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 June 30, 1996
  
                                         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 July 31, 1996:
  
      Common Stock, $0.01 par value                            6,549,811
              Class                                         Number of Shares
  
  <PAGE>
  
                         Right Management Consultants, Inc.
                             Consolidated Balance Sheets
                      (Dollars in Thousands Except Share Data)
  <TABLE>
  <CAPTION>
                                                                             June 30,     December 31,
                                                                               1996           1995
                                                                           (Unaudited)
                                                Assets
  
  <S>                                                                         <C>           <C>     
  Current Assets:
    Cash and cash equivalents                                                 $ 13,776      $  8,965
    Accounts receivable, trade, net of allowance for doubtful accounts
      of $787 and $754 in 1996 and 1995, respectively                           19,457        16,918
    Royalties and fees receivable from Affiliates                                4,364         4,303
    Note receivable                                                                233           233
    Prepaid expenses and income taxes                                            3,048         1,360
    Deferred income taxes                                                          620           600
                                                                              --------      --------
         Total current assets                                                   41,498        32,379
                                                                              --------      --------
  
  Property and equipment, less accumulated depreciation of
    $11,342 and $9,518 in 1996 and 1995, respectively                            8,619         7,447
                                                                              --------      --------
  
  Other Assets:
    Intangible assets, less accumulated amortization of $8,237 and $6,657
     in 1996 and 1995, respectively                                             19,146        17,824
    Deferred income taxes                                                        1,211         1,221
    Note receivable                                                                 59           146
    Other                                                                        1,439         1,214
                                                                              --------      --------
                                                                                21,855        20,405
                                                                              --------      --------
         Total Assets                                                         $ 71,972      $ 60,231
                                                                              ========      ========
  
                                 Liabilities and Stockholders' Equity
  
  Current Liabilities:
    Line of credit                                                             $ 2,960       $ 1,325
    Current portion of long-term debt and other obligations                      2,440         2,227
    Accounts payable                                                             3,859         3,643
    Commissions payable                                                          1,521         2,735
    Accrued incentive compensation and benefits                                  3,893         3,543
    Accrued redundancy costs                                                        75           115
    Other accrued expenses                                                       4,264         2,222
    Deferred income                                                              5,157         3,435
                                                                              --------      --------
         Total current liabilities                                              24,169        19,245
  
  Long-term debt and other obligations                                           3,680         5,741
                                                                              --------      --------
  Deferred compensation                                                          1,868         1,619
                                                                              --------      --------
  
  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;
      6,801,263 shares issued in 1996; 4,313,816 shares 
      issued in 1995                                                                68            43
    Additional paid-in capital                                                  11,196         7,655
    Retained earnings                                                           31,642        26,636
    Cumulative translation adjustment                                             (134)         (191)
                                                                              --------      --------
                                                                                42,772        34,143
    Less treasury stock, at cost, 252,952 shares                                  (517)         (517)
                                                                              --------      --------
                                                                                42,255        33,626
                                                                              --------      --------
         Total Liabilities and Stockholders' Equity                           $ 71,972      $ 60,231
                                                                              ========      ========
  </TABLE>
  
  The  accompanying  notes are an integral  part of these  consolidated  financial
  statements
  
                                         2
  
  <PAGE>
                         Right Management Consultants, Inc.
                          Consolidated Statements of Income
                      (Dollars in Thousands Except Share Data)
  
                                                          Three months ended
                                                              June 30,
  
                                                        1996             1995 
                                                    (Unaudited)      (Unaudited)
  Revenue:
  Company Office revenue                            $    31,590      $    27,609
  Affiliate royalties                                     1,031            1,010
                                                    -----------      -----------
  
  Total revenue                                          32,621           28,619
  
  Costs and expenses:
  
  Consultants' compensation                              11,363           10,241
  Company Office sales and consulting support             2,038            1,904
  Company Office administration                          11,158            9,995
  General sales, consulting and administration            3,620            3,310
                                                    -----------      -----------
  
                                                         28,179           25,450
                                                    -----------      -----------
  
  Income from operations                                  4,442            3,169
  
  Other income (expense):
  
  Interest income                                           105               75
  Interest expense                                         (163)            (136)
                                                    -----------      -----------
                                                            (58)             (61)
                                                    -----------      -----------
  Income before income taxes                              4,384            3,108
  
  Provision for income taxes                              1,787            1,229
                                                    -----------      -----------
  Net income                                        $     2,597      $     1,879
                                                    ===========      ===========
  Earnings per share:
  Net income                                        $      0.38      $      0.30
                                                    ===========      ===========
  
  
  Weighted average number of shares outstanding       6,809,000        6,237,000
                                                    ===========      ===========
  
  The  accompanying  notes are an integral  part of these  consolidated  financial
  statements
  
                                         3
  <PAGE>
                         Right Management Consultants, Inc.
                          Consolidated Statements of Income
                      (Dollars in Thousands Except Share Data)
  
  <TABLE>
  <CAPTION>
                                                            Six months ended
                                                                June 30,
                                                         1996               1995
                                                     (Unaudited)        (Unaudited)
  <S>                                               <C>                   <C>   
  Revenue:
  
