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, 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 April 30, 1996:
  
        Common Stock, $0.01 par value                             4,166,723
                  Class                                        Number of Shares
  
  <PAGE>
                         Right Management Consultants, Inc.
                             Consolidated Balance Sheets
                      (Dollars in Thousands Except Share Data)
  <TABLE>
  <CAPTION>
                                                                        March 31,    December 31,
                                                                          1996           1995
                                                                      (Unaudited)
  <S>                                                                   <C>            <C>     
                                     Assets
  
  Current Assets:
    Cash and cash equivalents                                           $ 10,100       $  8,965
    Accounts receivable, trade, net of allowance for
      doubtful accounts of $728 and $754                                  21,909         16,918
    Royalties and fees receivable from Affiliates                          5,615          4,303
    Note receivable                                                          233            233
    Prepaid expenses                                                       1,659          1,360
    Deferred income taxes                                                    439            600
                                                                        --------       --------
         Total current assets                                             39,955         32,379
                                                                        --------       --------
  
  Property and equipment, less accumulated depreciation of
    $10,779 and $9,518                                                     8,182          7,447
                                                                        --------       --------
  
  Other Assets:
    Intangible assets, less accumulated amortization of $7,093
      and $6,657                                                          20,261         17,824
    Deferred income taxes                                                  1,392          1,221
    Note receivable                                                          137            146
    Other                                                                  1,308          1,214
                                                                        --------       --------
                                                                          23,098         20,405
                                                                        --------       --------
         Total Assets                                                   $ 71,235       $ 60,231
                                                                        ========       ========
  
  
                     Liabilities and Stockholders' Equity
  
  Current Liabilities:
    Line of credit                                                      $  1,325       $  1,325
    Current portion of long-term debt and other obligations                6,695          2,227
    Accounts payable                                                       3,970          3,643
    Commissions payable                                                    2,064          2,735
    Accrued incentive compensation and benefits                            2,156          3,543
    Accrued redundancy costs                                                 119            115
    Other accrued expenses                                                 6,109          2,222
    Deferred income                                                        6,125          3,435
                                                                        --------       --------
         Total current liabilities                                        28,563         19,245
  
  Long-term debt and other obligations                                     4,022          5,741
                                                                        --------       --------
  
  Deferred compensation                                                    1,741          1,619
                                                                        --------       --------
  
  Commitments and Contingent Liabilities (Note F)
  
  Stockholders' Equity:
    Preferred stock, no par value; 1,000,000 shares authorized; no
      shares issued or outstanding
    Common stock, $.01 par value; 20,000,000 shares authorized;
      4,403,175 and 4,313,816 shares issued                                   44             43
    Additional paid-in capital                                             8,526          7,655
    Retained earnings                                                     29,049         26,636
    Cumulative translation adjustment                                       (193)          (191)
                                                                        --------       --------
                                                                          37,426         34,143
    Less treasury stock, at cost, 252,952 shares                            (517)          (517)
                                                                        --------       --------
                                                                          36,909         33,626
                                                                        --------       --------
         Total Liabilities and Stockholders' Equity                     $ 71,235       $ 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
  
  <TABLE>
  <CAPTION>
                                                       Three months ended
                                                           March 31,
  
                                                        1996           1995
                                                    (Unaudited)     (Unaudited)
  <S>                                               <C>            <C>     
  Revenue:
  
  Company Office revenue                             $ 31,208       $ 26,279
  Affiliate royalties                                   1,247          1,125
                                                     --------       --------
  
  Total revenue                                        32,455         27,404
  
  Costs and expenses:
  
  Consultants' compensation                            10,931          9,490
  Company Office sales and consulting support           2,487          2,085
  Company Office administration                        11,165          9,678
  General sales, consulting and administration          3,856          3,204
                                                     --------       --------
  
                                                       28,439         24,457
                                                     --------       --------
  
  Income from operations                                4,016          2,947
  
  Other income (expense):
  
