content: FORM 10-Q
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
  
       For the quarterly period ended     September 30, 1995
  
                                         OR
  
  (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND
       EXCHANGE ACT OF 1934
  
       For the transition period from ________________ to ________________
  
                           Commission File Number 0-15539
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
               (Exact name of registrant as specified in its charter)
  
  
               Pennsylvania                                23-2153729
       (State of other jurisdiction of                   (IRS Employer
        incorporation of organization)                 Identification No.)
  
  
         1818 Market Street, Philadelphia, Pennsylvania            19103
           (Address of principal executive offices)             (Zip Code)
  
       Registrant's telephone number, including area code: (215) 988-1588
  
       Indicate by check mark whether the registrant: (1) has filed all reports
       required to be filed 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 __X__                        No ____
  
       Indicate the number of shares outstanding of each of the issuer's classes
       of common stock as of October 31, 1995 (See Note D):
  
          Common Stock, $0.01 par value                   4,041,992
                     Class                             Number of Shares
  
  
  <PAGE>
  
  
                         Right Management Consultants, Inc.
                            Consolidated Balance Sheets
  
  <TABLE>
  <CAPTION>
                                                                                         September 30,     December 31,
                                                                                            1995              1994
                                                                                         (Unaudited)
  
                 Assets
  <S>                                                                               <C>                 <C>
  Current Assets:
    Cash and cash equivalents                                                            $  7,870,758      $  9,155,835
    Accounts receivable, trade, net of allowance for
      doubtful accounts of $1,099,000 and $651,000 in
      1995 and 1994, respectively                                                          18,433,438        14,282,604
    Royalties and fees receivable from Affiliates                                           3,116,972         3,118,796
    Current portion of note receivable                                                        233,333           285,635
    Prepaid expenses                                                                        1,232,049           978,727
    Current deferred income taxes                                                             780,000           621,000
                                                                                         ------------      ------------
         Total current assets                                                              31,666,550        28,442,597
  
  Property and equipment, less accumulated depreciation of
    $9,033,022 in 1995 and $6,977,188 in 1994                                               7,295,933         6,693,861
  
  Other Assets:
    Intangible assets, less accumulated amortization of $6,196,995
      in 1995 and $4,790,230 in 1994                                                       17,513,316        11,888,139
    Non-current deferred income taxes                                                         772,282           394,000
    Non-current portion of note receivable                                                    214,035           435,067
    Other                                                                                   1,351,667         1,115,247
                                                                                         ------------      ------------
                                                                                           19,851,300        13,832,453
                                                                                         ------------      ------------
         Total Assets                                                                    $ 58,813,782      $ 48,968,911
                                                                                         ============      ============
  
  
  
     Liabilities and Stockholders' Equity
  
  
  Current Liabilities:
    Current portion of long-term debt and other obligations                              $  5,118,845      $  2,086,357
    Accounts payable                                                                        3,965,804         3,354,159
    Commissions payable                                                                     2,982,327         2,327,706
    Accrued incentive compensation and benefits                                             1,832,002         5,521,178
    Accrued redundant costs                                                                   717,063           976,779
    Other accrued expenses                                                                  2,439,944         1,962,282
    Deferred income                                                                         4,334,072         2,331,230
                                                                                         ------------      ------------
         Total current liabilities                                                         21,390,057        18,559,691
  
  Long-term debt and other obligations                                                      5,360,816         4,707,075
  
  Deferred compensation                                                                     1,672,902         1,296,775
  
  Commitments and Contingent Liabilities
  
  Stockholders' Equity:
    Preferred stock, no par value; 1,000,000 shares authorized; no
      shares issued or outstanding
    Common stock, $.01 par value; 20,000,000 shares authorized;
      4,411,520 shares issued and 4,032,092 shares outstanding in 1995 
      (See Note D); 2,891,971 shares issued and 2,639,019 shares 
      outstanding in 1994;                                                                     44,115            28,920
    Additional paid-in capital                                                              6,862,766         6,544,547
    Retained earnings                                                                      24,338,596        18,829,744
    Cumulative translation adjustment                                                        (338,343)         (480,714)
                                                                                         ------------      ------------
                                                                                           30,907,134        24,922,497
    Less treasury stock, at cost, 379,428 shares                                             (517,127)         (517,127)
                                                                                         ------------      ------------
                                                                                           30,390,007        24,405,370
                                                                                         ------------      ------------
         Total Liabilities and Stockholders' Equity                                      $ 58,813,782      $ 48,968,911
                                                                                         ============      ============
  </TABLE>
  
  
  
                The accompanying notes are an integral part of these
                         consolidated financial statements.
  
                                         2
  
  <PAGE>
  
                         Right Management Consultants, Inc.
                         Consolidated Statements of Income
  
  <TABLE>
  <CAPTION>
                                                          Three months ended
                                                             September 30,
                                                        1995              1994
                                                    (Unaudited)        (Unaudited)
  <S>                                              <C>               <C>
  Revenue:
  
  Company Office revenue                            $ 26,596,636      $ 22,067,289
  Affiliate royalties                                  1,029,625         1,142,599
                                                    ------------      ------------
  
  Total revenue                                       27,626,261        23,209,888
  
  Costs and expenses:
  
  Consultants' compensation                            9,694,930         7,816,027
  Company Office sales and consulting support          1,511,850         1,228,957
  Company Office administration                        9,482,336         8,419,890
  General sales, consulting and administration         3,659,055         3,293,054
                                                    ------------      ------------
  
                                                      24,348,171        20,757,928
                                                    ------------      ------------
  
  Income from operations                               3,278,090         2,451,960
  
  Other income (expense):
  
  Interest income                                         72,099            86,918
  Interest expense                                      (234,016)          (96,027)
                                                    ------------      ------------
  
                                                        (161,917)           (9,109)
                                                    ------------      ------------
  
  Income before income taxes                           3,116,173         2,442,851
  
  
  Provision for income taxes                           1,207,000         1,017,000
                                                    ------------      ------------
  
  Net income                                        $  1,909,173      $  1,425,851
                                                    ============      ============
  
  Earnings per share (See Note D):
  
  Net income                                        $       0.45      $       0.35
                                                    ============      ============
  
  
  Weighted average number of shares outstanding        4,236,054         4,106,445
                                                    ============      ============
  </TABLE>
  
  
                The accompanying notes are an integral part of these
                         consolidated financial statements.
  
