8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT
     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported)   October 15, 1998


                        ALTERNATIVE RESOURCES CORPORATION
             (Exact name of registrant as specified in its charter)


Delaware                           0-23940                 38-2791069
(State or other           (Commission File Number)       (IRS Employer
jurisdiction of                                       Identification No.)
incorporation)


100 Tri-State International, Suite 300, Lincolnshire, IL          60069   
(Address of principal executive offices)                     (Zip code)


(Registrant's telephone number, including area code)     (847) 317-1000

Item 5.  Other Events.

     On October 15, 1998, the Board of Directors of Alternative Resources
Corporation adopted a Stockholder Rights Agreement.  Pursuant to General
Instruction F to this Form, the press release of the company dated October 20,
1998 is hereby incorporated by reference and attached as an exhibit to this
Form.

Item 7.  Financial Statements and Exhibits.

(c) Exhibits.

     99.1  Press Release of Alternative Resources Corporation dated October 20,
           1998.


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,the
registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


                              ALTERNATIVE RESOURCES CORPORATION



Date:  October 21, 1998	      /s/ Steven Purcell
                              --------------------------
                              Steven Purcell
                              Chief Financial Officer


                                  EXHIBIT INDEX

EXHIBIT   DESCRIPTION                                       PAGE NO.
NUMBER 

   99.1        Press Release dated October 20, 1998              1

EX-99.1

                              COMPANY PRESS RELEASE

Alternative Resources Corporation Declares Dividend Distribution of Preferred
Stock Purchase Rights

LINCOLNSHIRE, Ill., Oct. 20 /PRNewswire/ - Alternative Resources Corporation
(Nasdaq: ALRC - news) today announced that its Board of Directors has declared a
dividend distribution of one Preferred Stock Purchase Right for each outstanding
share of Alternative Resources common stock. The Rights are designed to protect
the long-term investment value of Alternative Resources stock and ensure that
all Alternative Resources stockholders receive fair and equal treatment in the
context of a takeover. The Rights are also intended to guard against partial
tender offers and other abusive tactics to gain control of Alternative Resources
without paying all stockholders a fair price for their shares. 

Each Right will entitle stockholders to buy one one-hundredth of a share of
preferred stock at an exercise price of $45.00. The Rights will be exercisable
only if a person or group not approved by the Board of Directors acquires 15
percent or more of Alternative Resources' common stock or announces a tender
offer the consummation of which would result in ownership by a person or group
of 40 percent or more of the common stock. Alternative Resources will be
entitled to redeem the Rights for $.01 per Right at any time prior to the
earlier of the expiration of the Rights, and 10 days after the Rights become
exercisable (subject to an extension for up to 10 additional days). 

If Alternative Resources is the surviving corporation in a merger with a holder
of 15 percent or more of its common stock in which the common stock is not
changed or exchanged, if a 15 percent stockholder engages in self-dealing
transaction with Alternative Resources, if a person acquires 40 percent or more
of Alternative Resources' common stock, or if a person commences a tender offer
that would allow the person to acquire 40 percent or more of the company's
outstanding common stock, then each Right, except for Rights held by the
acquiring stockholder which become null and void, will entitle its owner to
purchase, at the then-current exercise price, Alternative Resources common stock
having a market value at that time of twice the Right's exercise price. 

If Alternative Resources is acquired in a merger or other business combination
transaction, each Right, except Rights held by the acquiring company which
become null and void, will entitle its holder to purchase, at the Right's then-
current exercise price, a number of the acquiring company's shares having a
market value at that time of twice the Right's exercise price. 

The Board of Directors of Alternative Resources also has the option, after a
person acquires 15 percent or more of the company's outstanding common stock, to
exchange all the Rights, except those belonging to the acquiring person which
become null and void, for one share of Alternative Resources common stock per
Right. 

``The Rights are intended to enable all of the company's stockholders to realize
the long-term value of their investment in the company. The Rights do not
prevent a proxy contest for control of the company or a takeover, but should
encourage anyone seeking to acquire the company to negotiate with the Board
prior to attempting a takeover,'' said Raymond R. Hipp, chairman of the board,
president and chief executive officer of the company. 

The record date for the Rights dividend will be October 28, 1998. Shares issued
in certain transactions after October 28, 1998 will be issued with a related
Right. The Rights will expire on October 14, 2008. The distribution of the
Rights is not taxable to stockholders. 

Details of the Rights distribution are contained in a letter that will be mailed
to all Alternative Resources stockholders. 

About ARC 

Headquartered in Lincolnshire, Ill., Alternative Resources Corporation is a
leading provider of information technology services, including component
outsourcing, technology deployments and IT project staffing. The company serves
Fortune 1000 and mid-sized clients from 54 offices in the U.S. and Canada. 

Except for historical information, all of the statements, expectations and
assumptions contained in the foregoing are forward-looking statements that
involve a number of risks and uncertainties including, but not limited to, the
company's ability to attract and retain qualified technology professionals, to
initiate and develop client relationships and to identify and respond to trends
in information technology. Although the company has used its best efforts to be
accurate in making those forward-looking statements, it is possible that the
assumptions made by management may not materialize. In addition, the information
set forth in the company's Form 10-K for the fiscal year ended December 31,
1997, describes certain additional risks and uncertainties that could cause
actual results to vary materially from the future results covered in such
forward-looking statements.