  Interest income                                         153             97
  Interest expense                                       (172)          (195)
                                                     --------       --------
  
                                                          (19)           (98)
                                                     --------       --------
  
  Income before income taxes                            3,997          2,849
  
  
  Provision for income taxes                            1,588          1,127
                                                     --------       --------
  
  Net income                                         $  2,409       $  1,722
                                                     ========       ========
  
  Earnings per share:
  
  Net income                                         $   0.55       $   0.42
                                                     ========       ========
  
  
  Weighted average number of shares outstanding         4,417          4,098
                                                     ========       ========
  </TABLE>
  
                The accompanying notes are an integral part of these
                         consolidated financial statements.
  
                                         3
  <PAGE>
                         Right Management Consultants, Inc.
                        Consolidated Statements of Cash Flows
                               (Dollars in Thousands)
  
  <TABLE>
  <CAPTION>
                                                                      Quarter ended March 31,
  
                                                                        1996           1995
                                                                     (Unaudited)    (Unaudited)
  <S>                                                               <C>           <C>     
  Operating Activities:
    Net income                                                        $  2,409      $  1,722
    Adjustments to reconcile net income to net cash
      provided by operating activities:
        Depreciation and amortization                                    1,155         1,037
        Deferred income taxes                                              (10)         (410)
        Compensation from restricted stock agreements                      182          --
        Other non-cash charges                                              92           147
        Revenue recognized for assumption of incomplete contracts         --            (172)
        Provision for doubtful accounts                                     75           175
        Changes in operating accounts:
          Accounts receivable, trade and from Affiliates                (5,125)       (5,828)
          Prepaid expenses and other assets                               (324)         (374)
          Accounts payable and accrued expenses                          2,176        (3,113)
          Commissions payable                                             (668)          357
          Deferred income                                                2,264         2,089
                                                                      --------      --------
  
    Net cash provided by operating activities                            2,226        (4,370)
  
  Investing Activities:
    Purchase of property and equipment                                  (1,003)         (667)
    Net cash paid for acquisitions                                        --          (1,108)
                                                                      --------      --------
  
    Net cash utilized by investing activities                           (1,003)       (1,775)
  
  Financing Activities:
    Payment of long-term debt and other obligations                       (786)         (562)
    Proceeds from stock issuances                                          690            72
                                                                      --------      --------
  
    Net cash utilized by financing activities                              (96)         (490)
  
  Effect of exchange rate changes on cash and
   cash equivalents                                                          8            57
                                                                      --------      --------
  
  Increase (decrease) in cash and cash equivalents                       1,135        (6,578)
  
  Cash and cash equivalents, beginning of year                           8,965         9,156
                                                                      --------      --------
  
  Cash and cash equivalents, end of period                            $ 10,100      $  2,578
                                                                      ========      ========
  
  
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                       $     82      $    108
                                                                      ========      ========
  
       Income taxes                                                   $  1,123      $    809
                                                                      ========      ========
  </TABLE>
  
                The accompanying notes are an integral part of these
                         consolidated financial statements.
  
                                         4
  <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 three months ended
  March 31, 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 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.
  
       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
  
       In early April 1996, the Company acquired the outstanding stock of People
  Tech Consulting, Inc. ("People Tech"), headquartered in Toronto, Canada,
  effective March 1, 1996. The accompanying consolidated financial statements
  reflect the March operating results and restructuring charges related to People
  Tech.
  
       The aggregate purchase price of the acquisition was approximately
  $2,950,000, including the costs of acquisition. The purchase price exceeded the
  fair value of the assets acquired by approximately $2,750,000. 
  
       In connection with this acquisition, the Company utilized 4.0 million
  Canadian dollars (or approximately $2.9 million) from its line of credit at the
  floating primary rate of the bank.
  
                                         5
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE C - DEBT
  
       The current portion of long term debt and other obligations, including the
  acquisition debt, relates to increased maturity for existing debt and
  approximately $3,608,000 in connection with the People Tech acquisition.
  