  Company Office revenue                            $    62,807           53,888
  Affiliate royalties                                     2,277            2,135
                                                    -----------           ------
  
  Total revenue                                          65,084           56,023
  
  Costs and expenses:
  
  Consultants' compensation                              22,208           19,731
  Company Office sales and consulting support             4,549            3,989
  Company Office administration                          22,524           19,674
  General sales, consulting and administration            7,348            6,513
                                                    -----------           ------
  
                                                         56,629           49,907
                                                    -----------           ------
  
  Income from operations                                  8,455            6,116
  
  Other income (expense):
  
  Interest income                                           258              173
  Interest expense                                         (335)            (332)
                                                    -----------           ------
  
                                                            (77)            (159)
                                                    -----------           ------
  
  Income before income taxes                              8,378            5,957
  
  Provision for income taxes                              3,372            2,356
                                                    -----------           ------
  
  Net income                                        $     5,006        $   3,601
                                                    ===========        =========
  
  Earnings per share:
  
  Net income                                        $      0.75        $    0.58
                                                    ===========        =========
  
  
  Weighted average number of shares outstanding       6,720,000        6,209,000
                                                      =========        =========
  </TABLE>
  The  accompanying  notes are an integral  part of these  consolidated  financial
  statements
  
                                         4
  <PAGE>
  
                         Right Management Consultants, Inc.
                        Consolidated Statements of Cash Flows
                               (Dollars in Thousands)
  <TABLE>
  <CAPTION>
  
                                                                       Six Months ended June 30,
  
                                                                         1996           1995 
                                                                     (Unaudited)    (Unaudited)
  <S>                                                                 <C>           <C>     
  Operating Activities:
    Net income                                                        $  5,006      $  3,601
    Adjustments to reconcile net income to net cash
      provided (utilized) by operating activities:
        Depreciation and amortization                                    2,334         2,103
        Deferred income taxes                                              (10)         (537)
        Compensation from restricted stock agreements                      430            70
        Tax benefit from the exercise of stock options                   1,919            36
        Other non-cash charges                                             275           184
        Revenue recognized for assumption of incomplete contracts           --          (172)
        Provision for doubtful accounts                                    150           250
        Changes in operating accounts:
          Accounts receivable, trade and from Affiliates                (1,498)       (4,005)
          Prepaid expenses and other assets                             (1,792)          (53)
          Accounts payable and accrued expenses                          1,562        (3,863)
          Commissions payable                                           (1,213)          605
          Deferred income                                                1,318         1,257
                                                                      --------      --------
  
    Net cash provided (utilized) by operating activities                 8,481          (524)
  
  Investing Activities:
    Purchase of property and equipment                                  (2,159)       (1,386)
    Net cash paid for acquisitions                                        (169)       (2,050)
                                                                      --------      --------
  
    Net cash utilized by investing activities                           (2,328)       (3,436)
  
  Financing Activities:
    Payment of long-term debt and other obligations                     (2,539)         (985)
    Proceeds from stock issuances                                        1,217           161
                                                                      --------      --------
  
    Net cash utilized by financing activities                           (1,322)         (824)
  
  Effect of exchange rate changes on cash and
   cash equivalents                                                        (20)           48
                                                                      --------      --------
  
  Increase (decrease) in cash and cash equivalents                       4,811        (4,736)
  
  Cash and cash equivalents, beginning of year                           8,965         9,156
                                                                      --------      --------
  
  Cash and cash equivalents, end of period                            $ 13,776      $  4,420
                                                                      ========      ========
  
  
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                       $    223      $    247
                                                                      ========      ========
  
       Income taxes                                                   $  3,030      $  3,056
                                                                      ========      ========
  </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 six months ended June
  30, 1996 are not necessarily indicative of the results that may be expected for
  the year ending December 31, 1996. Certain amounts have been reclassified in the
  1995 Consolidated Statement of Income and Consolidated Statement of Cash Flows
  to conform with the 1996 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, 1995.
  
  On September 20, 1995, the Board of Directors declared a three-for-two split of
  the Company's common stock, effective November 10, 1995 for shareholders of
  record on October 27, 1995. On June 27, 1996, the Board of Directors declared a
  second three-for-two split of the Company's common stock, effective July 26,
  1996 for shareholders of record on July 12, 1996. The stated par value per share
  of common stock was not changed from its existing amount of $.01 per share for
  both stock splits. All share and per share data presented in the financial
  statements herein have been restated to retroactively reflect both stock splits.
  
  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
  
  Effective March 1,1996, the Company acquired the outstanding stock of People
  Tech Consulting, Inc. ("People Tech"), located in Toronto, Canada. This
  transaction has been accounted for using the purchase method. The aggregate
  purchase price of the acquisition was approximately $2,960,000, including the
  costs of acquisition. The purchase price exceeded the fair value of the assets
  acquired by $2,750,000.
  
                                         6
  
  <PAGE>
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  In connection with this acquisition, the Company utilized 4.0 million Canadian
  dollars (or approximately $2,960,000) from its line of credit at the floating
  overnight borrowing rate of the bank.
  
