content: FORM 10-Q
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  (X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
  
           For the quarterly period ended June 30, 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                     (IRS Employer
    of incorporation of organization)              Identification No.)
  
      1818 Market Street, Philadelphia, Pennsylvania          19103
      ----------------------------------------------          -----
       (Address of principal executive offices)              (Zip Code)
  
  Registrant's telephone number, including area code: (215) 988-1588
  
  Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
  required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
  1934  during  the  preceding  12 months  (or for such  shorter  period  that the
  registrant was required to file such reports),  and (2) has been subject to such
  filing requirements for the past 90 days.
  
                       Yes  __X__               No ______
  
  Indicate the number of shares  outstanding  of each of the  issuer's  classes of
  common stock as of July 31, 1998:
  
  Common Stock, $0.01 par value                            6,709,051
  ------------------------------                       ----------------
           Class                                       Number of Shares
  <PAGE>
                         Right Management Consultants, Inc.
                        Condensed Consolidated Balance Sheets
                      (Dollars in Thousands Except Share Data)
  <TABLE>
  <CAPTION>
                                                                                June 30,            December 31,
                                                                                  1998                  1997
                                                                               (Unaudited)
                                               Assets
  <S>                                                                                  <C>                     <C>     
  Current Assets:
  Cash and cash equivalents                                                            $  8,870                $  7,583
  Accounts receivable, trade, net of allowance for doubtful accounts
    of $809 and $663 in 1998 and 1997, respectively                                      28,819                  21,888
  Royalties and fees receivable from Affiliates                                           3,389                   2,511
  Other current assets                                                                    3,435                   2,755
                                                                                       --------                --------
    Total current assets                                                                 44,513                  34,737
  
  Property and equipment, net of accumulated depreciation of $19,324
    and $16,931 in 1998 and 1997, respectively                                           14,253                  13,342
  
  Intangible assets, net of accumulated amortization of $12,796 and
    $10,702 in 1998 and 1997, respectively                                               35,286                  30,703
  Other noncurrent assets                                                                 2,977                   2,922
                                                                                       --------                --------
    Total Assets                                                                       $ 97,029                $ 81,704
                                                                                       ========                ========
  
                        Liabilities and Shareholders' Equity
  
  Current Liabilities:
  Current portion of long-term debt and other obligations                              $  4,416                $  3,943
  Accounts and commissions payable                                                        7,302                   6,082
  Accrued expenses                                                                       10,881                   6,294
  Deferred income                                                                         5,545                   2,927
                                                                                       --------                --------
    Total current liabilities                                                            28,144                  19,246
                                                                                       --------                --------
  
  Long-term debt and other obligations                                                   11,919                   8,775
                                                                                       --------                --------
  
  Deferred compensation                                                                   1,691                   1,822
                                                                                       --------                --------
  
  Minority interest in subsidiaries                                                       1,560                   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;
    7,080,770 and 7,084,104 shares issued in 1998 and 1997, respectively                     71                      71
  Additional paid-in capital                                                             14,776                  14,492
  Retained earnings                                                                      41,502                  38,363
  Accumulated total comprehensive income                                                   (738)                   (580)
                                                                                       --------                --------
                                                                                         55,611                  52,346
  Less treasury stock, at cost, 380,452 shares                                           (1,896)                 (1,896)
                                                                                       --------                --------
    Total shareholders' equity                                                           53,715                  50,450
                                                                                       --------                --------
    Total Liabilities and Shareholders' Equity                                         $ 97,029                $ 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 June 30,
                                                                  1998             1997
  <S>                                                           <C>              <C>    
  Revenue:
  Company office revenue                                        $39,802          $30,057
  Affiliate royalties                                             1,003              770
                                                               --------         --------
  
  Total revenue                                                  40,805           30,827
                                                               --------         --------
  
  Expenses:
  Consultants' compensation                                      16,304           12,523
  Office sales and consulting support                             2,384            1,708
  Office administration                                          13,971           11,329
  General sales and administration                                4,876            3,202
                                                               --------         --------
  