  NOTE D - OTHER ACCRUED EXPENSES
  
       The increase in other accrued expenses relates primarily to the Company's
  payroll disbursed in April 1996 and restructuring reserves in connection with
  the acquisition of People Tech.
  
  NOTE E - GEOGRAPHIC SEGMENTS
  
       Summarized operations of each of the Company's geographic segments in the
  aggregate as of March 31, 1996 and 1995 and for the three month periods then
  ended are as follows:
  
  <TABLE>
  <CAPTION>
                                        (Dollars in Thousands)
           1996                  US        Canada     Europe       Total
  
  <S>                       <C>         <C>         <C>         <C>    
  Identifiable assets         $58,445     $ 7,338     $ 5,452     $71,235
                              =======     =======     =======     =======
  
  Revenue                     $27,913     $ 1,794     $ 2,748     $32,455
                              =======     =======     =======     =======
  
  Operating income            $ 3,626     $   226     $   164     $ 4,016
                              =======     =======     =======     =======
  
  Depreciation and
     amortization             $   960     $    86     $   109     $ 1,155
                              =======     =======     =======     =======
  
  Capital expenditures        $   943     $    27     $    33     $ 1,003
                              =======     =======     =======     =======
  </TABLE>
  
  
  
  
                                         6
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE E - GEOGRAPHIC SEGMENTS (continued)
  <TABLE>
  <CAPTION>
                                         (Dollars in Thousands)
           1995                  US        Canada      Europe       Total
  <S>                        <C>         <C>         <C>          <C>    
  Identifiable assets         $48,352     $ 1,926     $ 3,088      $53,366
                              =======     =======     =======      =======
  
  Revenue                     $24,541     $ 1,451     $ 1,412      $27,404
                              =======     =======     =======      =======
  
  Operating income (loss)     $ 2,747     $   261     $   (62)     $ 2,946
                              =======     =======     =======      =======
  
  Depreciation and
      amortization            $   944     $    47     $    46      $ 1,037
                              =======     =======     =======      =======
  
  Capital expenditures        $   598     $    29     $    40      $   667
                              =======     =======     =======      =======
  </TABLE>
  
  NOTE F-  STOCKHOLDERS' EQUITY
  
       Effective January 1, 1996, the Company awarded 19,500 shares of restricted
  stock to its Executive Officers, pursuant to its 1993 Stock Incentive Plan.
  Approximately $182,000 related to these shares and a 1995 grant, was charged to
  general sales, consulting and administration expenses during the first quarter
  1996.
  
       Stock options for the three month period ended March 31, 1996 are
  summarized as follows:
  
       Outstanding at January 1, 1996                     849,689
       Granted at $22.75 - $25.50 per share               170,950
       Canceled or expired during the period               (1,001)
       Exercised during the period                        (69,859)
                                                          ------- 
       Outstanding at March 31, 1996                      949,779
                                                          =======
  
  
  PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  Results of Operations
  
       Revenue generated by Company Offices increased 19% or $4,929,000 for the
  quarter ended March 31, 1996 over the corresponding quarter in 1995. This
  increase was due to revenue growth in existing Company Offices and the
  acquisitions made since the first quarter 1995 which included LM&P, the
  Company's former Providence Affiliate and People Tech. Revenue generated from
  these acquisitions totaled approximately $2,483,000 or approximately 50% of the
  total revenue increase. On a same Office basis, Company Office revenue was
  $28,725,000 in the first quarter 1996, or a 9% increase over the corresponding
  quarter in 1995.
  
       Affiliate royalties increased 11% or $122,000, for the quarter ended March
  31, 1996 from the corresponding quarter in 1995. This was due to same office
  growth in Affiliate royalties of approximately 18%
  
                                         7
  <PAGE>
                       MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                     (Continued)
  
  which resulted primarily from increased market penetration particularly in the
  Southeast and North Central regions in the United States, offset by reduced
  royalties resulting from the acquisition of the Providence Affiliate. Revenue
  from this office is reflected as Company revenue subsequent to the acquisition.
  