  NOTE C - DEBT
  
  The composition of long term debt and other obligations as of June 30, 1996,
  including the acquisition debt and the line of credit borrowings reflects the
  $2,960,000 borrowing in connection with the acquisition of People Tech, offset
  primarily by adjustments to existing acquisition debt.
  
  NOTE D - GEOGRAPHIC SEGMENTS
  
  Summarized operations of each of the Company's geographic segments in the
  aggregate as of June 30, 1996 and 1995 and for the six month periods then ended
  are as follows:
                                        (Dollars in Thousands)
          1996                   US        Canada      Europe       Total
  
  Identifiable assets         $59,312     $ 6,605     $ 6,055     $71,972
                              =======     =======     =======     =======
  
  Revenue                     $53,863     $ 5,539     $ 5,682     $65,084
                              =======     =======     =======     =======
  
  Operating income            $ 8,165     $     9     $   281     $ 8,455
                              =======     =======     =======     =======
  Depreciation and
  amortization                $ 1,929     $   179     $   226     $ 2,334
                              =======     =======     =======     =======
  
  Capital expenditures        $ 2,037     $    52     $    70     $ 2,159
                              =======     =======     =======     =======
  
  
          1995                   US        Canada      Europe       Total
  
  Identifiable assets         $46,454     $ 2,351     $ 7,498     $56,303
                              =======     =======     =======     =======
  
  Revenue                     $48,692     $ 3,412     $ 3,919     $56,023
                              =======     =======     =======     =======
  
  Operating income (loss)     $ 5,309     $   968     $(161 )     $ 6,116
                              =======     =======     =======     =======
  
  Depreciation and
  amortization                $ 1,876     $    85     $   142     $ 2,103
                              =======     =======     =======     =======
  
  Capital expenditures        $ 1,252     $    49     $    85     $ 1,386
                              =======     =======     =======     =======
  
                                         7
  
  <PAGE>
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE E-  STOCKHOLDERS' EQUITY
  
  Effective January 1, 1996, the Company awarded 29,250 shares of restricted stock
  to its Executive Officers, pursuant to its 1993 Stock Incentive Plan.
  Approximately $430,000 related to these shares and a 1995 grant, was charged to
  general sales, consulting and administration expenses during the six months
  ended June 30, 1996.
  
  On May 9, 1996, the Board of Directors approved the creation of the Company's
  Employee Stock Purchase Plan, effective July 1, 1996, thereby authorizing the
  issuance of 150,000 shares of the Company's common stock.
  
  Stock option activity for the six month period ended June 30, 1996 is summarized
  as follows:
  
    Outstanding at January 1, 1996                                1,274,534
    Granted at $15.17 - $24.33 per share                            258,300
    Canceled or expired during the period                            (5,250)
    Exercised during the period                                    (301,289)
                                                                  ---------
    Outstanding at June 30, 1996                                  1,226,295
                                                                  =========
  
   PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                                RESULTS OF OPERATIONS
  
  Results of Operations
  
  For the quarter ended June 30, 1996, revenue generated by Company Offices
  increased 14% or $3,981,000 over the corresponding quarter in 1995. Revenue
  generated by Company Offices increased 17% or $8,919,000 for the six months
  ended June 30, 1996 over the same period in 1995. This increase was due to
  revenue growth in existing Company Offices and the acquisitions made since the
  first quarter of 1995 which included LM&P, the Company's former Providence
  Affiliate and People Tech. Revenue from these acquisitions totaled approximately
  one third of the total revenue increase for the quarter ended June 30, 1996 and
  $3,906,000 or 44% of the total revenue increase for the six months ended June
  30, 1996. For both the three and six month periods ended June 30, 1996, Company
  Office revenue, on a same Office basis, increased approximately 9% over the
  corresponding periods in 1995.
  
  Affiliate royalties increased 2% or $21,000, for the quarter ended June 30, 1996
  from the corresponding quarter in 1995 and 7% or $142,000 for the six months
  ended June 30, 1996 from the corresponding prior period. Same office growth in
  Affiliate royalties was approximately 9% and 14% for the three and six months
  ended June 30, 1996, respectively. This same office growth was the result of
  increased market penetration particularly in the Southeast and North Central
  regions in the United States, offset by reduced royalties resulting from the
  
                                         8
  
  <PAGE>
  
                        MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                     (Continued)
  
  acquisition of the Providence Affiliate. Revenue from the Providence office is
  reflected as Company Office revenue subsequent to the acquisition.
  
  Company Office expenses in the aggregate increased 11% or $2,419,000 for the
  quarter ended June 30, 1996 and 14% or $5,887,000 for the six months ended June
  30, 1996 over the corresponding periods in 1995. Company Office expenses in the
  aggregate decreased as a percentage of revenue for both the quarter and six
  month period ended June 30, 1996. Aggregate Company Office margins were 22% for
  both the quarter and six months ended June 30, 1996, versus 20% for both
  corresponding periods in the prior year. The improvement is a reflection of
  enhanced pricing and certain operating efficiencies in the core business, partly
  offset by a loss in the Company's People Tech consulting business.
  