  Total expenses                                                 37,535           28,762
                                                               --------         --------
  
  Income from operations                                          3,270            2,065
  
  Interest income (expense), net                                   (157)             (39)
                                                               --------         --------
  
  Income before income taxes                                      3,113            2,026
  
  Provision for income taxes                                      1,318              830
  
  Minority interest in net income of subsidiaries                   119               --
                                                               --------         --------
  
  Net income                                                     $1,676           $1,196
                                                               ========         ========
  
  Basic earnings per share                                        $0.25            $0.18
                                                               ========         ========
  
  Diluted earnings per share                                      $0.25            $0.18
                                                               ========         ========
  
  Basic weighted average number of shares outstanding             6,698            6,582
                                                               ========         ========
  
  Diluted weighted average number of shares outstanding           6,793            6,720
                                                               ========         ========
  </TABLE>
  
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                         2
  <PAGE>
                         Right Management Consultants, Inc.
                     Condensed Consolidated Statements of Income
          (Dollars and Shares in Thousands Except Earnings per Share Data)
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                Six Months Ended June 30,
                                                                  1998             1997
  <S>                                                           <C>              <C>    
  Revenue:
  Company office revenue                                        $77,034          $59,047
  Affiliate royalties                                             2,043            1,825
                                                               --------         --------
  
  Total revenue                                                  79,077           60,872
                                                               --------         --------
  
  Expenses:
  Consultants' compensation                                      32,100           25,308
  Office sales and consulting support                             4,673            3,287
  Office administration                                          27,133           22,224
  General sales and administration                                9,055            6,246
  Restructuring costs (Note B)                                       --              630
                                                               --------         --------
  
  Total expenses                                                 72,961           57,695
                                                               --------         --------
  
  Income from operations                                          6,116            3,177
  
  Interest income (expense), net                                   (394)              55
                                                               --------         --------
  
  Income before income taxes                                      5,722            3,232
  
  Provision for income taxes                                      2,434            1,311
  
  Minority interest in net income of subsidiaries                   149               --
                                                               --------         --------
  
  Net income                                                     $3,139           $1,921
                                                               ========         ========
  
  Basic earnings per share                                        $0.47            $0.29
                                                               ========         ========
  
  Diluted earnings per share                                      $0.46            $0.28
                                                               ========         ========
  
  Basic weighted average number of shares outstanding             6,696            6,549
                                                               ========         ========
  
  Diluted weighted average number of shares outstanding           6,784            6,751
                                                               ========         ========
  </TABLE>
  
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                         3
  <PAGE>
                         Right Management Consultants, Inc.
                   Condensed Consolidated Statements of Cash Flows
                               (Dollars in Thousands)
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                   Six Months Ended June 30,
                                                                    1998             1997
  <S>                                                               <C>              <C>   
  Operating Activities:
       Net income                                                   $3,139           $1,921
       Adjustments to reconcile net income to net cash
          provided by (utilized for) operating activities:
           Depreciation and amortization                             3,810            2,845
           Deferred income taxes                                       423               --
           Restricted stock compensation                                --             (593)
           Tax benefit from the exercise of stock options               --              400
           Restructuring costs (Note B)                                 --              630
           Minority interest in net income of subsidiaries             149               --
           Provision for doubtful accounts                             240              150
           Other non-cash items                                        360             (388)
           Changes in operating accounts:
             (Increase) in operating assets                         (9,065)            (530)
             Increase (decrease) in operating liabilities            8,080           (6,050)
                                                                  --------         --------
  
  Net cash provided by (utilized for) operating activities           7,136           (1,615)
                                                                  --------         --------
  
  Investing Activities:
       Purchase of property and equipment                           (3,278)          (2,558)
       Net cash paid for acquisitions                               (6,180)          (4,472)
                                                                  --------         --------
  
  Net cash utilized for investing activities                        (9,458)          (7,030)
                                                                  --------         --------
  