                                         3
  
  <PAGE>
  
  
                         Right Management Consultants, Inc.
                         Consolidated Statements of Income
  
  <TABLE>
  <CAPTION>
                                                          Nine months ended
                                                         September 30, 1995
                                                       1995              1994
                                                   (Unaudited)        (Unaudited)
  <S>                                              <C>              <C>
  Revenue:
  
  Company Office revenue                            $ 80,484,811      $ 60,411,729
  Affiliate royalties                                  3,164,443         3,272,632
                                                    ------------      ------------
  
  Total revenue                                       83,649,254        63,684,361
  
  Costs and expenses:
  
  Consultants' compensation                           29,425,745        21,876,586
  Company Office sales and consulting support          5,501,181         3,832,373
  Company Office administration                       28,565,444        21,721,528
  General sales, consulting and administration        10,763,447         8,872,740
                                                    ------------      ------------
  
                                                      74,255,817        56,303,227
                                                    ------------      ------------
  
  Income from operations                               9,393,437         7,381,134
  
  Other income (expense):
  
  Interest income                                        245,112           214,141
  Interest expense                                      (565,673)         (233,338)
                                                    ------------      ------------
  
                                                        (320,561)          (19,197)
                                                    ------------      ------------
  
  Income before income taxes                           9,072,876         7,361,937
  
  
  Provision for income taxes                           3,563,000         3,203,000
                                                    ------------      ------------
  
  Net income                                        $  5,509,876      $  4,158,937
                                                    ============      ============
  
  Earnings per share (See Note D):
  
  Net income                                        $       1.32      $       1.02
                                                    ============      ============
  
  
  Weighted average number of shares outstanding        4,169,402         4,082,265
                                                    ============      ============
  </TABLE>
  
  
                   The accompanying notes are an integral part of
                      these consolidated financial statements.
  
                                         4
  
  
  <PAGE>
  
  
                         Right Management Consultants, Inc.
                       Consolidated Statements of Cash Flows
  
  
  
  <TABLE>
  <CAPTION>
                                                                           Nine months ended
                                                                              September 30,
                                                                         1995            1994
                                                                      (Unaudited)     (Unaudited)
  <S>                                                                <C>               <C>
  Operations:
    Net income                                                        $ 5,509,876      $ 4,158,937
    Adjustments to reconcile net income to net cash
     utilized by operating activities:
        Depreciation and amortization                                   3,155,966        2,391,279
        Deferred taxes                                                   (537,000)        (125,000)
        Other non-cash charges                                            464,548          567,243
        Revenue recognized for assumption of incomplete contracts        (171,544)        (738,891)
        Provision for doubtful accounts                                   361,000           75,000
        Changes in operating accounts:
          Accounts receivable, trade and from Affiliates               (3,746,730)      (2,837,851)
          Prepaid expenses and other assets                               (73,620)        (730,110)
          Accounts payable and accrued expenses                        (3,338,681)        (198,231)
          Commissions payable                                             611,099         (239,661)
          Deferred income                                               1,681,458        1,801,021
                                                                      -----------      -----------
  
    Net cash provided by operating activities                           3,916,372        4,123,736
  
  Investing Activities:
    Purchase of property and equipment                                 (1,908,455)      (1,848,873)
    Net cash paid for acquisitions                                     (2,065,576)      (1,599,154)
                                                                      -----------      -----------
  
    Net cash utilized by investing activities                          (3,974,031)      (3,448,027)
  
  Financing Activities:
    Payment of long-term debt and other obligations                    (1,626,521)      (1,238,598)
    Proceeds from stock issuances                                         342,250          362,041
                                                                      -----------      -----------
  
    Net cash utilized by financing activities                          (1,284,271)        (876,557)
  
  Effect of exchange rate changes on cash and
   cash equivalents                                                        56,853           97,804
                                                                      -----------      -----------
  
  Decrease in cash and cash equivalents                                (1,285,077)        (103,044)
  
  Cash and cash equivalents, beginning of period                        9,155,835        8,638,758
                                                                      ===========      ===========
  
  Cash and cash equivalents, end of period                            $ 7,870,758      $ 8,535,714
                                                                      ===========      ===========
  
  
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                       $   355,544      $   101,654
                                                                      ===========      ===========
  
       Income taxes                                                   $ 3,931,295      $ 2,910,473
                                                                      ===========      ===========
  </TABLE>
  
  
                The accompanying notes are an integral part of these
                         consolidated financial statements.
  
                                         5
  
  
  <PAGE>
  
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  NOTE A - BASIS OF PRESENTATION
  
           The accompanying unaudited condensed consolidated financial statements
  have been prepared in accordance with generally accepted accounting principles
  for interim financial information and the instructions to Form 10-Q and Rule
  10-01 of Regulation S-X. Accordingly, they do not include all of the information
  and footnote disclosures necessary for a fair presentation of consolidated
  financial position, results of operations and cash flows in conformity with
  generally accepted accounting principles. In the opinion of management, all
  adjustments (consisting of normal recurring adjustments) considered necessary
  for a fair presentation have been included. Operating results for the nine
  months ended September 30, 1995 are not necessarily indicative of the results
  that may be expected for the year ending December 31, 1995. Certain amounts have
  been reclassified in the 1994 Consolidated Balance Sheet and Statement of Cash
  Flows to conform with the 1995 presentation. For further information, refer to
  the financial statements and footnotes thereto included in the Company's annual
  report on Form 10-K for the year ended December 31, 1994.
  