       Company Office expenses in the aggregate increased 16% or $3,330,000 for
  the quarter ended March 31, 1996. Costs incurred by the Company's newly acquired
  Offices accounted for approximately 37% of the increase for the quarter. Company
  Office expenses in the aggregate decreased as a percentage of revenue. Aggregate
  Company Office margins were 21% for the quarter versus 19% for the same period
  last year. This resulted from profitability of LM&P's operations and continued
  cost control in existing Company Offices.
  
       General sales, consulting and administration expense increased 20% or
  $652,000 for the quarter over the corresponding quarter in 1995. This increase
  was primarily due to continued investments made in technology and support,
  addition of certain personnel and charges relating to the issuance of restricted
  stock (See Note F in the Notes to the Consolidated Financial Statements).
  Despite these increases, the total expenses in this category as a percentage of
  revenue plus affiliate royalties remained consistent at 12% for the
  corresponding quarter in 1995.
  
       Income before income taxes increased 40% to $3,997,000 for the quarter
  ended March 31, 1996 over the corresponding quarter in 1995. This increase
  resulted principally from the combination of greater Company Office revenue and
  improved efficiencies in Company Office administration.
  
       The Company's effective tax rate was approximately 40% for both the quarter
  ended March 31, 1996 and 1995.
  
       Capital Resources and Liquidity
  
       The Company has financed its growth primarily through a combination of cash
  flow provided by operations and borrowings under its Revolving Credit. Increases
  in existing Company Office revenue and generally more effective cost structures
  have allowed the Company to achieve its growth in cash flow from operations. The
  Company's working capital decreased to $11,392,000 from $13,134,000 at March 31,
  1996 and December 31, 1995, respectively. At March 31, 1996 and December 31,
  1995, the Company had cash and cash equivalents of $10,100,000 and $8,965,000,
  respectively.
  
       Net cash provided (utilized) by operating activities amounted to $2,226,000
  and $(4,370,000) for the quarter ended March 31, 1996 and 1995, respectively.
  These amounts were primarily generated from net income as well as non-cash
  charges such as depreciation and amortization, offset by increases in accounts
  receivable, a reflection of continued Company growth.
  
       Net cash utilized by investing activities amounted to $1,003,000 and
  $1,775,000 for the quarter ended March 31, 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
  
                                         8
  <PAGE>
  
                        MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                     (Continued)
  
  efficiency. In 1996 and 1995 the Company acquired the assets and/or outstanding
  stock of four consulting firms for a combination of cash and non-cash items,
  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 $96,000 and $490,000
  for the quarter ended March 31, 1996 and 1995, respectively. These amounts
  represent payments of the Company's borrowings and defined incentives for
  acquisitions made in previous years, as discussed above, which were 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 aggregates $10,000,000 through its Revolving Credit Agreement
  with its primary bank. During 1996, the Company completed the acquisitions of
  People Tech, utilizing 4.0 million Canadian dollars (approximately $2.9 million)
  from its revolving credit facility at the floating primary rate of the bank, all
  of which remains outstanding at March 31, 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.
  
                                         9
  <PAGE>
  
  PART II - OTHER INFORMATION
  
  Items 1, 2, 3, and 5 were not applicable in the period ended March 31, 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 all approved.
  
  Item 6.   Exhibits and Reports on Form 8-K
  
            a.   Exhibits:
  
                 10.27 - Purchase Agreement between PTR Right Acquisition Co. Inc.
                 and Marti Smye, Margaret Smith, Richard Zuliani, Margaret Smith
                 Family Trust, Richard Zuliani Family Trust and People Tech
                 Consulting, Inc., dated April 10, 1996.
  
                 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.
  