  General sales, consulting and administration expense increased 9% or $310,000
  for the second quarter and 13% or $835,000 for the six months ended June 30,
  1996 over the corresponding periods in 1995. These increases were primarily due
  to continued investments made in technology and the development of the Company's
  consulting business, as well as charges relating to the issuance of restricted
  stock in January 1995 and 1996. Despite these increases, the total expenses in
  this category as a percentage of revenue remained at 11% for both the quarter
  and six months ended June 30, 1996, as compared to 12% for both corresponding
  periods in 1995.
  
  For the quarter ended June 30, 1996, income before income taxes increased 41%,
  over the corresponding quarter in 1995, to $4,384,000. For the six months ended
  June 30, 1996, income before income taxes also increased 41%, over the
  corresponding period in the prior year, to $8,378,000. These increases resulted
  principally from the combination of greater Company Office revenue and improved
  efficiencies in aggregate Company Offices.
  
  The Company's effective tax rate for the quarter ended June 30, 1996 was
  approximately 41% compared to approximately 40% for the same quarter in 1995.
  This increase resulted primarily from the operating loss incurred by People
  Tech, as well as higher effective rates at the state level. The Company's
  effective tax rate was approximately 40% for both the six months ended June 30,
  1996 and 1995.
  
  Capital Resources and Liquidity
  
  At June 30, 1996 and December 31, 1995, the Company had cash and cash
  equivalents of $13,776,000 and $8,965,000, respectively. The improvement in cash
  and cash equivalents and working capital were a result of improved accounts
  receivable collections, increased net income and proceeds from stock issuances,
  offsetting payments of debt and increased purchases of property and equipment.
  
  Net cash utilized by investing activities amounted to $2,328,000 and $3,436,000
  for the six months ended June 30, 1996 and 1995, respectively. The Company has
  strategically made acquisitions and invested in purchases of equipment and
  technology to meet the needs of its expanding operations and to enhance its
  operating efficiency. In 1996 and 1995, the Company acquired the assets and/or
  outstanding stock of four consulting firms, including People Tech, for a
  combination of cash and non-cash items,
  
                                         9
  
  <PAGE>
  
                        MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                     (Continued)
  
  including assumption of incomplete consulting contracts, future defined
  incentives and other considerations. The Company anticipates that ongoing cash
  flow and working capital will be sufficient to fund these incentive payments as
  they become due.
  
  Net cash utilized by financing activities amounted to $1,322,000 and $824,000
  for the six months ended June 30, 1996 and 1995, respectively. The activity
  during 1996 and 1995 were payments on the Company's borrowings and defined
  incentives for acquisitions made in previous years, as discussed above, in
  excess of proceeds from stock issuances.
  
  In addition to cash flow provided by operations, the Company has borrowing
  facilities to provide for increased working capital needs as well as to make
  funds available for future acquisition opportunities. The Company's total
  borrowing capacity has increased from $10,000,000 to $15,000,000 through its
  Revolving Credit Agreement with its primary bank and a second lender. During
  1996, the Company completed the acquisition of People Tech, utilizing 4.0
  million Canadian dollars (approximately $2,960,000) from its revolving credit
  facility at the floating overnight borrowing rate of the bank, all of which
  remains outstanding at June 30, 1996.
  
  The Company anticipates that its cash and working capital will be sufficient to
  service its existing debt and maintain Company operations at current levels for
  the foreseeable future. The Company will continue to consider expansion
  opportunities as they arise, although the economics, strategic implications and
  other circumstances justifying the expansion will be key factors in determining
  the amount and type of resources the Company will devote to further expansion.
  
  
  PART II - OTHER INFORMATION
  
  Items 1, 2, 3, and 5 were not applicable in the period ended June 30, 1996.
  
  Item 4.   Submission of Matters to a Vote of Security Holders
            The Company held its annual meeting of shareholders on May 9, 1996. At
            the meeting, ten of the nominees for the election of directors, being
            Frank P. Louchheim, Richard J. Pinola, Joseph T. Smith, Larry A.
            Evans, Nancy N. Geffner, John R. Bourbeau, Raymond B. Langton, Rebecca
            J. Maddox, Catherine Y. Selleck and Marti D. Smye were elected as
            directors. The amendment of the Right Management Consultants, Inc.
            1993 Stock Incentive Plan, the adoption of the Right Management
            Consultants, Inc. 1996 Employee Stock Purchase Plan, and the
            ratification of the selection by the Board of Directors of Arthur
            Andersen LLP as the Company's independent public accountants for the
            current fiscal year were approved.
  
                                         10
  
  <PAGE>
  
  
  
  
  Item 6.   Exhibits and Reports on Form 8-K
  
            a.   Exhibits:
  
                 11   - Consolidated Earnings per Share Calculation
  
                 27   - Financial Data Schedule *
  
            b.   No reports on Form 8-K were filed during the period for which
                 this Report is filed.
  