           Principles of Consolidation
  
           The consolidated financial statements include the accounts of Right
  Management Consultants, Inc., and its wholly-owned subsidiaries. All significant
  intercompany transactions and balances have been eliminated in consolidation.
  
           Currency Translation
  
           There are no material transaction gains or losses in the accompanying
  consolidated financial statements.
  
  NOTE B - ACQUISITIONS AND DEBT AND OTHER OBLIGATIONS
  
           The net cash paid for the acquisitions of the Company's Cupertino,
  California Affiliate in January 1995 and LM&P, SA ("LM&P") in April 1995 of
  approximately $2,065,000 reflected in the Consolidated Statement of Cash Flows
  for the nine months ended September 30, 1995 was comprised of aggregate cash
  paid at closing of approximately $3,950,000 for the two transactions reduced by
  net borrowings of approximately $1,300,000 and cash acquired from LM&P of
  approximately $594,000.
  
           In August 1995, the Company received a commitment, subject to certain
  conditions occurring, from its primary bank to amend its existing Amended and
  Restated Revolving Credit and Term Loan Agreement to increase the maximum
  unsecured revolving line of credit from $6,000,000 to $10,000,000. The Company
  utilized approximately $1,500,000 of its revolving credit line during the six
  month period to consummate the acquisitions of its Cupertino, California
  Affiliate and LM&P. As of September 30, 1995 approximately $1,300,000 of the
  $1,500,000 remains outstanding in addition to its existing term loan obligations
  under this agreement.
  
                                         6
  <PAGE>
  
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  NOTE C - GEOGRAPHIC SEGMENTS
  
           Summarized operations of each of the Company's geographic segments in
  the aggregate as of September 30, 1995 and 1994 and for the nine month periods
  then ended are as follows:
  
  <TABLE>
  <CAPTION>
  1995                            US            Canada           Europe           Total
  <S>                       <C>             <C>             <C>              <C>
  Identifiable assets         $49,265,000     $ 2,786,000     $ 6,763,000      $58,814,000
                              ===========     ===========     ===========      ===========
  
  Revenue                     $72,572,000     $ 4,870,000     $ 6,207,000      $83,649,000
                              ===========     ===========     ===========      ===========
  
  Operating income (loss)     $ 8,424,000     $ 1,256,000     $  (287,000)     $ 9,393,000
                              ===========     ===========     ===========      ===========
  
  Depreciation and
     amortization             $ 2,815,000     $   129,000     $   212,000      $ 3,156,000
                              ===========     ===========     ===========      ===========
  
  Capital expenditures        $ 1,745,000     $    77,000     $    86,000      $ 1,908,000
                              ===========     ===========     ===========      ===========
  </TABLE>
  
  <TABLE>
  <CAPTION>
           1994                    US           Canada           Europe           Total
  <S>                         <C>            <C>              <C>             <C>
  Identifiable assets         $43,089,000     $ 2,172,000     $ 2,833,000      $48,094,000
                              ===========     ===========     ===========      ===========
  
  Revenue                     $54,965,000     $ 4,494,000     $ 4,225,000      $63,684,000
                              ===========     ===========     ===========      ===========
  
  Operating income (loss)     $ 6,736,000     $ 1,028,000     $  (383,000)     $ 7,381,000
                              ===========     ===========     ===========      ===========
  
  Depreciation and
     amortization             $ 2,076,000     $   135,000     $   180,000      $ 2,391,000
                              ===========     ===========     ===========      ===========
  
  Capital expenditures        $ 1,668,000     $   101,000     $    80,000      $ 1,849,000
                              ===========     ===========     ===========      ===========
  </TABLE>
  
  NOTE D-  STOCKHOLDERS' EQUITY
  
           On September 20, 1995, the Board of Directors declared a three-for-two
  split of the Company's common stock, effective on November 10, 1995 for
  shareholders of record on October 27, 1995. The stated par value per share of
  common stock was not changed from its existing amount of $.01 per share. All
  share and per share data presented in these financial statements have been
  restated to retroactively reflect the stock split.
  
                                         7
  
  <PAGE>
  
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  NOTE D-  STOCKHOLDERS' EQUITY (Continued)
  
           Stock options, adjusted for the three-for-two split, for the nine month
  period ended September 30, 1995 are summarized as follows:
  
           Outstanding at January 1, 1995                          689,051
           Granted at $11.67 - $13.00 per share                     60,500
           Canceled or expired during the period                   (26,750)
           Exercised during the period                             (43,863)
                                                                   ------- 
           Outstanding at September 30, 1995                       678,938
                                                                   =======
  
  NOTE E - SUBSEQUENT EVENT
  
           Effective October 1, 1995, the Company acquired the assets of the
  Company's former Providence Affiliate. The purchase price of the acquisition
  totaled approximately $850,000 and will be accounted for using the purchase
  method.
  
  
  PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                  RESULTS OF OPERATIONS
  
  Results of Operations
  
           Revenue generated by Company Offices increased 21% or $4,529,000 for
  the quarter ended September 30, 1995 over the corresponding quarter in 1994 and
  33% or $20,073,000 for the nine months ended September 30, 1995 over the same
  period in 1994. Revenue on a same office basis increased approximately 6% and
  12% during the quarter and nine months ended September 30, 1995, respectively,
  over the same periods in 1994. This same office growth can primarily be
  attributed to increases in the aggregate U.S. Offices. The remaining increase
  was primarily due to revenue generated by the acquisitions of the Cupertino,
  California Affiliate, Jannotta, Bray and Associates ("JBA") and LM&P all of
  which were acquired during or after the third quarter in 1994.
  
