Diversified Corporate Resources Announces Unpaid Tax Liabilities

Diversified Corporate Resources Announces Unpaid Tax Liabilities



DALLAS, June 8  /PRNewswire-FirstCall/ -- On June 5, 2004, Diversified
Corporate Resources, Inc. (AMEX:HIR) (the "Company") retained a specialized tax
consultant to initiate discussions with the Internal Revenue Service regarding
the payment of $2.5 million in unpaid Section 941 taxes owed by the Company for
periods during the first and second quarters of 2004.  Based on these
discussions, the Company believes that it will receive a time period of at
least 120 days to either pay this liability in full or enter into a
satisfactory payment plan, if necessary.  Currently, the Company has $.6
million in a restricted cash account reserved for payment against this balance
reducing the amount of required funds to approximately $1.9 million.

  Management is currently taking the following actions:
        1.  Reviewing all operations and strategic options available to
            preserve shareholder value, and
        2.  Developing a plan to raise additional capital for the Company.



Nonpayment of taxes may be considered by the Company's lenders under its two
major lines of credit as an act of default.  The Company is in the early stages
of discussing the matter with these lenders.

This event may result in further delays in the release of the Company's 2003
financial statements, its Proxy Statement for the 2004 Annual Meeting and the
filing with the Securities and Exchange Commission of its 2003 Annual Report on
Form 10-K, its amended and restated Forms 10-Q for the first three quarters of
2003, and the Quarterly Report on Form 10-Q for the first quarter of 2004.

As long as the SEC reports are not filed, the Company will remain not in
compliance with the continued listing standards for its common stock on the
American Stock Exchange (the "Exchange").  Due to such non-compliance, trading
in its stock has in fact been halted since Friday, June 4, 2004.  The Company
is currently preparing a plan, which would amend a plan previously submitted to
the Exchange on May 24, 2004, whereby it would file the required SEC reports
and otherwise regain full compliance on or before July 15, 2004, while, in the
meantime, the halt in trading would continue.  The Exchange may or may not
accept the amended plan.  If such plan is not accepted, the Exchange may
initiate delisting proceedings.  These proceedings, including the periods set
aside for appeals, are likely to take at least sixty days.  The Company
believes that the proceedings would terminate and its stock would resume
trading if the Company filed the SEC reports and otherwise regained full
compliance with the listing standards at any time during the pendency of such
proceedings.

At this time, the Company estimates a net loss for the first quarter of 2004 of
approximately $2.4 million compared to a $1.8 million loss for the
corresponding period in 2003, and net revenues of $11.2 million in the first
quarter of 2004 compared to $12.1 million for the corresponding period in 2003.

The Company further estimates an approximate $.4 million increase in
professional fees in the first quarter of 2004 compared to 2003 in main part
due to increased audit and audit-related fees.

The Company will make further announcements as additional information becomes
available.

Diversified Corporate Resources, Inc. is a national employment services and
consulting firm, servicing Fortune 500 and larger regional companies with
permanent recruiting and staff augmentation in the fields of Engineering,
Information Technology, Healthcare, BioPharm and Finance and Accounting.  The
Company currently operates a nationwide network of nine regional offices.

Statements in this Press Release that are not historical facts, including, but
not limited to, projections or expectations of future financial or economic
performance of the Company, and statements of our plans and objectives for
future operations are "forward-looking" statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended and involve a number of risks and
uncertainties.  No assurance can be given that actual results or events will
not differ materially from those projected, estimated, assumed or anticipated
in any such "forward-looking" statements.  Important factors (the "Cautionary
Disclosures") that could result in such differences include: general economic
conditions in our markets, including inflation, recession, interest rates and
other economic factors; the availability of qualified personnel; our ability to
successfully integrate acquisitions or joint ventures with our operations
(including the ability to successfully integrate businesses that may be diverse
as to their type, geographic area or customer base); the level of competition
experienced by us; our ability to implement our business strategies and to
manage our growth; the level of development revenues and expenses; the level of
litigation expenses, and other factors that affect businesses generally. 
Subsequent written and oral "forward- looking" statements attributable to us,
or persons acting on our behalf, are expressly qualified by the Cautionary
Disclosures. 

DATASOURCE: Diversified Corporate Resources, Inc.



CONTACT:  Liz Brearley of Diversified Corporate Resources, Inc.,

[phone]



Web site:  http://www.dcri.net/ 

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