  Financing Activities:
       Borrowings under revolving credit facility                    5,900            5,500
       Payment of long-term debt and other obligations              (2,575)          (1,250)
       Repurchase of common stock                                       --             (228)
       Proceeds from stock issuances                                   284              989
                                                                  --------         --------
  
  Net cash provided by financing activities                          3,609            5,011
                                                                  --------         --------
  
  Increase (decrease) in cash and cash equivalents                   1,287           (3,634)
  
  Cash and cash equivalents, beginning of period                     7,583           18,055
                                                                  --------         --------
  
  Cash and cash equivalents, end of period                          $8,870          $14,421
                                                                  ========         ========
  
  Supplemental Disclosures of Cash Flow Information
       Cash paid for:
  
           Interest                                                   $523             $228
                                                                  ========         ========
  
           Income taxes                                             $1,258           $1,746
                                                                  ========         ========
  </TABLE>
  
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                         4
  <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 six months ended June
  30, 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 June 30, 1998
  and 1997 was $1,535,000 and $1,235,000, respectively. Total comprehensive income
  for the six months ended June 30, 1998 and 1997 was $3,048,000 and $1,772,000,
  respectively.
  
  Reclassifications
  
  Certain 1997 amounts have been reclassified to conform to the 1998 presentation.
  
                                         5
  <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 - ACQUISITIONS 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.
  
  Effective April 1, 1998, the Company acquired 51 % of the outstanding shares of
  Teams International, Inc. ("Teams"), a technology-based assessment firm
  specializing in 360-degree feedback instruments to support a wide spectrum of
  organizational change initiatives. The purchase price of this acquisition,
  including costs of acquisition, approximated $2,308,000. The Company borrowed
  $2,300,000 from its revolving credit facility in order to complete this
  transaction. 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.
  
  These transactions were accounted for as purchases. The accompanying
  consolidated financial statements reflect the year to date results from the
  effective dates of acquisition for all of the above transactions. For the six
  months ended June 30, 1998, the aggregate purchase price for acquisitions was
  approximately $6,180,000, including the costs of acquisitions. The purchase
  price exceeded the fair value of the assets acquired by $6,270,000.
  
                                         6
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE C - ACQUISITIONS AND LICENSING AGREEMENT (Continued)
  
  The pro-forma impact of these acquisitions on results of operations is
  immaterial to the consolidated financial statements as a whole, and has been
  omitted.
  
  NOTE D - ACCRUED EXPENSES
  
  The increase in accrued expenses existing at June 30, 1998 is attributable to
  incentive compensation accruals due to the Company's achievement of certain
  internal revenue and earnings targets in 1998. The internal revenue and earnings
  targets were not met in 1997.
  
  NOTE E - DEBT
  
  The Company has entered into four interest rate swap agreements with an
  aggregate notional principal at June 30, 1998 of $13,350,000 and quarterly
  payments scheduled over two to five years. At June 30, 1998, the Company's
  interest rates under these interest rate swaps ranged from 6.4% to 6.7%.
  
  The borrowing of $2,300,000 to complete the acquisition of Teams (see Note C to
  the Condensed Consolidated Financial Statements) is not subject to an interest
  rate swap. The Company pays a floating interest rate on this borrowing which
  approximated 6.6% at June 30, 1998.
  
  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.
  
                                         7
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE F - 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.
  
  <TABLE>
  <CAPTION>
                                  For the three months                    For the six months
                                  ended June 30, 1998                     ended June 30, 1998
                              Income        Shares    EPS            Income        Shares     EPS
  <S>                       <C>           <C>        <C>           <C>            <C>         <C>  
  Basic EPS:
  Net income                $1,676,000    6,698,000  $0.25         $3,139,000     6,696,000   $0.47
                                                     =====                                    =====
  Impact of options                ---       95,000                       ---        88,000
                            ----------    ---------                ----------     ---------
  Diluted EPS:
  Net income                $1,676,000    6,793,000  $0.25         $3,139,000     6,784,000   $0.46
                            ==========    =========  =====         ==========     =========   =====
  </TABLE>
  
