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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULE 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                               (Amendment No. 2)*

                        Alternative Resources Corporation
                                (Name of Issuer)

                          Common Stock, $0.01 par value
                         (Title of Class of Securities)

                                     02145R
                                 (CUSIP Number)

                              Robert S. Luce, Esq.,
                          399 N. Quentin Road, Suite A
                            Palatine, Illinois 60067
                                 (847) 776-9729

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 April 26, 2004
                                ----------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d- 1(e), 13d-1(f) or 13d-1(g), check the following
box [_].

*The remainder of this cover page shall be filled out for a Reporting Person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

                                       -1-

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The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended ("Act"), or otherwise subject to the liabilities of that
section of the Act, but shall be subject to all other provisions of the Act
(however, see the Notes).

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CUSIP No. 02145R
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1.   NAME OF REPORTING PERSON
     IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

     Alfred Shapiro

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2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     (a) [x]
     (b) [_]

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3.   SEC USE ONLY

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4.   SOURCE OF FUNDS: PF

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5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
     ITEMS 2(d) OR 2(e): [_]

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6.   CITIZENSHIP OR PLACE OF ORGANIZATION:

     U.S.
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NUMBER OF         7.       SOLE VOTING POWER:
SHARES                     761,000

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BENEFICIALLY      8.       SHARED VOTING POWER:
OWNED BY                   505,570

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EACH              9.       SOLE DISPOSITIVE POWER:
REPORTING                  761,000

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PERSON            10.      SHARED DISPOSITIVE POWER:
WITH                       505,570

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11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
     1,266,570

                                       -2-

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12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES: [_]

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13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
     .07399%

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14.  TYPE OF REPORTING PERSON: IN

Based on 7,000 shares held by Matthew Shapiro ("Matthew"), the son of the
Reporting Person; 1,000 shares held by Abra Shapiro ("Abra"), the spouse of the
Reporting Person; 482,570 shares held by Active Glass, Inc, a privately held
company controlled by the Reporting Person ("Active"); 15,000 shares held by the
Alfred Shapiro IRA.FCC, as Custodian (the "IRA"); and 761,000 shares held by
Alfred Shapiro.

Based on 17,117,304 shares of common stock outstanding as of March 19, 2004, as
disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on
March 30, 2004.

The Reporting Person has shared voting and dispositive power with respect to the
shares held by Matthew, Abra, Active and the IRA.

Item 1. Security and Issuer

This Amendment No.2 to Schedule 13D relates to the shares of common stock, $0.01
par value (the "Shares") of Alternative Resources Corporation, a Delaware
corporation ("Issuer").

Item 2. Identity and Background

Pursuant to Rule 13d-1 (k)(1) of Regulation 13D-G under the Securities Exchange
Act of 1934, as amended (the "Act"), the undersigned (the "Reporting Person")
hereby files this on behalf of Matthew, Abra, Active and the IRA.

The Reporting Person may be deemed to constitute a group within the meaning of
Section 13(d) (3) of the Act. The Reporting Person does not deny beneficial
ownership of the Shares that may be deemed to constitute a "group". The
Reporting Person is filing this Schedule on behalf of all persons described
herein.

                                       -3-

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Item 3. Source and Amount of Funds or Other Consideration

The source and amount of funds or other consideration used by the Reporting
Person to purchase the Shares consists of personal funds.

Item 4. Purpose of Transaction

The Reporting Person acquired the Shares reported herein for investment
purposes.

Depending on market conditions and other factors that the Reporting Person may
deem material to his investment decision, the Reporting Person may purchase
additional Shares in the open market or in private transactions or may dispose
of all or a portion of the Shares that such Reporting Person now owns or
hereafter may acquire, subject to transfer restrictions imposed by law; if any.

Except as set forth in this Item 4, the Reporting Person has no present plans or
proposals that relate to or that would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D of the Act.

Item 5. Interest in Securities of the Issuer

Each of the calculations in this Item 5 is based on 17,117,307 shares of common
stock outstanding as of March 19, 2004 as set forth in the Issuer's Annual
Report on Form 10-K for the calendar year ended December 31, 2003 as filed with
the U.S. Securities and Exchange Commission on March 30, 2004.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer

Except as set forth herein or in the Exhibits filed herewith and incorporated
herein by reference, the Reporting Person does not have any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of the Shares of the Issuer, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, or a
pledge or power over the Shares of the Issuer.

                                       -4-

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Item 7. Materials to be Filed as Exhibits: none

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: April 26, 2004


                                                By /s/ Alfred Shapiro
                                                   ------------------------
                                                Name: Alfred Shapiro


                                                By: /s/ Robert S. Luce
                                                    -----------------------
                                                Attorney-in-Fact

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