       * - Filed in electronic form only.
  
  
            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                    August 14, 1996
                   Richard J. Pinola                        Date
                   Chairman of the Board and Chief Executive Officer
  
            BY:\S\ G. LEE BOHS                          August 14, 1996
                    G. Lee Bohs                             Date
                    Chief Financial Officer and Principal Accounting 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 June 30, 1996
  
                                         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 July 31, 1996:
  
      Common Stock, $0.01 par value                            6,549,811
              Class                                         Number of Shares
  Right Management Consultants, Inc.
                             Consolidated Balance Sheets
                      (Dollars in Thousands Except Share Data)
  June 30,     December 31,
                                                                               1996           1995
                                                                           (Unaudited)
                                                Assets
  Current Assets:
    Cash and cash equivalents                                                 $ 13,776      $  8,965
    Accounts receivable, trade, net of allowance for doubtful accounts
      of $787 and $754 in 1996 and 1995, respectively                           19,457        16,918
    Royalties and fees receivable from Affiliates                                4,364         4,303
    Note receivable                                                                233           233
    Prepaid expenses and income taxes                                            3,048         1,360
    Deferred income taxes                                                          620           600
                                                                              --------      --------
         Total current assets                                                   41,498        32,379
                                                                              --------      --------
  
  Property and equipment, less accumulated depreciation of
    $11,342 and $9,518 in 1996 and 1995, respectively                            8,619         7,447
                                                                              --------      --------
  
  Other Assets:
    Intangible assets, less accumulated amortization of $8,237 and $6,657
     in 1996 and 1995, respectively                                             19,146        17,824
    Deferred income taxes                                                        1,211         1,221
    Note receivable                                                                 59           146
    Other                                                                        1,439         1,214
                                                                              --------      --------
                                                                                21,855        20,405
                                                                              --------      --------
         Total Assets                                                         $ 71,972      $ 60,231
                                                                              ========      ========
  
                                 Liabilities and Stockholders' Equity
  
  Current Liabilities:
    Line of credit                                                             $ 2,960       $ 1,325
    Current portion of long-term debt and other obligations                      2,440         2,227
    Accounts payable                                                             3,859         3,643
    Commissions payable                                                          1,521         2,735
    Accrued incentive compensation and benefits                                  3,893         3,543
    Accrued redundancy costs                                                        75           115
    Other accrued expenses                                                       4,264         2,222
    Deferred income                                                              5,157         3,435
                                                                              --------      --------
         Total current liabilities                                              24,169        19,245
  
  Long-term debt and other obligations                                           3,680         5,741
                                                                              --------      --------
  Deferred compensation                                                          1,868         1,619
                                                                              --------      --------
  
  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;
      6,801,263 shares issued in 1996; 4,313,816 shares 
      issued in 1995                                                                68            43
    Additional paid-in capital                                                  11,196         7,655
    Retained earnings                                                           31,642        26,636
    Cumulative translation adjustment                                             (134)         (191)
                                                                              --------      --------
                                                                                42,772        34,143
    Less treasury stock, at cost, 252,952 shares                                  (517)         (517)
                                                                              --------      --------
                                                                                42,255        33,626
                                                                              --------      --------
         Total Liabilities and Stockholders' Equity                           $ 71,972      $ 60,231
                                                                              ========      ========
  The  accompanying  notes are an integral  part of these  consolidated  financial
  statements
  
                                         2
  Right Management Consultants, Inc.
                          Consolidated Statements of Income
                      (Dollars in Thousands Except Share Data)
  
                                                          Three months ended
                                                              June 30,
  
                                                        1996             1995 
                                                    (Unaudited)      (Unaudited)
  Revenue:
  Company Office revenue                            $    31,590      $    27,609
  Affiliate royalties                                     1,031            1,010
                                                    -----------      -----------
  
  Total revenue                                          32,621           28,619
  
  Costs and expenses:
  
  Consultants' compensation                              11,363           10,241
  Company Office sales and consulting support             2,038            1,904
  Company Office administration                          11,158            9,995
  General sales, consulting and administration            3,620            3,310
                                                    -----------      -----------
  
                                                         28,179           25,450
                                                    -----------      -----------
  
  Income from operations                                  4,442            3,169
  
  Other income (expense):
  
  Interest income                                           105               75
  Interest expense                                         (163)            (136)
                                                    -----------      -----------
                                                            (58)             (61)
                                                    -----------      -----------
  Income before income taxes                              4,384            3,108
  
  Provision for income taxes                              1,787            1,229
                                                    -----------      -----------
  Net income                                        $     2,597      $     1,879
                                                    ===========      ===========
  Earnings per share:
  Net income                                        $      0.38      $      0.30
                                                    ===========      ===========
  
  Weighted average number of shares outstanding       6,809,000        6,237,000
                                                    ===========      ===========
  
  The  accompanying  notes are an integral  part of these  consolidated  financial
  statements
  
                                         3
  Right Management Consultants, Inc.
                          Consolidated Statements of Income
                      (Dollars in Thousands Except Share Data)
  Six months ended
                                                                June 30,
                                                         1996               1995
                                                     (Unaudited)        (Unaudited)
  Revenue:
  