           Affiliate royalties decreased 10% or $113,000, for the quarter ended
  September 30, 1995 from the corresponding quarter in 1994 and 3% or $108,000 for
  the nine months ended September 30, 1995 from the corresponding period in 1994.
  This was primarily due to reduced royalties resulting from the acquisitions of
  two former Affiliates in June 1994 and January 1995, respectively. Revenue from
  these offices is reflected as Company revenue subsequent to their respective
  acquisitions. On a same office basis, Affiliate royalties increased
  approximately 5% and 12% during the quarter and nine months ended September 30,
  1995, respectively, over corresponding periods in 1994.
  
                                         8
  
  <PAGE>
  
  
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    (Continued)
  
           Company Office expenses in the aggregate increased 18% or $3,224,000
  for the quarter ended September 30, 1995 and 34% or $16,062,000 for the nine
  months ended September 30, 1995 over the corresponding periods in 1994. Costs
  incurred by the Company's newly acquired Affiliates accounted for approximately
  18% and 19% of these increases for the quarter and nine months ended September
  30, 1995, respectively. The remaining increases were due to certain duplicate
  facilities and administration from the acquisition of JBA as well as general
  expense increases from existing Company Offices related to the revenue growth
  during the respective periods. Aggregate Company Office margins were 22% and 21%
  for the quarter and nine months ended September 30, 1995, respectively versus
  21% for each of the corresponding periods in 1994. Margins for the third quarter
  and first nine months in 1995 reflect a modest improvement over the margins from
  the second and first quarter in 1995 of 21% and 20%, respectively. The Company
  is seeking to continue to improve Office margins through further economies of
  scale as the recent acquisitions continue to be integrated.
  
           General sales, consulting and administration expense increased 11% or
  $366,000 for the quarter and 21% or $1,891,000 for the nine months ended
  September 30, 1995 over the corresponding periods in 1994. These increases were
  primarily due to investments made in the development of the Company's consulting
  services, increases in amortization relating to recent acquisitions and
  additional reserves for duplicate Company Office closures primarily related to
  the redundant Company Offices inherited in the JBA acquisition. Despite these
  increases, the total expenses in this category as a percentage of revenue
  remained at or below the respective percentages for the corresponding periods in
  1994.
  
           Income before income taxes increased 28% to $3,116,000 for the quarter
  ended September 30, 1995 from $2,443,000 for the corresponding quarter in 1994
  and 23% to $9,073,000 for the first nine months in 1995 from $7,362,000 for the
  same period in 1994. This increase resulted principally from the combination of
  greater Company Office revenue and reduced operating losses in the Company's
  European operations (on a year to date basis only). The reduced European
  operating losses reflect the acquisition of LM&P effective April 1, 1995.
  
           The Company's effective tax rate was approximately 39% for the quarter
  and nine months ended September 30, 1995 compared to 42% and 44% for the
  corresponding periods in 1994. This reduction resulted from reduced taxes at the
  state level and the reduced impact on the effective tax rate of nondeductible
  expenses primarily associated with acquisitions made prior to 1992.
  
           Capital Resources and Liquidity
  
           The Company's cash and cash equivalents decreased to $7,871,000 during
  the nine months ended September 30, 1995, from $9,156,000 as of December 31,
  1994. This decrease resulted principally from purchases of property and
  equipment of $1,908,000, net cash paid for the acquisitions of the Company's
  former Cupertino, California Affiliate and LM&P aggregating $2,066,000 and
  payment of long-term debt and other obligations aggregating $1,627,000 offset by
  cash provided by operating activities of $3,916,000 and proceeds from stock
  issuances of $342,000. Cash provided by operations was impacted by net income as
  well as by non-cash charges such as depreciation and amortization and the
  provision for doubtful accounts, exceeding the net change in operating accounts.
  
  
                                         9
  <PAGE>
  
  
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    (Continued)
  
           Historically, ongoing cash requirements have been provided through
  operations. The Company's total borrowing capacity aggregates $10,000,000
  through a committed credit line with its primary bank. During the second quarter
  in 1995, in connection with the acquisition of LM&P, the Company borrowed
  6,500,000 French francs (approximately $1,300,000) under this credit line at the
  LIBOR rate plus 1.25%. This amount remains outstanding at September 30, 1995. As
  the Company continues its expansion through acquisitions, there may be a need
  for additional financing to consummate certain transactions. Should this be
  necessary, the Company anticipates cash and working capital will be sufficient
  to service the debt and to maintain Company operations.
  
           The key factor in the Company's liquidity is the operating results of
  the Company Offices. The operating margin increased during the third quarter in
  1995 to 22% from 21% and 20% in the second and first quarters in 1995,
  respectively. The Company will continue to seek margin improvement through
  further economies of scale from its recent acquisitions and through greater
  efficiencies and cost reductions.
  
           The Company will continue to consider expansion opportunities as they
  arise, although the economics and other circumstances justifying the expansion
  will be key factors in determining the amount of resources the Company will
  devote to further expansion.
  
                                         10
  <PAGE>
  
  
  PART II - OTHER INFORMATION
  
  Items 1, 2, 3, 4 and 5 were not applicable in the period ended September 30,
  1995.
  
  Item 6.  Exhibits and Reports on Form 8-K
  
           a.   Exhibits:
  
                 10.56- Fifth Modification Agreement to the June 30, 1994 Amended
                 and Restated Revolving Credit and Term Loan Agreement between
                 Right Management Consultants, Inc., et al and PNC Bank, National
                 Association, dated August 31, 1995
  
                 11 - Consolidated Earnings per Share Calculation
  
           b.    No reports on Form 8-K were filed during the period for which 
                 this Report is filed.
  