                 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, 1996
                    ---------------------                    ------------
                    Richard J. Pinola                            Date
                    Chairman of the Board and 
                    Chief Executive Officer
  
                 BY:\S\ G. LEE BOHS                          May 14, 1996
                     -----------------------------           ------------
                    G. Lee Bohs                                  Date
                    Chief Financial Officer and 
                    Principal Accounting Officer
  
  * - Filed in electronic form only.
  
                                         10
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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     March 31, 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 April 30, 1996:
  
        Common Stock, $0.01 par value                             4,166,723
                  Class                                        Number of Shares
  Right Management Consultants, Inc.
                             Consolidated Balance Sheets
                      (Dollars in Thousands Except Share Data)
  March 31,    December 31,
                                                                          1996           1995
                                                                      (Unaudited)
  Assets
  
  Current Assets:
    Cash and cash equivalents                                           $ 10,100       $  8,965
    Accounts receivable, trade, net of allowance for
      doubtful accounts of $728 and $754                                  21,909         16,918
    Royalties and fees receivable from Affiliates                          5,615          4,303
    Note receivable                                                          233            233
    Prepaid expenses                                                       1,659          1,360
    Deferred income taxes                                                    439            600
                                                                        --------       --------
         Total current assets                                             39,955         32,379
                                                                        --------       --------
  
  Property and equipment, less accumulated depreciation of
    $10,779 and $9,518                                                     8,182          7,447
                                                                        --------       --------
  
  Other Assets:
    Intangible assets, less accumulated amortization of $7,093
      and $6,657                                                          20,261         17,824
    Deferred income taxes                                                  1,392          1,221
    Note receivable                                                          137            146
    Other                                                                  1,308          1,214
                                                                        --------       --------
                                                                          23,098         20,405
                                                                        --------       --------
         Total Assets                                                   $ 71,235       $ 60,231
                                                                        ========       ========
  
                     Liabilities and Stockholders' Equity
  
  Current Liabilities:
    Line of credit                                                      $  1,325       $  1,325
    Current portion of long-term debt and other obligations                6,695          2,227
    Accounts payable                                                       3,970          3,643
    Commissions payable                                                    2,064          2,735
    Accrued incentive compensation and benefits                            2,156          3,543
    Accrued redundancy costs                                                 119            115
    Other accrued expenses                                                 6,109          2,222
    Deferred income                                                        6,125          3,435
                                                                        --------       --------
         Total current liabilities                                        28,563         19,245
  
  Long-term debt and other obligations                                     4,022          5,741
                                                                        --------       --------
  
  Deferred compensation                                                    1,741          1,619
                                                                        --------       --------
  
  Commitments and Contingent Liabilities (Note F)
  
  Stockholders' Equity:
    Preferred stock, no par value; 1,000,000 shares authorized; no
      shares issued or outstanding
    Common stock, $.01 par value; 20,000,000 shares authorized;
      4,403,175 and 4,313,816 shares issued                                   44             43
    Additional paid-in capital                                             8,526          7,655
    Retained earnings                                                     29,049         26,636
    Cumulative translation adjustment                                       (193)          (191)
                                                                        --------       --------
                                                                          37,426         34,143
    Less treasury stock, at cost, 252,952 shares                            (517)          (517)
                                                                        --------       --------
                                                                          36,909         33,626
                                                                        --------       --------
         Total Liabilities and Stockholders' Equity                     $ 71,235       $ 60,231
                                                                        ========       ========
  The accompanying notes are an integral part of these
                         consolidated financial statements.
  