  Company Office revenue                            $    62,807           53,888
  Affiliate royalties                                     2,277            2,135
                                                    -----------           ------
  
  Total revenue                                          65,084           56,023
  
  Costs and expenses:
  
  Consultants' compensation                              22,208           19,731
  Company Office sales and consulting support             4,549            3,989
  Company Office administration                          22,524           19,674
  General sales, consulting and administration            7,348            6,513
                                                    -----------           ------
  
                                                         56,629           49,907
                                                    -----------           ------
  
  Income from operations                                  8,455            6,116
  
  Other income (expense):
  
  Interest income                                           258              173
  Interest expense                                         (335)            (332)
                                                    -----------           ------
  
                                                            (77)            (159)
                                                    -----------           ------
  
  Income before income taxes                              8,378            5,957
  
  Provision for income taxes                              3,372            2,356
                                                    -----------           ------
  
  Net income                                        $     5,006        $   3,601
                                                    ===========        =========
  
  Earnings per share:
  
  Net income                                        $      0.75        $    0.58
                                                    ===========        =========
  
  Weighted average number of shares outstanding       6,720,000        6,209,000
                                                      =========        =========
  The  accompanying  notes are an integral  part of these  consolidated  financial
  statements
  
                                         4
  Right Management Consultants, Inc.
                        Consolidated Statements of Cash Flows
                               (Dollars in Thousands)
  Six Months ended June 30,
  
                                                                         1996           1995 
                                                                     (Unaudited)    (Unaudited)
  Operating Activities:
    Net income                                                        $  5,006      $  3,601
    Adjustments to reconcile net income to net cash
      provided (utilized) by operating activities:
        Depreciation and amortization                                    2,334         2,103
        Deferred income taxes                                              (10)         (537)
        Compensation from restricted stock agreements                      430            70
        Tax benefit from the exercise of stock options                   1,919            36
        Other non-cash charges                                             275           184
        Revenue recognized for assumption of incomplete contracts           --          (172)
        Provision for doubtful accounts                                    150           250
        Changes in operating accounts:
          Accounts receivable, trade and from Affiliates                (1,498)       (4,005)
          Prepaid expenses and other assets                             (1,792)          (53)
          Accounts payable and accrued expenses                          1,562        (3,863)
          Commissions payable                                           (1,213)          605
          Deferred income                                                1,318         1,257
                                                                      --------      --------
  
    Net cash provided (utilized) by operating activities                 8,481          (524)
  
  Investing Activities:
    Purchase of property and equipment                                  (2,159)       (1,386)
    Net cash paid for acquisitions                                        (169)       (2,050)
                                                                      --------      --------
  
    Net cash utilized by investing activities                           (2,328)       (3,436)
  
  Financing Activities:
    Payment of long-term debt and other obligations                     (2,539)         (985)
    Proceeds from stock issuances                                        1,217           161
                                                                      --------      --------
  
    Net cash utilized by financing activities                           (1,322)         (824)
  
  Effect of exchange rate changes on cash and
   cash equivalents                                                        (20)           48
                                                                      --------      --------
  
  Increase (decrease) in cash and cash equivalents                       4,811        (4,736)
  
  Cash and cash equivalents, beginning of year                           8,965         9,156
                                                                      --------      --------
  
  Cash and cash equivalents, end of period                            $ 13,776      $  4,420
                                                                      ========      ========
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                       $    223      $    247
                                                                      ========      ========
  
       Income taxes                                                   $  3,030      $  3,056
                                                                      ========      ========
  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 six months ended June
  30, 1996 are not necessarily indicative of the results that may be expected for
  the year ending December 31, 1996. Certain amounts have been reclassified in the
  1995 Consolidated Statement of Income and Consolidated Statement of Cash Flows
  to conform with the 1996 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, 1995.
  
  On September 20, 1995, the Board of Directors declared a three-for-two split of
  the Company's common stock, effective November 10, 1995 for shareholders of
  record on October 27, 1995. On June 27, 1996, the Board of Directors declared a
  second three-for-two split of the Company's common stock, effective July 26,
  1996 for shareholders of record on July 12, 1996. The stated par value per share
  of common stock was not changed from its existing amount of $.01 per share for
  both stock splits. All share and per share data presented in the financial
  statements herein have been restated to retroactively reflect both stock splits.
  
  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
  
  Effective March 1,1996, the Company acquired the outstanding stock of People
  Tech Consulting, Inc. ("People Tech"), located in Toronto, Canada. This
  transaction has been accounted for using the purchase method. The aggregate
  purchase price of the acquisition was approximately $2,960,000, including the
  costs of acquisition. The purchase price exceeded the fair value of the assets
  acquired by $2,750,000.
  
                                         6
  RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  In connection with this acquisition, the Company utilized 4.0 million Canadian
  dollars (or approximately $2,960,000) from its line of credit at the floating
  overnight borrowing rate of the bank.
  
