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     March 31,1998
  
                                         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 April 30, 1998:
  
           Common Stock, $0.01 par value                     6,732,058
                        Class                             Number of Shares
  <PAGE>
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                        Condensed Consolidated Balance Sheets
                      (Dollars in Thousands Except Share Data)
  
  <TABLE>
  <CAPTION>
                                                                                       March 31,      December 31,
                                                                                         1998             1997
                                                                                      (Unaudited)
                                       Assets
  Current Assets:
  <S>                                                                                   <C>              <C>    
  Cash and cash equivalents                                                             $ 6,628          $ 7,583
  Accounts receivable, trade, net of allowance for doubtful accounts
      of $741 and $663 in 1998 and 1997, respectively                                    29,920           21,888
  Royalties and fees receivable from Affiliates                                           3,128            2,511
  Other current assets                                                                    3,574            2,755
                                                                                     -----------      -----------
         Total current assets                                                            43,250           34,737
  
  Property and equipment, net of accumulated depreciation of $18,129
     and $16,931 in 1998 and 1997, respectively                                          13,928           13,342
  
  Intangible assets, net of accumulated amortization of $11,351 and
      $10,702 in 1998 and 1997, respectively                                             33,510           30,703
  Other noncurrent assets                                                                 2,668            2,922
                                                                                     -----------      -----------
         Total Assets                                                                  $ 93,356         $ 81,704
                                                                                     ===========      ===========
  
                        Liabilities and Shareholders' Equity
  Current Liabilities:
  Current portion of long-term debt and other obligations                               $ 4,954          $ 3,943
  Accounts and commissions payable                                                        8,332            6,082
  Accrued expenses                                                                        7,887            6,294
  Deferred income                                                                         6,091            2,927
                                                                                     -----------      -----------
         Total current liabilities                                                       27,264           19,246
                                                                                     -----------      -----------
  
  Long-term debt and other obligations                                                   10,860            8,775
                                                                                     -----------      -----------
  
  Deferred compensation                                                                   1,614            1,822
                                                                                     -----------      -----------
  
  Minority interest in subsidiary                                                         1,441            1,411
                                                                                     -----------      -----------
  
  Shareholders' 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;
      7,103,582 and 7,084,104 shares issued in 1998 and 1997, respectively                   71               71
  Additional paid-in capital                                                             14,669           14,492
  Retained earnings                                                                      39,826           38,363
  Accumulated total comprehensive income                                                   (493)            (580)
                                                                                     -----------      -----------
                                                                                         54,073           52,346
  Less treasury stock, at cost, 380,452 shares                                           (1,896)          (1,896)
                                                                                     -----------      -----------
         Total shareholders' equity                                                      52,177           50,450
                                                                                     -----------      -----------
         Total Liabilities and Shareholders' Equity                                    $ 93,356         $ 81,704
                                                                                     ===========      ===========
  </TABLE>
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                         1
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                    Condensed Consolidated Statements of Income
          (Dollars and Shares in Thousands Except Earnings per Share Data)
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                  Three Months Ended March 31,
                                                                                     1998               1997
                                                                                     -----              ----
  Revenue:
  <S>                                                                              <C>                <C>     
  Company office revenue                                                           $ 37,233           $ 28,990
  Affiliate royalties                                                                 1,040              1,055
                                                                             ---------------    ---------------
  
  Total revenue                                                                      38,273             30,045
                                                                             ---------------    ---------------
  
  Expenses:
  Consultants' compensation                                                          15,800             12,786
  Office sales and consulting support                                                 2,289              1,579
  Office administration                                                              13,159             10,895
  General sales and administration                                                    4,179              3,044
  Restructuring costs (Note B)                                                            -                630
                                                                             ---------------    ---------------
  
  Total expenses                                                                     35,427             28,934
                                                                             ---------------    ---------------
  
  Income from operations                                                              2,846              1,111
  
  Interest income (expense), net                                                       (237)                94
                                                                             ---------------    ---------------
  
  Income before income taxes                                                          2,609              1,205
  
  Provision for income taxes                                                          1,116                481
  
  Minority interest in net income of subsidiary                                          30                  -
                                                                             ---------------    ---------------
  
  Net income                                                                        $ 1,463              $ 724
                                                                             ===============    ===============
  
  Basic earnings per share                                                           $ 0.22             $ 0.11
                                                                             ===============    ===============
  
  Diluted earnings per share                                                         $ 0.22             $ 0.11
                                                                             ===============    ===============
  
  Basic weighted average number of shares outstanding                                 6,695              6,516
                                                                             ===============    ===============
  
  Diluted weighted average number of shares outstanding                               6,778              6,870
                                                                             ===============    ===============
  </TABLE>
  
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                         2
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                  Condensed Consolidated Statements of Cash Flows
                               (Dollars in Thousands)
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                Three Months Ended March 31,
                                                                     1998          1997
  <S>                                                              <C>             <C> 
  Operating Activities:
    Net income                                                     $1,463          $724
    Adjustments to reconcile net income to net cash
      provided by (utilized for) operating activities:
        Depreciation and amortization                               1,866         1,427
        Deferred income taxes                                         423            --
        Restricted stock compensation                                  --          (470)
        Restructuring costs (Note B)                                   --           630
        Minority interest in net income of subsidiary                  30            --
        Provision for doubtful accounts                               120            75
        Other non-cash items                                          254          (320)
        Changes in operating accounts:
            (Increase) in operating assets                         (9,859)       (2,743)
            Increase (decrease) in operating liabilities            6,961        (5,528)
                                                                 --------      --------
  
    Net cash provided by (utilized for) operating activities        1,258        (6,205)
                                                                 --------      --------
  
  Investing Activities:
    Purchase of property and equipment                             (1,742)         (796)
    Cash paid for acquisitions                                     (3,748)       (3,195)
                                                                 --------      --------
  
