Directors and Committees -
Director Compensation," above.


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Form 10-K/A to be signed on its
behalf by the undersigned thereunto duly authorized.

                      DIVERSIFIED CORPORATE RESOURCES, INC.

Date: April 30, 2002               By:  /s/J. Michael Moore
                                       -------------------------------
                                       J. Michael Moore, Chief Executive Officer

Date: April 30, 2002               By:  /s/Anthony G. Schmeck
                                       -------------------------------
                                       Anthony G. Schmeck, Secretary, Treasurer
                                            And Principal Financial Officer

                                       11

</TEXT>
</DOCUMENT>
</SUBMISSION>