                 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.
  
                 RIGHT MANAGEMENT CONSULTANTS, INC.
  
  
                 BY:\s\ Richard J. Pinola                     November 13, 1995
                    ---------------------                     -----------------
                    Richard J. Pinola                               Date
                    Chairman and Chief Executive Officer
  
  
                  BY:\s\ G. Lee Bohs                          November 13, 1995
                     ---------------                          -----------------
                     G. Lee Bohs                                    Date
                     Chief Financial Officer
  
  
  
                                         11
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text: FORM 10-Q
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
  
       For the quarterly period ended     September 30, 1995
  
                                         OR
  
  (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND
       EXCHANGE ACT OF 1934
  
       For the transition period from ________________ to ________________
  
                           Commission File Number 0-15539
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
               (Exact name of registrant as specified in its charter)
  
               Pennsylvania                                23-2153729
       (State of other jurisdiction of                   (IRS Employer
        incorporation of organization)                 Identification No.)
  
         1818 Market Street, Philadelphia, Pennsylvania            19103
           (Address of principal executive offices)             (Zip Code)
  
       Registrant's telephone number, including area code: (215) 988-1588
  
       Indicate by check mark whether the registrant: (1) has filed all reports
       required to be filed 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 __X__                        No ____
  
       Indicate the number of shares outstanding of each of the issuer's classes
       of common stock as of October 31, 1995 (See Note D):
  
          Common Stock, $0.01 par value                   4,041,992
                     Class                             Number of Shares
  Right Management Consultants, Inc.
                            Consolidated Balance Sheets
  September 30,     December 31,
                                                                                            1995              1994
                                                                                         (Unaudited)
  
                 Assets
  Current Assets:
    Cash and cash equivalents                                                            $  7,870,758      $  9,155,835
    Accounts receivable, trade, net of allowance for
      doubtful accounts of $1,099,000 and $651,000 in
      1995 and 1994, respectively                                                          18,433,438        14,282,604
    Royalties and fees receivable from Affiliates                                           3,116,972         3,118,796
    Current portion of note receivable                                                        233,333           285,635
    Prepaid expenses                                                                        1,232,049           978,727
    Current deferred income taxes                                                             780,000           621,000
                                                                                         ------------      ------------
         Total current assets                                                              31,666,550        28,442,597
  
  Property and equipment, less accumulated depreciation of
    $9,033,022 in 1995 and $6,977,188 in 1994                                               7,295,933         6,693,861
  
  Other Assets:
    Intangible assets, less accumulated amortization of $6,196,995
      in 1995 and $4,790,230 in 1994                                                       17,513,316        11,888,139
    Non-current deferred income taxes                                                         772,282           394,000
    Non-current portion of note receivable                                                    214,035           435,067
    Other                                                                                   1,351,667         1,115,247
                                                                                         ------------      ------------
                                                                                           19,851,300        13,832,453
                                                                                         ------------      ------------
         Total Assets                                                                    $ 58,813,782      $ 48,968,911
                                                                                         ============      ============
  
     Liabilities and Stockholders' Equity
  
  Current Liabilities:
    Current portion of long-term debt and other obligations                              $  5,118,845      $  2,086,357
    Accounts payable                                                                        3,965,804         3,354,159
    Commissions payable                                                                     2,982,327         2,327,706
    Accrued incentive compensation and benefits                                             1,832,002         5,521,178
    Accrued redundant costs                                                                   717,063           976,779
    Other accrued expenses                                                                  2,439,944         1,962,282
    Deferred income                                                                         4,334,072         2,331,230
                                                                                         ------------      ------------
         Total current liabilities                                                         21,390,057        18,559,691
  
  Long-term debt and other obligations                                                      5,360,816         4,707,075
  
  Deferred compensation                                                                     1,672,902         1,296,775
  
  Commitments and Contingent Liabilities
  
  Stockholders' Equity:
    Preferred stock, no par value; 1,000,000 shares authorized; no
      shares issued or outstanding
    Common stock, $.01 par value; 20,000,000 shares authorized;
      4,411,520 shares issued and 4,032,092 shares outstanding in 1995 
      (See Note D); 2,891,971 shares issued and 2,639,019 shares 
      outstanding in 1994;                                                                     44,115            28,920
    Additional paid-in capital                                                              6,862,766         6,544,547
    Retained earnings                                                                      24,338,596        18,829,744
    Cumulative translation adjustment                                                        (338,343)         (480,714)
                                                                                         ------------      ------------
                                                                                           30,907,134        24,922,497
    Less treasury stock, at cost, 379,428 shares                                             (517,127)         (517,127)
                                                                                         ------------      ------------
                                                                                           30,390,007        24,405,370
                                                                                         ------------      ------------
         Total Liabilities and Stockholders' Equity                                      $ 58,813,782      $ 48,968,911
                                                                                         ============      ============
  The accompanying notes are an integral part of these
                         consolidated financial statements.
  