  NOTE C - DEBT
  
  The composition of long term debt and other obligations as of June 30, 1996,
  including the acquisition debt and the line of credit borrowings reflects the
  $2,960,000 borrowing in connection with the acquisition of People Tech, offset
  primarily by adjustments to existing acquisition debt.
  
  NOTE D - GEOGRAPHIC SEGMENTS
  
  Summarized operations of each of the Company's geographic segments in the
  aggregate as of June 30, 1996 and 1995 and for the six month periods then ended
  are as follows:
                                        (Dollars in Thousands)
          1996                   US        Canada      Europe       Total
  
  Identifiable assets         $59,312     $ 6,605     $ 6,055     $71,972
                              =======     =======     =======     =======
  
  Revenue                     $53,863     $ 5,539     $ 5,682     $65,084
                              =======     =======     =======     =======
  
  Operating income            $ 8,165     $     9     $   281     $ 8,455
                              =======     =======     =======     =======
  Depreciation and
  amortization                $ 1,929     $   179     $   226     $ 2,334
                              =======     =======     =======     =======
  
  Capital expenditures        $ 2,037     $    52     $    70     $ 2,159
                              =======     =======     =======     =======
  
          1995                   US        Canada      Europe       Total
  
  Identifiable assets         $46,454     $ 2,351     $ 7,498     $56,303
                              =======     =======     =======     =======
  
  Revenue                     $48,692     $ 3,412     $ 3,919     $56,023
                              =======     =======     =======     =======
  
  Operating income (loss)     $ 5,309     $   968     $(161 )     $ 6,116
                              =======     =======     =======     =======
  
  Depreciation and
  amortization                $ 1,876     $    85     $   142     $ 2,103
                              =======     =======     =======     =======
  
  Capital expenditures        $ 1,252     $    49     $    85     $ 1,386
                              =======     =======     =======     =======
  
                                         7
  RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE E-  STOCKHOLDERS' EQUITY
  
  Effective January 1, 1996, the Company awarded 29,250 shares of restricted stock
  to its Executive Officers, pursuant to its 1993 Stock Incentive Plan.
  Approximately $430,000 related to these shares and a 1995 grant, was charged to
  general sales, consulting and administration expenses during the six months
  ended June 30, 1996.
  
  On May 9, 1996, the Board of Directors approved the creation of the Company's
  Employee Stock Purchase Plan, effective July 1, 1996, thereby authorizing the
  issuance of 150,000 shares of the Company's common stock.
  
  Stock option activity for the six month period ended June 30, 1996 is summarized
  as follows:
  
    Outstanding at January 1, 1996                                1,274,534
    Granted at $15.17 - $24.33 per share                            258,300
    Canceled or expired during the period                            (5,250)
    Exercised during the period                                    (301,289)
                                                                  ---------
    Outstanding at June 30, 1996                                  1,226,295
                                                                  =========
  
   PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                                RESULTS OF OPERATIONS
  
  Results of Operations
  
  For the quarter ended June 30, 1996, revenue generated by Company Offices
  increased 14% or $3,981,000 over the corresponding quarter in 1995. Revenue
  generated by Company Offices increased 17% or $8,919,000 for the six months
  ended June 30, 1996 over the same period in 1995. This increase was due to
  revenue growth in existing Company Offices and the acquisitions made since the
  first quarter of 1995 which included LM&P, the Company's former Providence
  Affiliate and People Tech. Revenue from these acquisitions totaled approximately
  one third of the total revenue increase for the quarter ended June 30, 1996 and
  $3,906,000 or 44% of the total revenue increase for the six months ended June
  30, 1996. For both the three and six month periods ended June 30, 1996, Company
  Office revenue, on a same Office basis, increased approximately 9% over the
  corresponding periods in 1995.
  
  Affiliate royalties increased 2% or $21,000, for the quarter ended June 30, 1996
  from the corresponding quarter in 1995 and 7% or $142,000 for the six months
  ended June 30, 1996 from the corresponding prior period. Same office growth in
  Affiliate royalties was approximately 9% and 14% for the three and six months
  ended June 30, 1996, respectively. This same office growth was the result of
  increased market penetration particularly in the Southeast and North Central
  regions in the United States, offset by reduced royalties resulting from the
  
                                         8
  MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                     (Continued)
  
  acquisition of the Providence Affiliate. Revenue from the Providence office is
  reflected as Company Office revenue subsequent to the acquisition.
  
  Company Office expenses in the aggregate increased 11% or $2,419,000 for the
  quarter ended June 30, 1996 and 14% or $5,887,000 for the six months ended June
  30, 1996 over the corresponding periods in 1995. Company Office expenses in the
  aggregate decreased as a percentage of revenue for both the quarter and six
  month period ended June 30, 1996. Aggregate Company Office margins were 22% for
  both the quarter and six months ended June 30, 1996, versus 20% for both
  corresponding periods in the prior year. The improvement is a reflection of
  enhanced pricing and certain operating efficiencies in the core business, partly
  offset by a loss in the Company's People Tech consulting business.
  