    Net cash utilized for investing activities                     (5,490)       (3,991)
                                                                 --------      --------
  
  Financing Activities:
    Borrowings under revolving credit facility                      3,600            --
    Payment of long-term debt and other obligations                  (500)         (218)
    Proceeds from stock issuances                                     177           738
                                                                 --------      --------
  
    Net cash provided by financing activities                       3,277           520
                                                                 --------      --------
  
  Decrease in cash and cash equivalents                              (955)       (9,676)
  
  Cash and cash equivalents, beginning of period                    7,583        18,055
                                                                 --------      --------
  
  Cash and cash equivalents, end of period                         $6,628        $8,379
                                                                 ========      ========
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                      $237           $96
                                                                 ========      ========
  
       Income taxes                                                  $571        $1,606
                                                                 ========      ========
  </TABLE>
  
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                         3
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
  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 three months ended
  March 31, 1998 are not necessarily indicative of the results that may be
  expected for the year ending December 31, 1998. 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, 1997.
  
  Principles of Consolidation
  
  The consolidated financial statements include the accounts of Right Management
  Consultants, Inc. and its majority-owned subsidiaries. All significant
  intercompany transactions and balances have been eliminated in consolidation.
  
  Comprehensive Income
  
  In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
  of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
  Income" which is effective for financial statements issued for fiscal years
  beginning after December 15, 1997. Comprehensive income is defined as net income
  plus revenues, expenses, gains and losses that, under generally accepted
  accounting principles, are excluded from net income. The Company's comprehensive
  income includes net income and unrealized gains and losses from foreign currency
  translation. Total comprehensive income for the three months ended March 31,
  1998 and 1997 was $1,513,000 and $535,000, respectively.
  
  Reclassifications
  
  Certain 1997 amounts have been reclassified to conform to the 1998 presentation.
  
                                         4
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE B - RESTRUCTURING COSTS
  
  During the first quarter 1997, the Company announced a corporate restructuring.
  The restructuring charge of $630,000 ($380,000 or $0.06 per share, net of taxes)
  was primarily for severance payments related to reductions in employees and
  lease termination costs for the closure of several small "satellite" offices
  with limited future economic benefit to the Company. The Company anticipates
  that all payments for severance and office closures will be completed in 1998.
  
  NOTE C - ACQUISITION AND LICENSING AGREEMENT
  
  Effective January 1, 1998, the Company acquired certain assets and the business
  of Manus Associates ("Manus"), a Stamford, Connecticut human resource consulting
  firm, for a combination of cash and future defined incentives. The Company
  borrowed $3,600,000 from its revolving credit facility in order to complete this
  transaction.
  
  Additionally, effective January 1, 1998, the Company entered into an exclusive
  licensing agreement with The Atlanta Consulting Group ("TACG"), an
  organizational consulting firm located in Atlanta, Georgia. Under this exclusive
  licensing agreement, the Company will sell and deliver TACG's full range of
  products and methodologies and has hired all TACG former employees.
  
  The transactions were accounted for as a purchase. The accompanying consolidated
  financial statements reflect the year to date results from the effective date of
  acquisition for both of the above transactions. For the three months ended March
  31, 1998, the aggregate purchase price for acquisitions was approximately
  $3,748,000, including the costs of acquisitions. The purchase price exceeded the
  fair value of the assets acquired by $3,734,000.
  
  The pro-forma impact of these acquisitions on results of operations, if either
  one of the acquisitions had been consummated at the beginning of each period
  presented, is immaterial to the consolidated financial statements as a whole,
  and has been omitted.
  
  NOTE D - DEBT
  
  In order to reduce the impact of changes in interest rates on the Company's
  floating rate debt under its revolving credit facility, the Company has entered
  into four interest rate swap agreements with an aggregate notional principal at
  March 31, 1998 of $14,817,000 and quarterly payments scheduled over two to five
  years. At March 31, 1998, the Company's interest rates under these interest rate
  swaps range from 6.5% to 7.1%.
  
                                      5
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE D - DEBT (Continued)
  
  The Company uses interest rate swaps to reduce exposure to adverse fluctuations
  in interest rates. While these hedging instruments are subject to fluctuations
  in value, such fluctuations are offset by the change in value of the underlying
  exposures being hedged. The Company is not a party to leveraged derivatives and
  does not hold or issue financial instruments for speculative purposes. The net
  cash paid or received on interest rate swap agreements is recognized as an
  adjustment to interest expense. The impact of the above interest rate swap
  agreements on interest expense has been immaterial to date.
  
  NOTE E - EARNINGS PER SHARE
  
  In 1997, the Company adopted SFAS No. 128, "Earnings per Share". The
  calculations of earnings per share ("EPS") under SFAS No. 128 are detailed
  below.
  
                                                    For the three months
                                                       ended 3/31/98
                                            Income         Shares         EPS
        Basic EPS:
        Net income                        $1,463,000      6,695,000      $0.22
                                                                         =====
        Impact of options                         --         83,000
                                          ----------      ---------    
        Diluted EPS:
        Net income                        $1,463,000      6,778,000      $0.22
                                          ==========      =========      =====
  
  
                                                    For the three months
                                                       ended 3/31/97
                                            Income         Shares         EPS
        Basic EPS:
        Net income                         $ 724,000      6,516,000      $0.11
                                                                         =====
        Impact of options                         --        354,000
                                          ----------      ---------    
        Diluted EPS:
        Net income                         $ 724,000      6,870,000      $0.11
                                           =========      =========      =====
  
  
  For the three months ended March 31, 1998, outstanding options to purchase
  793,464 shares of Company Common Stock at $11.88 to $24.33 were excluded from
  the computation of diluted EPS, as the options' exercise price was greater than
  the average market price of the Common Stock.
  