                                         2
  Right Management Consultants, Inc.
                          Consolidated Statements of Income
  Three months ended
                                                           March 31,
  
                                                        1996           1995
                                                    (Unaudited)     (Unaudited)
  Revenue:
  
  Company Office revenue                             $ 31,208       $ 26,279
  Affiliate royalties                                   1,247          1,125
                                                     --------       --------
  
  Total revenue                                        32,455         27,404
  
  Costs and expenses:
  
  Consultants' compensation                            10,931          9,490
  Company Office sales and consulting support           2,487          2,085
  Company Office administration                        11,165          9,678
  General sales, consulting and administration          3,856          3,204
                                                     --------       --------
  
                                                       28,439         24,457
                                                     --------       --------
  
  Income from operations                                4,016          2,947
  
  Other income (expense):
  
  Interest income                                         153             97
  Interest expense                                       (172)          (195)
                                                     --------       --------
  
                                                          (19)           (98)
                                                     --------       --------
  
  Income before income taxes                            3,997          2,849
  
  Provision for income taxes                            1,588          1,127
                                                     --------       --------
  
  Net income                                         $  2,409       $  1,722
                                                     ========       ========
  
  Earnings per share:
  
  Net income                                         $   0.55       $   0.42
                                                     ========       ========
  
  Weighted average number of shares outstanding         4,417          4,098
                                                     ========       ========
  The accompanying notes are an integral part of these
                         consolidated financial statements.
  
                                         3
  Right Management Consultants, Inc.
                        Consolidated Statements of Cash Flows
                               (Dollars in Thousands)
  Quarter ended March 31,
  
                                                                        1996           1995
                                                                     (Unaudited)    (Unaudited)
  Operating Activities:
    Net income                                                        $  2,409      $  1,722
    Adjustments to reconcile net income to net cash
      provided by operating activities:
        Depreciation and amortization                                    1,155         1,037
        Deferred income taxes                                              (10)         (410)
        Compensation from restricted stock agreements                      182          --
        Other non-cash charges                                              92           147
        Revenue recognized for assumption of incomplete contracts         --            (172)
        Provision for doubtful accounts                                     75           175
        Changes in operating accounts:
          Accounts receivable, trade and from Affiliates                (5,125)       (5,828)
          Prepaid expenses and other assets                               (324)         (374)
          Accounts payable and accrued expenses                          2,176        (3,113)
          Commissions payable                                             (668)          357
          Deferred income                                                2,264         2,089
                                                                      --------      --------
  
    Net cash provided by operating activities                            2,226        (4,370)
  
  Investing Activities:
    Purchase of property and equipment                                  (1,003)         (667)
    Net cash paid for acquisitions                                        --          (1,108)
                                                                      --------      --------
  
    Net cash utilized by investing activities                           (1,003)       (1,775)
  
  Financing Activities:
    Payment of long-term debt and other obligations                       (786)         (562)
    Proceeds from stock issuances                                          690            72
                                                                      --------      --------
  
    Net cash utilized by financing activities                              (96)         (490)
  
  Effect of exchange rate changes on cash and
   cash equivalents                                                          8            57
                                                                      --------      --------
  
  Increase (decrease) in cash and cash equivalents                       1,135        (6,578)
  
  Cash and cash equivalents, beginning of year                           8,965         9,156
                                                                      --------      --------
  
  Cash and cash equivalents, end of period                            $ 10,100      $  2,578
                                                                      ========      ========
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                       $     82      $    108
                                                                      ========      ========
  
       Income taxes                                                   $  1,123      $    809
                                                                      ========      ========
  The accompanying notes are an integral part of these
                         consolidated financial statements.
  
                                         4
  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 three months ended
  March 31, 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 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.
  
       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
  
       In early April 1996, the Company acquired the outstanding stock of People
  Tech Consulting, Inc. ("People Tech"), headquartered in Toronto, Canada,
  effective March 1, 1996. The accompanying consolidated financial statements
  reflect the March operating results and restructuring charges related to People
  Tech.
  
       The aggregate purchase price of the acquisition was approximately
  $2,950,000, including the costs of acquisition. The purchase price exceeded the
  fair value of the assets acquired by approximately $2,750,000. 
  
       In connection with this acquisition, the Company utilized 4.0 million
  Canadian dollars (or approximately $2.9 million) from its line of credit at the
  floating primary rate of the bank.
  