                                         2
  Right Management Consultants, Inc.
                         Consolidated Statements of Income
  Three months ended
                                                             September 30,
                                                        1995              1994
                                                    (Unaudited)        (Unaudited)
  Revenue:
  
  Company Office revenue                            $ 26,596,636      $ 22,067,289
  Affiliate royalties                                  1,029,625         1,142,599
                                                    ------------      ------------
  
  Total revenue                                       27,626,261        23,209,888
  
  Costs and expenses:
  
  Consultants' compensation                            9,694,930         7,816,027
  Company Office sales and consulting support          1,511,850         1,228,957
  Company Office administration                        9,482,336         8,419,890
  General sales, consulting and administration         3,659,055         3,293,054
                                                    ------------      ------------
  
                                                      24,348,171        20,757,928
                                                    ------------      ------------
  
  Income from operations                               3,278,090         2,451,960
  
  Other income (expense):
  
  Interest income                                         72,099            86,918
  Interest expense                                      (234,016)          (96,027)
                                                    ------------      ------------
  
                                                        (161,917)           (9,109)
                                                    ------------      ------------
  
  Income before income taxes                           3,116,173         2,442,851
  
  Provision for income taxes                           1,207,000         1,017,000
                                                    ------------      ------------
  
  Net income                                        $  1,909,173      $  1,425,851
                                                    ============      ============
  
  Earnings per share (See Note D):
  
  Net income                                        $       0.45      $       0.35
                                                    ============      ============
  
  Weighted average number of shares outstanding        4,236,054         4,106,445
                                                    ============      ============
  The accompanying notes are an integral part of these
                         consolidated financial statements.
  
                                         3
  Right Management Consultants, Inc.
                         Consolidated Statements of Income
  Nine months ended
                                                         September 30, 1995
                                                       1995              1994
                                                   (Unaudited)        (Unaudited)
  Revenue:
  
  Company Office revenue                            $ 80,484,811      $ 60,411,729
  Affiliate royalties                                  3,164,443         3,272,632
                                                    ------------      ------------
  
  Total revenue                                       83,649,254        63,684,361
  
  Costs and expenses:
  
  Consultants' compensation                           29,425,745        21,876,586
  Company Office sales and consulting support          5,501,181         3,832,373
  Company Office administration                       28,565,444        21,721,528
  General sales, consulting and administration        10,763,447         8,872,740
                                                    ------------      ------------
  
                                                      74,255,817        56,303,227
                                                    ------------      ------------
  
  Income from operations                               9,393,437         7,381,134
  
  Other income (expense):
  
  Interest income                                        245,112           214,141
  Interest expense                                      (565,673)         (233,338)
                                                    ------------      ------------
  
                                                        (320,561)          (19,197)
                                                    ------------      ------------
  
  Income before income taxes                           9,072,876         7,361,937
  
  Provision for income taxes                           3,563,000         3,203,000
                                                    ------------      ------------
  
  Net income                                        $  5,509,876      $  4,158,937
                                                    ============      ============
  
  Earnings per share (See Note D):
  
  Net income                                        $       1.32      $       1.02
                                                    ============      ============
  
  Weighted average number of shares outstanding        4,169,402         4,082,265
                                                    ============      ============
  The accompanying notes are an integral part of
                      these consolidated financial statements.
  
                                         4
  Right Management Consultants, Inc.
                       Consolidated Statements of Cash Flows
  Nine months ended
                                                                              September 30,
                                                                         1995            1994
                                                                      (Unaudited)     (Unaudited)
  Operations:
    Net income                                                        $ 5,509,876      $ 4,158,937
    Adjustments to reconcile net income to net cash
     utilized by operating activities:
        Depreciation and amortization                                   3,155,966        2,391,279
        Deferred taxes                                                   (537,000)        (125,000)
        Other non-cash charges                                            464,548          567,243
        Revenue recognized for assumption of incomplete contracts        (171,544)        (738,891)
        Provision for doubtful accounts                                   361,000           75,000
        Changes in operating accounts:
          Accounts receivable, trade and from Affiliates               (3,746,730)      (2,837,851)
          Prepaid expenses and other assets                               (73,620)        (730,110)
          Accounts payable and accrued expenses                        (3,338,681)        (198,231)
          Commissions payable                                             611,099         (239,661)
          Deferred income                                               1,681,458        1,801,021
                                                                      -----------      -----------
  
    Net cash provided by operating activities                           3,916,372        4,123,736
  
  Investing Activities:
    Purchase of property and equipment                                 (1,908,455)      (1,848,873)
    Net cash paid for acquisitions                                     (2,065,576)      (1,599,154)
                                                                      -----------      -----------
  
    Net cash utilized by investing activities                          (3,974,031)      (3,448,027)
  
  Financing Activities:
    Payment of long-term debt and other obligations                    (1,626,521)      (1,238,598)
    Proceeds from stock issuances                                         342,250          362,041
                                                                      -----------      -----------
  
    Net cash utilized by financing activities                          (1,284,271)        (876,557)
  
  Effect of exchange rate changes on cash and
   cash equivalents                                                        56,853           97,804
                                                                      -----------      -----------
  
  Decrease in cash and cash equivalents                                (1,285,077)        (103,044)
  
  Cash and cash equivalents, beginning of period                        9,155,835        8,638,758
                                                                      ===========      ===========
  
  Cash and cash equivalents, end of period                            $ 7,870,758      $ 8,535,714
                                                                      ===========      ===========
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                       $   355,544      $   101,654
                                                                      ===========      ===========
  
       Income taxes                                                   $ 3,931,295      $ 2,910,473
                                                                      ===========      ===========
  The accompanying notes are an integral part of these
                         consolidated financial statements.
  
                                         5
  RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  NOTE A - BASIS OF PRESENTATION
  
           The accompanying unaudited condensed consolidated financial statements
  have been prepared in accordance with generally accepted accounting principles
  for interim financial information and the instructions to Form 10-Q and Rule
  10-01 of Regulation S-X. Accordingly, they do not include all of the information
  and footnote disclosures necessary for a fair presentation of consolidated
  financial position, results of operations and cash flows in conformity with
  generally accepted accounting principles. In the opinion of management, all
  adjustments (consisting of normal recurring adjustments) considered necessary
  for a fair presentation have been included. Operating results for the nine
  months ended September 30, 1995 are not necessarily indicative of the results
  that may be expected for the year ending December 31, 1995. Certain amounts have
  been reclassified in the 1994 Consolidated Balance Sheet and Statement of Cash
  Flows to conform with the 1995 presentation. For further information, refer to
  the financial statements and footnotes thereto included in the Company's annual
  report on Form 10-K for the year ended December 31, 1994.
  