                                         6
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE F - SEGMENTS
  
  Summarized operations of each of the Company's geographic segments in the
  aggregate as of March 31, 1998 and 1997 and for the three month periods then
  ended are as follows:
  <TABLE>
  <CAPTION>
                                                                                                Asia-
  1998                                         U.S.            Canada           Europe         Pacific        Consolidated
  ----                                         ----            ------           ------         -------        ------------
  <S>                                    <C>              <C>             <C>             <C>                <C>          
  Identifiable assets                    $  74,644,000    $   6,874,000   $   6,645,000   $   5,193,000      $  93,356,000
                                         =============    =============   =============   =============      =============
  
  Total revenue                          $  29,084,000    $   2,695,000   $   3,365,000   $   3,129,000      $  38,273,000
                                         =============    =============   =============   =============      =============
  
  Income from operations (1)             $   1,739,000    $     410,000   $     597,000   $     100,000      $   2,846,000
                                         =============    =============   =============   =============      =============
  
  Depreciation and amortization          $   1,470,000    $     128,000   $     112,000   $     156,000      $   1,866,000
                                         =============    =============   =============   =============      =============
  
  Capital expenditures                   $   1,342,000    $     122,000   $     150,000   $     128,000      $   1,742,000
                                         =============    =============   =============   =============      =============
  
  1997
  Identifiable assets                    $  57,191,000    $   6,759,000   $   5,087,000   $          --      $  69,037,000
                                         =============    =============   =============   =============      =============
  
  Revenue                                $  24,315,000    $   2,607,000   $   3,123,000   $          --      $  30,045,000
                                         =============    =============   =============   =============      =============
  
  Income from operations (1)             $     244,000    $     331,000   $     536,000   $          --      $   1,111,000
                                         =============    =============   =============   =============      =============
  
  Depreciation and amortization          $   1,267,000    $      62,000   $      98,000   $          --      $   1,427,000
                                         =============    =============   =============   =============      =============
  
  Capital expenditures                   $     708,000    $      14,000   $      74,000   $          --      $     796,000
                                         =============    =============   =============   =============      =============
  <FN>
  (1)  The income from operations for the United States segment includes total
       general sales and administration expense reported on the Condensed
       Consolidated Statements of Income.
  </FN>
  </TABLE>
  
  In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
  Enterprise and Related Information" which is effective for financial statements
  issued for fiscal years beginning after December 15, 1997. SFAS No. 131
  establishes standards for reporting financial and descriptive information about
  an enterprise's operating segments in its financial statements. Although this
  statement need not be applied to interim financial statements in the initial
  year of application, expanded comparative information will be required for
  interim periods subsequent to the fiscal year ending December 31, 1998.
  
                                         7
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE G - SUBSEQUENT EVENT
  
  On April 1, 1998, the Company completed its previously announced acquisition of
  a majority interest in Teams International, Inc. ("Teams"), a technology-based
  assessment firm, specializing in 360-degree feedback instruments to support a
  wide spectrum of organizational change initiatives, such as career management,
  leadership training and development, team-building and performance and pay
  management. The transaction was structured as a joint venture, with the Company
  purchasing a 51% interest. As a part of the purchase agreement, the minority
  shareholders of Teams have agreed to provide the Company with options to acquire
  the remaining 49% of the outstanding shares of Teams beginning on April 1, 2001.
  Additionally, the minority shareholders of Teams have the right to require the
  Company to purchase the remaining 49% of the outstanding shares of Teams over a
  three year period beginning on April 1, 2001.
  
  The Company borrowed $2,300,000 from its revolving credit facility in order to
  complete this transaction.
  
  
  
                                         8
  <PAGE>
                                   PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
  
  Results of Operations
  
  For the three months ended March 31, 1998, revenue generated by Company offices
  increased by 28% or $8,243,000 from the corresponding quarter in 1997. This
  increase is due to same office revenue growth of approximately 8%, in addition
  to $6,049,000 in incremental revenues from acquisitions consummated subsequent
  to the first quarter 1997. The same office revenue growth was derived primarily
  from North American operations, as European same office revenues were flat
  compared to the prior year.
  
  For the three months ended March 31, 1998, revenue generated by Company offices
  within the outplacement line of business increased by 18% or $4,933,000. This
  outplacement revenue increase is largely due to $4,727,000 in incremental
  revenues from acquisitions consummated subsequent to the first quarter 1997. In
  addition, the Company experienced greater activity from existing major
  international and national accounts. The Company continues to experience
  compression in the length of career transition programs provided which
  negatively impacts average program fees. The increased activity mentioned above
  was partly offset by reduced program length and price compression.
  
  For the three months ended March 31, 1998, revenue generated by Company offices
  within the human resource consulting line of business increased by 154% or
  $3,310,000. This significant increase in consulting revenues is due to same
  office consulting revenue growth of approximately 93%, in addition to $1,322,000
  in incremental revenues from the consulting acquisitions effective January 1,
  1998 (see Note C to the Condensed Consolidated Financial Statements).
  
  For the three months ended March 31, 1998, Affiliate royalties decreased 1% or
  $15,000 from the corresponding quarter in 1997.
  
  For the three months ended March 31, 1998, total Company office expenses
  increased 24% or $5,988,000 over the corresponding quarter in 1997, excluding
  the 1997 restructuring charge of $630,000 (see Note B to the Condensed
  Consolidated Financial Statements). This increase is due to $5,564,000 in
  incremental costs from acquisitions consummated subsequent to the first quarter
  1997, as well as an increase in office level employee incentives. The Company's
  achievement of certain revenue and operating income targets for the first
  quarter 1998 has triggered this increase in office level incentives.
  