                                         5
  RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE C - DEBT
  
       The current portion of long term debt and other obligations, including the
  acquisition debt, relates to increased maturity for existing debt and
  approximately $3,608,000 in connection with the People Tech acquisition.
  
  NOTE D - OTHER ACCRUED EXPENSES
  
       The increase in other accrued expenses relates primarily to the Company's
  payroll disbursed in April 1996 and restructuring reserves in connection with
  the acquisition of People Tech.
  
  NOTE E - GEOGRAPHIC SEGMENTS
  
       Summarized operations of each of the Company's geographic segments in the
  aggregate as of March 31, 1996 and 1995 and for the three month periods then
  ended are as follows:
  (Dollars in Thousands)
           1996                  US        Canada     Europe       Total
  Identifiable assets         $58,445     $ 7,338     $ 5,452     $71,235
                              =======     =======     =======     =======
  
  Revenue                     $27,913     $ 1,794     $ 2,748     $32,455
                              =======     =======     =======     =======
  
  Operating income            $ 3,626     $   226     $   164     $ 4,016
                              =======     =======     =======     =======
  
  Depreciation and
     amortization             $   960     $    86     $   109     $ 1,155
                              =======     =======     =======     =======
  
  Capital expenditures        $   943     $    27     $    33     $ 1,003
                              =======     =======     =======     =======
  6
  RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE E - GEOGRAPHIC SEGMENTS (continued)
  (Dollars in Thousands)
           1995                  US        Canada      Europe       Total
  Identifiable assets         $48,352     $ 1,926     $ 3,088      $53,366
                              =======     =======     =======      =======
  
  Revenue                     $24,541     $ 1,451     $ 1,412      $27,404
                              =======     =======     =======      =======
  
  Operating income (loss)     $ 2,747     $   261     $   (62)     $ 2,946
                              =======     =======     =======      =======
  
  Depreciation and
      amortization            $   944     $    47     $    46      $ 1,037
                              =======     =======     =======      =======
  
  Capital expenditures        $   598     $    29     $    40      $   667
                              =======     =======     =======      =======
  NOTE F-  STOCKHOLDERS' EQUITY
  
       Effective January 1, 1996, the Company awarded 19,500 shares of restricted
  stock to its Executive Officers, pursuant to its 1993 Stock Incentive Plan.
  Approximately $182,000 related to these shares and a 1995 grant, was charged to
  general sales, consulting and administration expenses during the first quarter
  1996.
  
       Stock options for the three month period ended March 31, 1996 are
  summarized as follows:
  
       Outstanding at January 1, 1996                     849,689
       Granted at $22.75 - $25.50 per share               170,950
       Canceled or expired during the period               (1,001)
       Exercised during the period                        (69,859)
                                                          ------- 
       Outstanding at March 31, 1996                      949,779
                                                          =======
  
  PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  Results of Operations
  
       Revenue generated by Company Offices increased 19% or $4,929,000 for the
  quarter ended March 31, 1996 over the corresponding quarter in 1995. This
  increase was due to revenue growth in existing Company Offices and the
  acquisitions made since the first quarter 1995 which included LM&P, the
  Company's former Providence Affiliate and People Tech. Revenue generated from
  these acquisitions totaled approximately $2,483,000 or approximately 50% of the
  total revenue increase. On a same Office basis, Company Office revenue was
  $28,725,000 in the first quarter 1996, or a 9% increase over the corresponding
  quarter in 1995.
  
       Affiliate royalties increased 11% or $122,000, for the quarter ended March
  31, 1996 from the corresponding quarter in 1995. This was due to same office
  growth in Affiliate royalties of approximately 18%
  
                                         7
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                     (Continued)
  
  which resulted primarily from increased market penetration particularly in the
  Southeast and North Central regions in the United States, offset by reduced
  royalties resulting from the acquisition of the Providence Affiliate. Revenue
  from this office is reflected as Company revenue subsequent to the acquisition.
  