           Principles of Consolidation
  
           The consolidated financial statements include the accounts of Right
  Management Consultants, Inc., and its wholly-owned subsidiaries. All significant
  intercompany transactions and balances have been eliminated in consolidation.
  
           Currency Translation
  
           There are no material transaction gains or losses in the accompanying
  consolidated financial statements.
  
  NOTE B - ACQUISITIONS AND DEBT AND OTHER OBLIGATIONS
  
           The net cash paid for the acquisitions of the Company's Cupertino,
  California Affiliate in January 1995 and LM&P, SA ("LM&P") in April 1995 of
  approximately $2,065,000 reflected in the Consolidated Statement of Cash Flows
  for the nine months ended September 30, 1995 was comprised of aggregate cash
  paid at closing of approximately $3,950,000 for the two transactions reduced by
  net borrowings of approximately $1,300,000 and cash acquired from LM&P of
  approximately $594,000.
  
           In August 1995, the Company received a commitment, subject to certain
  conditions occurring, from its primary bank to amend its existing Amended and
  Restated Revolving Credit and Term Loan Agreement to increase the maximum
  unsecured revolving line of credit from $6,000,000 to $10,000,000. The Company
  utilized approximately $1,500,000 of its revolving credit line during the six
  month period to consummate the acquisitions of its Cupertino, California
  Affiliate and LM&P. As of September 30, 1995 approximately $1,300,000 of the
  $1,500,000 remains outstanding in addition to its existing term loan obligations
  under this agreement.
  
                                         6
  RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  NOTE C - GEOGRAPHIC SEGMENTS
  
           Summarized operations of each of the Company's geographic segments in
  the aggregate as of September 30, 1995 and 1994 and for the nine month periods
  then ended are as follows:
  1995                            US            Canada           Europe           Total
  Identifiable assets         $49,265,000     $ 2,786,000     $ 6,763,000      $58,814,000
                              ===========     ===========     ===========      ===========
  
  Revenue                     $72,572,000     $ 4,870,000     $ 6,207,000      $83,649,000
                              ===========     ===========     ===========      ===========
  
  Operating income (loss)     $ 8,424,000     $ 1,256,000     $  (287,000)     $ 9,393,000
                              ===========     ===========     ===========      ===========
  
  Depreciation and
     amortization             $ 2,815,000     $   129,000     $   212,000      $ 3,156,000
                              ===========     ===========     ===========      ===========
  
  Capital expenditures        $ 1,745,000     $    77,000     $    86,000      $ 1,908,000
                              ===========     ===========     ===========      ===========
  1994                    US           Canada           Europe           Total
  Identifiable assets         $43,089,000     $ 2,172,000     $ 2,833,000      $48,094,000
                              ===========     ===========     ===========      ===========
  
  Revenue                     $54,965,000     $ 4,494,000     $ 4,225,000      $63,684,000
                              ===========     ===========     ===========      ===========
  
  Operating income (loss)     $ 6,736,000     $ 1,028,000     $  (383,000)     $ 7,381,000
                              ===========     ===========     ===========      ===========
  
  Depreciation and
     amortization             $ 2,076,000     $   135,000     $   180,000      $ 2,391,000
                              ===========     ===========     ===========      ===========
  
  Capital expenditures        $ 1,668,000     $   101,000     $    80,000      $ 1,849,000
                              ===========     ===========     ===========      ===========
  NOTE D-  STOCKHOLDERS' EQUITY
  
           On September 20, 1995, the Board of Directors declared a three-for-two
  split of the Company's common stock, effective on November 10, 1995 for
  shareholders of record on October 27, 1995. The stated par value per share of
  common stock was not changed from its existing amount of $.01 per share. All
  share and per share data presented in these financial statements have been
  restated to retroactively reflect the stock split.
  
                                         7
  RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  NOTE D-  STOCKHOLDERS' EQUITY (Continued)
  
           Stock options, adjusted for the three-for-two split, for the nine month
  period ended September 30, 1995 are summarized as follows:
  
           Outstanding at January 1, 1995                          689,051
           Granted at $11.67 - $13.00 per share                     60,500
           Canceled or expired during the period                   (26,750)
           Exercised during the period                             (43,863)
                                                                   ------- 
           Outstanding at September 30, 1995                       678,938
                                                                   =======
  
  NOTE E - SUBSEQUENT EVENT
  
           Effective October 1, 1995, the Company acquired the assets of the
  Company's former Providence Affiliate. The purchase price of the acquisition
  totaled approximately $850,000 and will be accounted for using the purchase
  method.
  
  PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                  RESULTS OF OPERATIONS
  
  Results of Operations
  
           Revenue generated by Company Offices increased 21% or $4,529,000 for
  the quarter ended September 30, 1995 over the corresponding quarter in 1994 and
  33% or $20,073,000 for the nine months ended September 30, 1995 over the same
  period in 1994. Revenue on a same office basis increased approximately 6% and
  12% during the quarter and nine months ended September 30, 1995, respectively,
  over the same periods in 1994. This same office growth can primarily be
  attributed to increases in the aggregate U.S. Offices. The remaining increase
  was primarily due to revenue generated by the acquisitions of the Cupertino,
  California Affiliate, Jannotta, Bray and Associates ("JBA") and LM&P all of
  which were acquired during or after the third quarter in 1994.
  