                                         9
  <PAGE>
                                   PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  Aggregate Company office margin, exclusive of the 1997 restructuring charge (see
  Note B to the Condensed Consolidated Financial Statements), was 16% and 13% for
  the first quarter 1998 and 1997, respectively. The increase in margin is
  attributable primarily to the previously mentioned revenue growth, particularly
  in the consulting line of business, partly offset by break-even results in the
  Asia-Pacific segment and increased funding for office level incentives. The
  Asia-Pacific segment's results were negatively impacted by the summer holiday
  period in that geographic region.
  
  For the three months ended March 31, 1998, general sales and administration
  expenses increased by 37% or $1,135,000 over the corresponding period in 1997.
  This increase is due primarily to incentive compensation expense and increased
  amortization charges related to the Company's significant acquisition activity
  during 1997 and early 1998. General sales and administrative expenses as a
  percentage of total revenues were approximately 11% for the first quarter 1998
  versus 10% for the first quarter 1997.
  
  The Company's effective tax rates for the three months ended March 31, 1998 and
  1997 were approximately 43% and 40%, respectively. The increase in the effective
  tax rate is due to a shift in the Company's taxable income to foreign
  jurisdictions with higher tax rates, as well as an increase in the
  non-deductible portion of goodwill amortization and the effect of other
  non-deductible expenses related to the Company's significant acquisition
  activity during 1997.
  
  Capital Resources and Liquidity
  
  At March 31, 1998 and December 31, 1997, the Company had cash and cash
  equivalents of $6,628,000 and $7,583,000, respectively. At March 31, 1998 and
  December 31, 1997, the Company had working capital of $15,986,000 and
  $15,491,000, respectively.
  
  Net cash provided by operating activities amounted to $1,258,000 for the first
  quarter 1998 versus cash utilized for operating activities of $6,205,000 for the
  first quarter 1997. The improvement is the result of increased earnings and a
  general working capital improvement.
  
                                         10
  <PAGE>
                                   PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  Net cash utilized for investing activities amounted to $5,490,000 and $3,991,000
  for the three months ended March 31, 1998 and 1997, respectively. During the
  first quarter 1998, the Company invested significantly in equipment and
  technology to meet the needs of its operations and enhance operating
  efficiencies. Additionally, during the first quarter 1998, the Company acquired
  two human resource consulting firms for a combination of cash and future defined
  incentive payments (see Note C to the Condensed Consolidated Financial
  Statements).
  
  Net cash provided by financing activities amounted to $3,277,000 and $520,000
  for the three months ended March 31, 1998 and 1997, respectively. The net cash
  inflow for 1998 was the result of the $3,600,000 borrowing made to complete the
  Manus acquisition (see Note C to the Condensed Consolidated Financial
  Statements), partly offset by repayments on the Company's borrowings and defined
  incentives for acquisitions made in previous years.
  
  Under its revolving credit facility with its two primary lenders, the Company
  has a $40,000,000 borrowing capacity. The Company had approximately $25,200,000
  available under the revolving credit facility at March 31, 1998. Subsequent to
  the Teams acquisition (see Note G to the Condensed Consolidated Financial
  Statements), the Company had $22,900,000 available under the revolving credit
  facility. The Company plans to utilize the revolving credit facility to assist
  in the financing of future acquisitions as they arise and for other general
  corporate purposes.
  
  The Company anticipates that its cash and working capital will be sufficient to
  service its existing debt, outstanding commitments and to maintain Company
  operations at current levels for the foreseeable future. The Company will
  continue to consider acquisitions and other 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 commit.
  
  Year 2000
  
  The Company has completed a preliminary evaluation of the potential impact of
  the year 2000 and is not able to reasonably quantify the anticipated costs at
  this time. However, the Company clearly expects costs to be incurred addressing
  the year 2000 issue, but does not expect these costs to have a material impact
  on its business, operations, or its financial condition.
  
                                         11
  <PAGE>
                                   PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  Forward Looking Statements
  
  Statements included in this Report on Form 10-Q, including within this
  Management's Discussion and Analysis of Financial Condition and Results of
  Operations which are not historical in nature, are intended to be, and hereby
  are identified as "forward looking statements" for purposes of the safe harbor
  provided by the Private Securities Litigation Reform Act of 1995. The Company
  cautions readers that forward looking statements including without limitation
  those relating to the Company's future business prospects, revenues, working
  capital, liquidity, capital needs, interest costs and income are subject to
  certain risks and uncertainties that could cause actual results to differ
  materially from those indicated in the forward looking statements due to several
  important factors identified from time to time in the Company's reports filed
  with the Securities and Exchange Commission (the "SEC"). The Company hereby
  incorporates by reference the discussion concerning forward looking statements
  set forth in the Management's Discussion and Analysis of Financial Condition and
  Results of Operations section of the Company's Annual Report on Form 10-K for
  the year ended December 31, 1997 filed with the SEC, as well as the risk factors
  identified within the same Annual Report on Form 10-K. Readers of this Report
  are cautioned not to place undue reliance upon these forward looking statements,
  which speak only as of the date hereof. The Company undertakes no obligation to
  publicly release any revisions to these forward looking statements or reflect
  events or circumstances after the date hereof.
  
  PART II - OTHER INFORMATION
  
  Items 1, 2, 3, 4 and 5 were not applicable in the three months ended March 31,
  1998.
  
  Item 6.   Exhibits and Reports on Form 8-K
  
              a. Exhibits:
  
                    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.
  