  General sales, consulting and administration expense increased 9% or $310,000
  for the second quarter and 13% or $835,000 for the six months ended June 30,
  1996 over the corresponding periods in 1995. These increases were primarily due
  to continued investments made in technology and the development of the Company's
  consulting business, as well as charges relating to the issuance of restricted
  stock in January 1995 and 1996. Despite these increases, the total expenses in
  this category as a percentage of revenue remained at 11% for both the quarter
  and six months ended June 30, 1996, as compared to 12% for both corresponding
  periods in 1995.
  
  For the quarter ended June 30, 1996, income before income taxes increased 41%,
  over the corresponding quarter in 1995, to $4,384,000. For the six months ended
  June 30, 1996, income before income taxes also increased 41%, over the
  corresponding period in the prior year, to $8,378,000. These increases resulted
  principally from the combination of greater Company Office revenue and improved
  efficiencies in aggregate Company Offices.
  
  The Company's effective tax rate for the quarter ended June 30, 1996 was
  approximately 41% compared to approximately 40% for the same quarter in 1995.
  This increase resulted primarily from the operating loss incurred by People
  Tech, as well as higher effective rates at the state level. The Company's
  effective tax rate was approximately 40% for both the six months ended June 30,
  1996 and 1995.
  
  Capital Resources and Liquidity
  
  At June 30, 1996 and December 31, 1995, the Company had cash and cash
  equivalents of $13,776,000 and $8,965,000, respectively. The improvement in cash
  and cash equivalents and working capital were a result of improved accounts
  receivable collections, increased net income and proceeds from stock issuances,
  offsetting payments of debt and increased purchases of property and equipment.
  
  Net cash utilized by investing activities amounted to $2,328,000 and $3,436,000
  for the six months ended June 30, 1996 and 1995, respectively. The Company has
  strategically made acquisitions and invested in purchases of equipment and
  technology to meet the needs of its expanding operations and to enhance its
  operating efficiency. In 1996 and 1995, the Company acquired the assets and/or
  outstanding stock of four consulting firms, including People Tech, for a
  combination of cash and non-cash items,
  
                                         9
  MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                     (Continued)
  
  including assumption of incomplete consulting contracts, future defined
  incentives and other considerations. The Company anticipates that ongoing cash
  flow and working capital will be sufficient to fund these incentive payments as
  they become due.
  
  Net cash utilized by financing activities amounted to $1,322,000 and $824,000
  for the six months ended June 30, 1996 and 1995, respectively. The activity
  during 1996 and 1995 were payments on the Company's borrowings and defined
  incentives for acquisitions made in previous years, as discussed above, in
  excess of proceeds from stock issuances.
  
  In addition to cash flow provided by operations, the Company has borrowing
  facilities to provide for increased working capital needs as well as to make
  funds available for future acquisition opportunities. The Company's total
  borrowing capacity has increased from $10,000,000 to $15,000,000 through its
  Revolving Credit Agreement with its primary bank and a second lender. During
  1996, the Company completed the acquisition of People Tech, utilizing 4.0
  million Canadian dollars (approximately $2,960,000) from its revolving credit
  facility at the floating overnight borrowing rate of the bank, all of which
  remains outstanding at June 30, 1996.
  
  The Company anticipates that its cash and working capital will be sufficient to
  service its existing debt and maintain Company operations at current levels for
  the foreseeable future. The Company will continue to consider expansion
  opportunities as they arise, although the economics, strategic implications and
  other circumstances justifying the expansion will be key factors in determining
  the amount and type of resources the Company will devote to further expansion.
  
  PART II - OTHER INFORMATION
  
  Items 1, 2, 3, and 5 were not applicable in the period ended June 30, 1996.
  
  Item 4.   Submission of Matters to a Vote of Security Holders
            The Company held its annual meeting of shareholders on May 9, 1996. At
            the meeting, ten of the nominees for the election of directors, being
            Frank P. Louchheim, Richard J. Pinola, Joseph T. Smith, Larry A.
            Evans, Nancy N. Geffner, John R. Bourbeau, Raymond B. Langton, Rebecca
            J. Maddox, Catherine Y. Selleck and Marti D. Smye were elected as
            directors. The amendment of the Right Management Consultants, Inc.
            1993 Stock Incentive Plan, the adoption of the Right Management
            Consultants, Inc. 1996 Employee Stock Purchase Plan, and the
            ratification of the selection by the Board of Directors of Arthur
            Andersen LLP as the Company's independent public accountants for the
            current fiscal year were approved.
  
                                         10
  Item 6.   Exhibits and Reports on Form 8-K
  
            a.   Exhibits:
  
                 11   - Consolidated Earnings per Share Calculation
  
                 27   - Financial Data Schedule *
  
            b.   No reports on Form 8-K were filed during the period for which
                 this Report is filed.
  
       * - Filed in electronic form only.
  
            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                    August 14, 1996
                   Richard J. Pinola                        Date
                   Chairman of the Board and Chief Executive Officer
  
            BY:\S\ G. LEE BOHS                          August 14, 1996
                    G. Lee Bohs                             Date
                    Chief Financial Officer and Principal Accounting Officer
  
                                         11