           Affiliate royalties decreased 10% or $113,000, for the quarter ended
  September 30, 1995 from the corresponding quarter in 1994 and 3% or $108,000 for
  the nine months ended September 30, 1995 from the corresponding period in 1994.
  This was primarily due to reduced royalties resulting from the acquisitions of
  two former Affiliates in June 1994 and January 1995, respectively. Revenue from
  these offices is reflected as Company revenue subsequent to their respective
  acquisitions. On a same office basis, Affiliate royalties increased
  approximately 5% and 12% during the quarter and nine months ended September 30,
  1995, respectively, over corresponding periods in 1994.
  
                                         8
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    (Continued)
  
           Company Office expenses in the aggregate increased 18% or $3,224,000
  for the quarter ended September 30, 1995 and 34% or $16,062,000 for the nine
  months ended September 30, 1995 over the corresponding periods in 1994. Costs
  incurred by the Company's newly acquired Affiliates accounted for approximately
  18% and 19% of these increases for the quarter and nine months ended September
  30, 1995, respectively. The remaining increases were due to certain duplicate
  facilities and administration from the acquisition of JBA as well as general
  expense increases from existing Company Offices related to the revenue growth
  during the respective periods. Aggregate Company Office margins were 22% and 21%
  for the quarter and nine months ended September 30, 1995, respectively versus
  21% for each of the corresponding periods in 1994. Margins for the third quarter
  and first nine months in 1995 reflect a modest improvement over the margins from
  the second and first quarter in 1995 of 21% and 20%, respectively. The Company
  is seeking to continue to improve Office margins through further economies of
  scale as the recent acquisitions continue to be integrated.
  
           General sales, consulting and administration expense increased 11% or
  $366,000 for the quarter and 21% or $1,891,000 for the nine months ended
  September 30, 1995 over the corresponding periods in 1994. These increases were
  primarily due to investments made in the development of the Company's consulting
  services, increases in amortization relating to recent acquisitions and
  additional reserves for duplicate Company Office closures primarily related to
  the redundant Company Offices inherited in the JBA acquisition. Despite these
  increases, the total expenses in this category as a percentage of revenue
  remained at or below the respective percentages for the corresponding periods in
  1994.
  
           Income before income taxes increased 28% to $3,116,000 for the quarter
  ended September 30, 1995 from $2,443,000 for the corresponding quarter in 1994
  and 23% to $9,073,000 for the first nine months in 1995 from $7,362,000 for the
  same period in 1994. This increase resulted principally from the combination of
  greater Company Office revenue and reduced operating losses in the Company's
  European operations (on a year to date basis only). The reduced European
  operating losses reflect the acquisition of LM&P effective April 1, 1995.
  
           The Company's effective tax rate was approximately 39% for the quarter
  and nine months ended September 30, 1995 compared to 42% and 44% for the
  corresponding periods in 1994. This reduction resulted from reduced taxes at the
  state level and the reduced impact on the effective tax rate of nondeductible
  expenses primarily associated with acquisitions made prior to 1992.
  
           Capital Resources and Liquidity
  
           The Company's cash and cash equivalents decreased to $7,871,000 during
  the nine months ended September 30, 1995, from $9,156,000 as of December 31,
  1994. This decrease resulted principally from purchases of property and
  equipment of $1,908,000, net cash paid for the acquisitions of the Company's
  former Cupertino, California Affiliate and LM&P aggregating $2,066,000 and
  payment of long-term debt and other obligations aggregating $1,627,000 offset by
  cash provided by operating activities of $3,916,000 and proceeds from stock
  issuances of $342,000. Cash provided by operations was impacted by net income as
  well as by non-cash charges such as depreciation and amortization and the
  provision for doubtful accounts, exceeding the net change in operating accounts.
  
                                         9
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    (Continued)
  
           Historically, ongoing cash requirements have been provided through
  operations. The Company's total borrowing capacity aggregates $10,000,000
  through a committed credit line with its primary bank. During the second quarter
  in 1995, in connection with the acquisition of LM&P, the Company borrowed
  6,500,000 French francs (approximately $1,300,000) under this credit line at the
  LIBOR rate plus 1.25%. This amount remains outstanding at September 30, 1995. As
  the Company continues its expansion through acquisitions, there may be a need
  for additional financing to consummate certain transactions. Should this be
  necessary, the Company anticipates cash and working capital will be sufficient
  to service the debt and to maintain Company operations.
  
           The key factor in the Company's liquidity is the operating results of
  the Company Offices. The operating margin increased during the third quarter in
  1995 to 22% from 21% and 20% in the second and first quarters in 1995,
  respectively. The Company will continue to seek margin improvement through
  further economies of scale from its recent acquisitions and through greater
  efficiencies and cost reductions.
  
           The Company will continue to consider expansion opportunities as they
  arise, although the economics and other circumstances justifying the expansion
  will be key factors in determining the amount of resources the Company will
  devote to further expansion.
  
                                         10
  PART II - OTHER INFORMATION
  
  Items 1, 2, 3, 4 and 5 were not applicable in the period ended September 30,
  1995.
  
  Item 6.  Exhibits and Reports on Form 8-K
  
           a.   Exhibits:
  
                 10.56- Fifth Modification Agreement to the June 30, 1994 Amended
                 and Restated Revolving Credit and Term Loan Agreement between
                 Right Management Consultants, Inc., et al and PNC Bank, National
                 Association, dated August 31, 1995
  
                 11 - Consolidated Earnings per Share Calculation
  
           b.    No reports on Form 8-K were filed during the period for which 
                 this Report is filed.
  
                 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.
  
                 RIGHT MANAGEMENT CONSULTANTS, INC.
  
                 BY:\s\ Richard J. Pinola                     November 13, 1995
                    ---------------------                     -----------------
                    Richard J. Pinola                               Date
                    Chairman and Chief Executive Officer
  
                  BY:\s\ G. Lee Bohs                          November 13, 1995
                     ---------------                          -----------------
                     G. Lee Bohs                                    Date
                     Chief Financial Officer
  
                                         11