                                         12
  <PAGE>
  
  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                    May 14, 1998
                      ------------------------                  ------------
                    Richard J. Pinola                             Date
                    Chairman of the Board and Chief Executive Officer
  
                    BY :/S/ G. LEE BOHS                         May 14, 1998
                      ---------------------------------         ------------
                    G. Lee Bohs                                   Date
                    Chief Financial Officer and
                    Principal Accounting Officer
  
  
  
                                         13
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metadata_filer: {"company-data": {"conformed-name": "RIGHT MANAGEMENT CONSULTANTS INC", "cik": "0000802806", "assigned-sic": "8742", "irs-number": "232153729", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-15539", "film-number": "98621215"}, "business-address": {"street1": "1818 MARKET ST", "street2": "14TH FL", "city": "PHILADELPHIA", "state": "PA", "zip": "19103", "phone": "2159881588"}, "mail-address": {"street1": "1818 MARKET STREET", "street2": "14TH FL", "city": "PHILADELPHIA", "state": "PA", "zip": "19103"}}
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     March 31,1998
  
                                         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 April 30, 1998:
  
           Common Stock, $0.01 par value                     6,732,058
                        Class                             Number of Shares
  RIGHT MANAGEMENT CONSULTANTS, INC.
                        Condensed Consolidated Balance Sheets
                      (Dollars in Thousands Except Share Data)
  March 31,      December 31,
                                                                                         1998             1997
                                                                                      (Unaudited)
                                       Assets
  Current Assets:
  Cash and cash equivalents                                                             $ 6,628          $ 7,583
  Accounts receivable, trade, net of allowance for doubtful accounts
      of $741 and $663 in 1998 and 1997, respectively                                    29,920           21,888
  Royalties and fees receivable from Affiliates                                           3,128            2,511
  Other current assets                                                                    3,574            2,755
                                                                                     -----------      -----------
         Total current assets                                                            43,250           34,737
  
  Property and equipment, net of accumulated depreciation of $18,129
     and $16,931 in 1998 and 1997, respectively                                          13,928           13,342
  
  Intangible assets, net of accumulated amortization of $11,351 and
      $10,702 in 1998 and 1997, respectively                                             33,510           30,703
  Other noncurrent assets                                                                 2,668            2,922
                                                                                     -----------      -----------
         Total Assets                                                                  $ 93,356         $ 81,704
                                                                                     ===========      ===========
  
                        Liabilities and Shareholders' Equity
  Current Liabilities:
  Current portion of long-term debt and other obligations                               $ 4,954          $ 3,943
  Accounts and commissions payable                                                        8,332            6,082
  Accrued expenses                                                                        7,887            6,294
  Deferred income                                                                         6,091            2,927
                                                                                     -----------      -----------
         Total current liabilities                                                       27,264           19,246
                                                                                     -----------      -----------
  
  Long-term debt and other obligations                                                   10,860            8,775
                                                                                     -----------      -----------
  
  Deferred compensation                                                                   1,614            1,822
                                                                                     -----------      -----------
  
  Minority interest in subsidiary                                                         1,441            1,411
                                                                                     -----------      -----------
  
  Shareholders' 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;
      7,103,582 and 7,084,104 shares issued in 1998 and 1997, respectively                   71               71
  Additional paid-in capital                                                             14,669           14,492
  Retained earnings                                                                      39,826           38,363
  Accumulated total comprehensive income                                                   (493)            (580)
                                                                                     -----------      -----------
                                                                                         54,073           52,346
  Less treasury stock, at cost, 380,452 shares                                           (1,896)          (1,896)
                                                                                     -----------      -----------
         Total shareholders' equity                                                      52,177           50,450
                                                                                     -----------      -----------
         Total Liabilities and Shareholders' Equity                                    $ 93,356         $ 81,704
                                                                                     ===========      ===========
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                         1
  RIGHT MANAGEMENT CONSULTANTS, INC.
                    Condensed Consolidated Statements of Income
          (Dollars and Shares in Thousands Except Earnings per Share Data)
                                     (Unaudited)
  Three Months Ended March 31,
                                                                                     1998               1997
                                                                                     -----              ----
  Revenue:
  Company office revenue                                                           $ 37,233           $ 28,990
  Affiliate royalties                                                                 1,040              1,055
                                                                             ---------------    ---------------
  
  Total revenue                                                                      38,273             30,045
                                                                             ---------------    ---------------
  
  Expenses:
  Consultants' compensation                                                          15,800             12,786
  Office sales and consulting support                                                 2,289              1,579
  Office administration                                                              13,159             10,895
  General sales and administration                                                    4,179              3,044
  Restructuring costs (Note B)                                                            -                630
                                                                             ---------------    ---------------
  
  Total expenses                                                                     35,427             28,934
                                                                             ---------------    ---------------
  
  Income from operations                                                              2,846              1,111
  
  Interest income (expense), net                                                       (237)                94
                                                                             ---------------    ---------------
  
  Income before income taxes                                                          2,609              1,205
  
  Provision for income taxes                                                          1,116                481
  
  Minority interest in net income of subsidiary                                          30                  -
                                                                             ---------------    ---------------
  
  Net income                                                                        $ 1,463              $ 724
                                                                             ===============    ===============
  
  Basic earnings per share                                                           $ 0.22             $ 0.11
                                                                             ===============    ===============
  
  Diluted earnings per share                                                         $ 0.22             $ 0.11
                                                                             ===============    ===============
  
  Basic weighted average number of shares outstanding                                 6,695              6,516
                                                                             ===============    ===============
  
  Diluted weighted average number of shares outstanding                               6,778              6,870
                                                                             ===============    ===============
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                         2
  RIGHT MANAGEMENT CONSULTANTS, INC.
                  Condensed Consolidated Statements of Cash Flows
                               (Dollars in Thousands)
                                     (Unaudited)
  Three Months Ended March 31,
                                                                     1998          1997
  Operating Activities:
    Net income                                                     $1,463          $724
    Adjustments to reconcile net income to net cash
      provided by (utilized for) operating activities:
        Depreciation and amortization                               1,866         1,427
        Deferred income taxes                                         423            --
        Restricted stock compensation                                  --          (470)
        Restructuring costs (Note B)                                   --           630
        Minority interest in net income of subsidiary                  30            --
        Provision for doubtful accounts                               120            75
        Other non-cash items                                          254          (320)
        Changes in operating accounts:
            (Increase) in operating assets                         (9,859)       (2,743)
            Increase (decrease) in operating liabilities            6,961        (5,528)
                                                                 --------      --------
  