       Company Office expenses in the aggregate increased 16% or $3,330,000 for
  the quarter ended March 31, 1996. Costs incurred by the Company's newly acquired
  Offices accounted for approximately 37% of the increase for the quarter. Company
  Office expenses in the aggregate decreased as a percentage of revenue. Aggregate
  Company Office margins were 21% for the quarter versus 19% for the same period
  last year. This resulted from profitability of LM&P's operations and continued
  cost control in existing Company Offices.
  
       General sales, consulting and administration expense increased 20% or
  $652,000 for the quarter over the corresponding quarter in 1995. This increase
  was primarily due to continued investments made in technology and support,
  addition of certain personnel and charges relating to the issuance of restricted
  stock (See Note F in the Notes to the Consolidated Financial Statements).
  Despite these increases, the total expenses in this category as a percentage of
  revenue plus affiliate royalties remained consistent at 12% for the
  corresponding quarter in 1995.
  
       Income before income taxes increased 40% to $3,997,000 for the quarter
  ended March 31, 1996 over the corresponding quarter in 1995. This increase
  resulted principally from the combination of greater Company Office revenue and
  improved efficiencies in Company Office administration.
  
       The Company's effective tax rate was approximately 40% for both the quarter
  ended March 31, 1996 and 1995.
  
       Capital Resources and Liquidity
  
       The Company has financed its growth primarily through a combination of cash
  flow provided by operations and borrowings under its Revolving Credit. Increases
  in existing Company Office revenue and generally more effective cost structures
  have allowed the Company to achieve its growth in cash flow from operations. The
  Company's working capital decreased to $11,392,000 from $13,134,000 at March 31,
  1996 and December 31, 1995, respectively. At March 31, 1996 and December 31,
  1995, the Company had cash and cash equivalents of $10,100,000 and $8,965,000,
  respectively.
  
       Net cash provided (utilized) by operating activities amounted to $2,226,000
  and $(4,370,000) for the quarter ended March 31, 1996 and 1995, respectively.
  These amounts were primarily generated from net income as well as non-cash
  charges such as depreciation and amortization, offset by increases in accounts
  receivable, a reflection of continued Company growth.
  
       Net cash utilized by investing activities amounted to $1,003,000 and
  $1,775,000 for the quarter ended March 31, 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
  
                                         8
  MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                     (Continued)
  
  efficiency. In 1996 and 1995 the Company acquired the assets and/or outstanding
  stock of four consulting firms for a combination of cash and non-cash items,
  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 $96,000 and $490,000
  for the quarter ended March 31, 1996 and 1995, respectively. These amounts
  represent payments of the Company's borrowings and defined incentives for
  acquisitions made in previous years, as discussed above, which were 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 aggregates $10,000,000 through its Revolving Credit Agreement
  with its primary bank. During 1996, the Company completed the acquisitions of
  People Tech, utilizing 4.0 million Canadian dollars (approximately $2.9 million)
  from its revolving credit facility at the floating primary rate of the bank, all
  of which remains outstanding at March 31, 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.
  
                                         9
  PART II - OTHER INFORMATION
  
  Items 1, 2, 3, and 5 were not applicable in the period ended March 31, 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 all approved.
  
  Item 6.   Exhibits and Reports on Form 8-K
  
            a.   Exhibits:
  
                 10.27 - Purchase Agreement between PTR Right Acquisition Co. Inc.
                 and Marti Smye, Margaret Smith, Richard Zuliani, Margaret Smith
                 Family Trust, Richard Zuliani Family Trust and People Tech
                 Consulting, Inc., dated April 10, 1996.
  
                 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.
  
                 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, 1996
                    ---------------------                    ------------
                    Richard J. Pinola                            Date
                    Chairman of the Board and 
                    Chief Executive Officer
  
                 BY:\S\ G. LEE BOHS                          May 14, 1996
                     -----------------------------           ------------
                    G. Lee Bohs                                  Date
                    Chief Financial Officer and 
                    Principal Accounting Officer
  
  * - Filed in electronic form only.
  
                                         10