SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GIUSTO STEPHEN (Last) (First) (Middle) (Street) (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RESOURCES CONNECTION INC [ RECN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 07/18/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/18/2003		S		9,100	D	24.98	246,553	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	By: Andrea Veal as Attorney in fact	07/21/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY SECTION 16 REPORTS
I hereby make, constitute and appoint each of Kate Duchene and Andrea Veal
and each person who at the time of acting pursuant to this Power of Attorney
is an authorized representative of Resources Connection, Inc. (the "Company"),
each acting singly, my true and lawful attorney-in-fact to:
(1)	prepare, sign, acknowledge, deliver and file for me and on my behalf,
Forms 3, 4 and 5 and any amendments thereof in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "1934 Act") and the
rules of the Securities and Exchange Commission ("SEC"), with respect to
securities or contracts of (or with respect to) the Company, and Form ID
or other information to secure an access and any other code and/or CIK
number to permit my filing via EDGAR;
(2)	do and perform any and all acts for me and on my behalf which may
be necessary or desirable to complete any such Form 3, 4 or 5 and file in
any authorized manner such form and this power of attorney with the SEC and
any stock exchange or similar authority;
(3)	seek or obtain, as my representative and on my behalf, information
concerning transactions in or with respect to the Company's securities from
any third party, including brokers, employee benefit plan administrators and
trustees, knowing that I hereby authorize any such person to release any
such information to the attorney-in fact and approve any such release of
information; and
(4)	take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be
of benefit to me, in my best interest, or legally required of me, it being
understood that the documents executed by such attorney-in-fact on my behalf
pursuant to this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
I hereby grant to each such attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as I might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers
herein granted.  This Power of Attorney authorizes, but does not require,
each such attorney-in-fact to act in his or her discretion on information
provided to such attorney-in-fact without independent verification of such
information.  I further acknowledge that the foregoing attorneys-in-fact,
in serving in such capacity at my request, are not assuming, nor is the
Company assuming, any of my responsibilities to comply with Section 16 of
the 1934 Act or any liability I may have with respect to transactions
reported or reportable thereunder.
This Power of Attorney shall remain in full force and effect until I am
no longer required to file Section 16 reports with respect to my holdings
of and transactions in or involving securities issued by the Company, or
earlier if I revoke it in a signed writing delivered to each of the
foregoing attorneys-in-fact.

7/17/03	/s
Date		Signature
		Name
		Stephen J. Giusto