    Net cash provided by (utilized for) operating activities        1,258        (6,205)
                                                                 --------      --------
  
  Investing Activities:
    Purchase of property and equipment                             (1,742)         (796)
    Cash paid for acquisitions                                     (3,748)       (3,195)
                                                                 --------      --------
  
    Net cash utilized for investing activities                     (5,490)       (3,991)
                                                                 --------      --------
  
  Financing Activities:
    Borrowings under revolving credit facility                      3,600            --
    Payment of long-term debt and other obligations                  (500)         (218)
    Proceeds from stock issuances                                     177           738
                                                                 --------      --------
  
    Net cash provided by financing activities                       3,277           520
                                                                 --------      --------
  
  Decrease in cash and cash equivalents                              (955)       (9,676)
  
  Cash and cash equivalents, beginning of period                    7,583        18,055
                                                                 --------      --------
  
  Cash and cash equivalents, end of period                         $6,628        $8,379
                                                                 ========      ========
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                      $237           $96
                                                                 ========      ========
  
       Income taxes                                                  $571        $1,606
                                                                 ========      ========
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                         3
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
  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 three months ended
  March 31, 1998 are not necessarily indicative of the results that may be
  expected for the year ending December 31, 1998. 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, 1997.
  
  Principles of Consolidation
  
  The consolidated financial statements include the accounts of Right Management
  Consultants, Inc. and its majority-owned subsidiaries. All significant
  intercompany transactions and balances have been eliminated in consolidation.
  
  Comprehensive Income
  
  In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
  of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
  Income" which is effective for financial statements issued for fiscal years
  beginning after December 15, 1997. Comprehensive income is defined as net income
  plus revenues, expenses, gains and losses that, under generally accepted
  accounting principles, are excluded from net income. The Company's comprehensive
  income includes net income and unrealized gains and losses from foreign currency
  translation. Total comprehensive income for the three months ended March 31,
  1998 and 1997 was $1,513,000 and $535,000, respectively.
  
  Reclassifications
  
  Certain 1997 amounts have been reclassified to conform to the 1998 presentation.
  
                                         4
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE B - RESTRUCTURING COSTS
  
  During the first quarter 1997, the Company announced a corporate restructuring.
  The restructuring charge of $630,000 ($380,000 or $0.06 per share, net of taxes)
  was primarily for severance payments related to reductions in employees and
  lease termination costs for the closure of several small "satellite" offices
  with limited future economic benefit to the Company. The Company anticipates
  that all payments for severance and office closures will be completed in 1998.
  
  NOTE C - ACQUISITION AND LICENSING AGREEMENT
  
  Effective January 1, 1998, the Company acquired certain assets and the business
  of Manus Associates ("Manus"), a Stamford, Connecticut human resource consulting
  firm, for a combination of cash and future defined incentives. The Company
  borrowed $3,600,000 from its revolving credit facility in order to complete this
  transaction.
  
  Additionally, effective January 1, 1998, the Company entered into an exclusive
  licensing agreement with The Atlanta Consulting Group ("TACG"), an
  organizational consulting firm located in Atlanta, Georgia. Under this exclusive
  licensing agreement, the Company will sell and deliver TACG's full range of
  products and methodologies and has hired all TACG former employees.
  
  The transactions were accounted for as a purchase. The accompanying consolidated
  financial statements reflect the year to date results from the effective date of
  acquisition for both of the above transactions. For the three months ended March
  31, 1998, the aggregate purchase price for acquisitions was approximately
  $3,748,000, including the costs of acquisitions. The purchase price exceeded the
  fair value of the assets acquired by $3,734,000.
  
  The pro-forma impact of these acquisitions on results of operations, if either
  one of the acquisitions had been consummated at the beginning of each period
  presented, is immaterial to the consolidated financial statements as a whole,
  and has been omitted.
  
  NOTE D - DEBT
  
  In order to reduce the impact of changes in interest rates on the Company's
  floating rate debt under its revolving credit facility, the Company has entered
  into four interest rate swap agreements with an aggregate notional principal at
  March 31, 1998 of $14,817,000 and quarterly payments scheduled over two to five
  years. At March 31, 1998, the Company's interest rates under these interest rate
  swaps range from 6.5% to 7.1%.
  
                                      5
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE D - DEBT (Continued)
  
  The Company uses interest rate swaps to reduce exposure to adverse fluctuations
  in interest rates. While these hedging instruments are subject to fluctuations
  in value, such fluctuations are offset by the change in value of the underlying
  exposures being hedged. The Company is not a party to leveraged derivatives and
  does not hold or issue financial instruments for speculative purposes. The net
  cash paid or received on interest rate swap agreements is recognized as an
  adjustment to interest expense. The impact of the above interest rate swap
  agreements on interest expense has been immaterial to date.
  
  NOTE E - EARNINGS PER SHARE
  
  In 1997, the Company adopted SFAS No. 128, "Earnings per Share". The
  calculations of earnings per share ("EPS") under SFAS No. 128 are detailed
  below.
  
                                                    For the three months
                                                       ended 3/31/98
                                            Income         Shares         EPS
        Basic EPS:
        Net income                        $1,463,000      6,695,000      $0.22
                                                                         =====
        Impact of options                         --         83,000
                                          ----------      ---------    
        Diluted EPS:
        Net income                        $1,463,000      6,778,000      $0.22
                                          ==========      =========      =====
  
                                                    For the three months
                                                       ended 3/31/97
                                            Income         Shares         EPS
        Basic EPS:
        Net income                         $ 724,000      6,516,000      $0.11
                                                                         =====
        Impact of options                         --        354,000
                                          ----------      ---------    
        Diluted EPS:
        Net income                         $ 724,000      6,870,000      $0.11
                                           =========      =========      =====
  
  For the three months ended March 31, 1998, outstanding options to purchase
  793,464 shares of Company Common Stock at $11.88 to $24.33 were excluded from
  the computation of diluted EPS, as the options' exercise price was greater than
  the average market price of the Common Stock.
  
                                         6
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE F - SEGMENTS
  
  Summarized operations of each of the Company's geographic segments in the
  aggregate as of March 31, 1998 and 1997 and for the three month periods then
  ended are as follows:
  Asia-
  1998                                         U.S.            Canada           Europe         Pacific        Consolidated
  ----                                         ----            ------           ------         -------        ------------
  Identifiable assets                    $  74,644,000    $   6,874,000   $   6,645,000   $   5,193,000      $  93,356,000
                                         =============    =============   =============   =============      =============
  
  Total revenue                          $  29,084,000    $   2,695,000   $   3,365,000   $   3,129,000      $  38,273,000
                                         =============    =============   =============   =============      =============
  
  Income from operations (1)             $   1,739,000    $     410,000   $     597,000   $     100,000      $   2,846,000
                                         =============    =============   =============   =============      =============
  
  Depreciation and amortization          $   1,470,000    $     128,000   $     112,000   $     156,000      $   1,866,000
                                         =============    =============   =============   =============      =============
  
  Capital expenditures                   $   1,342,000    $     122,000   $     150,000   $     128,000      $   1,742,000
                                         =============    =============   =============   =============      =============
  
  1997
  Identifiable assets                    $  57,191,000    $   6,759,000   $   5,087,000   $          --      $  69,037,000
                                         =============    =============   =============   =============      =============
  
  Revenue                                $  24,315,000    $   2,607,000   $   3,123,000   $          --      $  30,045,000
                                         =============    =============   =============   =============      =============
  
  Income from operations (1)             $     244,000    $     331,000   $     536,000   $          --      $   1,111,000
                                         =============    =============   =============   =============      =============
  
  Depreciation and amortization          $   1,267,000    $      62,000   $      98,000   $          --      $   1,427,000
                                         =============    =============   =============   =============      =============
  
  Capital expenditures                   $     708,000    $      14,000   $      74,000   $          --      $     796,000
                                         =============    =============   =============   =============      =============
  (1)  The income from operations for the United States segment includes total
       general sales and administration expense reported on the Condensed
       Consolidated Statements of Income.
  In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
  Enterprise and Related Information" which is effective for financial statements
  issued for fiscal years beginning after December 15, 1997. SFAS No. 131
  establishes standards for reporting financial and descriptive information about
  an enterprise's operating segments in its financial statements. Although this
  statement need not be applied to interim financial statements in the initial
  year of application, expanded comparative information will be required for
  interim periods subsequent to the fiscal year ending December 31, 1998.
  
                                         7
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE G - SUBSEQUENT EVENT
  
  On April 1, 1998, the Company completed its previously announced acquisition of
  a majority interest in Teams International, Inc. ("Teams"), a technology-based
  assessment firm, specializing in 360-degree feedback instruments to support a
  wide spectrum of organizational change initiatives, such as career management,
  leadership training and development, team-building and performance and pay
  management. The transaction was structured as a joint venture, with the Company
  purchasing a 51% interest. As a part of the purchase agreement, the minority
  shareholders of Teams have agreed to provide the Company with options to acquire
  the remaining 49% of the outstanding shares of Teams beginning on April 1, 2001.
  Additionally, the minority shareholders of Teams have the right to require the
  Company to purchase the remaining 49% of the outstanding shares of Teams over a
  three year period beginning on April 1, 2001.
  
  The Company borrowed $2,300,000 from its revolving credit facility in order to
  complete this transaction.
  
                                         8
  PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
  
  Results of Operations
  
  For the three months ended March 31, 1998, revenue generated by Company offices
  increased by 28% or $8,243,000 from the corresponding quarter in 1997. This
  increase is due to same office revenue growth of approximately 8%, in addition
  to $6,049,000 in incremental revenues from acquisitions consummated subsequent
  to the first quarter 1997. The same office revenue growth was derived primarily
  from North American operations, as European same office revenues were flat
  compared to the prior year.
  
  For the three months ended March 31, 1998, revenue generated by Company offices
  within the outplacement line of business increased by 18% or $4,933,000. This
  outplacement revenue increase is largely due to $4,727,000 in incremental
  revenues from acquisitions consummated subsequent to the first quarter 1997. In
  addition, the Company experienced greater activity from existing major
  international and national accounts. The Company continues to experience
  compression in the length of career transition programs provided which
  negatively impacts average program fees. The increased activity mentioned above
  was partly offset by reduced program length and price compression.
  
  For the three months ended March 31, 1998, revenue generated by Company offices
  within the human resource consulting line of business increased by 154% or
  $3,310,000. This significant increase in consulting revenues is due to same
  office consulting revenue growth of approximately 93%, in addition to $1,322,000
  in incremental revenues from the consulting acquisitions effective January 1,
  1998 (see Note C to the Condensed Consolidated Financial Statements).
  
  For the three months ended March 31, 1998, Affiliate royalties decreased 1% or
  $15,000 from the corresponding quarter in 1997.
  
  For the three months ended March 31, 1998, total Company office expenses
  increased 24% or $5,988,000 over the corresponding quarter in 1997, excluding
  the 1997 restructuring charge of $630,000 (see Note B to the Condensed
  Consolidated Financial Statements). This increase is due to $5,564,000 in
  incremental costs from acquisitions consummated subsequent to the first quarter
  1997, as well as an increase in office level employee incentives. The Company's
  achievement of certain revenue and operating income targets for the first
  quarter 1998 has triggered this increase in office level incentives.
  
                                         9
  PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  Aggregate Company office margin, exclusive of the 1997 restructuring charge (see
  Note B to the Condensed Consolidated Financial Statements), was 16% and 13% for
  the first quarter 1998 and 1997, respectively. The increase in margin is
  attributable primarily to the previously mentioned revenue growth, particularly
  in the consulting line of business, partly offset by break-even results in the
  Asia-Pacific segment and increased funding for office level incentives. The
  Asia-Pacific segment's results were negatively impacted by the summer holiday
  period in that geographic region.
  
  For the three months ended March 31, 1998, general sales and administration
  expenses increased by 37% or $1,135,000 over the corresponding period in 1997.
  This increase is due primarily to incentive compensation expense and increased
  amortization charges related to the Company's significant acquisition activity
  during 1997 and early 1998. General sales and administrative expenses as a
  percentage of total revenues were approximately 11% for the first quarter 1998
  versus 10% for the first quarter 1997.
  
  The Company's effective tax rates for the three months ended March 31, 1998 and
  1997 were approximately 43% and 40%, respectively. The increase in the effective
  tax rate is due to a shift in the Company's taxable income to foreign
  jurisdictions with higher tax rates, as well as an increase in the
  non-deductible portion of goodwill amortization and the effect of other
  non-deductible expenses related to the Company's significant acquisition
  activity during 1997.
  
  Capital Resources and Liquidity
  
  At March 31, 1998 and December 31, 1997, the Company had cash and cash
  equivalents of $6,628,000 and $7,583,000, respectively. At March 31, 1998 and
  December 31, 1997, the Company had working capital of $15,986,000 and
  $15,491,000, respectively.
  
  Net cash provided by operating activities amounted to $1,258,000 for the first
  quarter 1998 versus cash utilized for operating activities of $6,205,000 for the
  first quarter 1997. The improvement is the result of increased earnings and a
  general working capital improvement.
  
                                         10
  PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  Net cash utilized for investing activities amounted to $5,490,000 and $3,991,000
  for the three months ended March 31, 1998 and 1997, respectively. During the
  first quarter 1998, the Company invested significantly in equipment and
  technology to meet the needs of its operations and enhance operating
  efficiencies. Additionally, during the first quarter 1998, the Company acquired
  two human resource consulting firms for a combination of cash and future defined
  incentive payments (see Note C to the Condensed Consolidated Financial
  Statements).
  
  Net cash provided by financing activities amounted to $3,277,000 and $520,000
  for the three months ended March 31, 1998 and 1997, respectively. The net cash
  inflow for 1998 was the result of the $3,600,000 borrowing made to complete the
  Manus acquisition (see Note C to the Condensed Consolidated Financial
  Statements), partly offset by repayments on the Company's borrowings and defined
  incentives for acquisitions made in previous years.
  
  Under its revolving credit facility with its two primary lenders, the Company
  has a $40,000,000 borrowing capacity. The Company had approximately $25,200,000
  available under the revolving credit facility at March 31, 1998. Subsequent to
  the Teams acquisition (see Note G to the Condensed Consolidated Financial
  Statements), the Company had $22,900,000 available under the revolving credit
  facility. The Company plans to utilize the revolving credit facility to assist
  in the financing of future acquisitions as they arise and for other general
  corporate purposes.
  
  The Company anticipates that its cash and working capital will be sufficient to
  service its existing debt, outstanding commitments and to maintain Company
  operations at current levels for the foreseeable future. The Company will
  continue to consider acquisitions and other 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 commit.
  
  Year 2000
  
  The Company has completed a preliminary evaluation of the potential impact of
  the year 2000 and is not able to reasonably quantify the anticipated costs at
  this time. However, the Company clearly expects costs to be incurred addressing
  the year 2000 issue, but does not expect these costs to have a material impact
  on its business, operations, or its financial condition.
  
                                         11
  PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  Forward Looking Statements
  
  Statements included in this Report on Form 10-Q, including within this
  Management's Discussion and Analysis of Financial Condition and Results of
  Operations which are not historical in nature, are intended to be, and hereby
  are identified as "forward looking statements" for purposes of the safe harbor
  provided by the Private Securities Litigation Reform Act of 1995. The Company
  cautions readers that forward looking statements including without limitation
  those relating to the Company's future business prospects, revenues, working
  capital, liquidity, capital needs, interest costs and income are subject to
  certain risks and uncertainties that could cause actual results to differ
  materially from those indicated in the forward looking statements due to several
  important factors identified from time to time in the Company's reports filed
  with the Securities and Exchange Commission (the "SEC"). The Company hereby
  incorporates by reference the discussion concerning forward looking statements
  set forth in the Management's Discussion and Analysis of Financial Condition and
  Results of Operations section of the Company's Annual Report on Form 10-K for
  the year ended December 31, 1997 filed with the SEC, as well as the risk factors
  identified within the same Annual Report on Form 10-K. Readers of this Report
  are cautioned not to place undue reliance upon these forward looking statements,
  which speak only as of the date hereof. The Company undertakes no obligation to
  publicly release any revisions to these forward looking statements or reflect
  events or circumstances after the date hereof.
  
  PART II - OTHER INFORMATION
  
  Items 1, 2, 3, 4 and 5 were not applicable in the three months ended March 31,
  1998.
  
  Item 6.   Exhibits and Reports on Form 8-K
  
              a. Exhibits:
  
                    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.
  
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  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                    May 14, 1998
                      ------------------------                  ------------
                    Richard J. Pinola                             Date
                    Chairman of the Board and Chief Executive Officer
  
                    BY :/S/ G. LEE BOHS                         May 14, 1998
                      ---------------------------------         ------------
                    G. Lee Bohs                                   Date
                    Chief Financial Officer and
                    Principal Accounting Officer
  
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