  <TABLE>
  <CAPTION>
                                  For the three months                   For the six months
                                  ended June 30, 1997                    ended June 30, 1997
                              Income        Shares    EPS            Income        Shares     EPS
  <S>                       <C>           <C>        <C>           <C>            <C>         <C>  
  Basic EPS:
  Net income                $1,196,000    6,582,000  $0.18         $1,921,000     6,549,000   $0.29
                                                     =====                                    =====
  Impact of options                ---      138,000                       ---       202,000
                            ----------    ---------                ----------     ---------
  Diluted EPS:
  Net income                $1,196,000    6,720,000  $0.18         $1,921,000     6,751,000   $0.28
                            ==========    =========  =====         ==========     =========   =====
  </TABLE>
  
  
  For the three months and six months ended June 30, 1998, outstanding options to
  purchase 798,214 shares of Company Common Stock at prices ranging from $12.75 to
  $24.33 per share were excluded from the computation of diluted EPS, as the
  options' average exercise price was greater than the market price of the Common
  Stock.
  
                                         8
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE G - SEGMENTS
  
  Summarized operations of each of the Company's geographic segments in the
  aggregate as of June 30, 1998 and 1997 and for the six 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      $77,613,000     $ 6,365,000     $ 7,697,000     $ 5,354,000     $97,029,000
                           ===========     ===========     ===========     ===========     ===========
  
  Total revenue            $60,522,000     $ 5,136,000     $ 7,020,000     $ 6,399,000     $79,077,000
                           ===========     ===========     ===========     ===========     ===========
  
  Income from
  operations (1)           $ 3,771,000     $   813,000     $ 1,076,000     $   456,000     $ 6,116,000
                           ===========     ===========     ===========     ===========     ===========
  
  Depreciation and
  amortization             $ 3,005,000     $   264,000     $   235,000     $   306,000     $ 3,810,000
                           ===========     ===========     ===========     ===========     ===========
  
  Capital expenditures     $ 2,630,000     $   143,000     $   153,000     $   352,000     $ 3,278,000
                           ===========     ===========     ===========     ===========     ===========
  
  1997
  
  Identifiable assets      $62,435,000     $ 7,209,000     $ 6,065,000     $        --     $75,709,000
                           ===========     ===========     ===========     ===========     ===========
  
  Revenue                  $48,901,000     $ 5,689,000     $ 6,282,000     $        --     $60,872,000
                           ===========     ===========     ===========     ===========     ===========
  
  Income from
  operations (1)           $ 1,433,000     $ 1,135,000     $   609,000     $        --     $ 3,177,000
                           ===========     ===========     ===========     ===========     ===========
  
  Depreciation and
  amortization             $ 2,499,000     $   132,000     $   214,000     $        --     $ 2,845,000
                           ===========     ===========     ===========     ===========     ===========
  
  Capital expenditures     $ 1,838,000     $    76,000     $   644,000     $        --     $ 2,558,000
                           ===========     ===========     ===========     ===========     ===========
  <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.
  
                                         9
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE G - SEGMENTS (Continued)
  
  The Company has elected not to comply early with SFAS No. 131.
  
  NOTE H - SUBSEQUENT EVENT
  
  In March 1997, the Board of Directors (the "Board") approved a stock repurchase
  program under which the Company is authorized to repurchase up to 10% of its
  currently outstanding common stock. Any shares repurchased will be held as
  treasury shares and be available to the Company for any use in various benefit
  plans and, when authorized by the Board, for other general corporate purposes.
  The Board has authorized Company management to pursue the repurchase program in
  open market transactions from time-to-time, depending upon market conditions and
  other factors.
  
  During 1997, the Company repurchased 127,000 shares of Common Stock at an
  aggregate purchase price of $1,379,000.
  
  In early August 1998, the Company repurchased 90,000 shares of Common Stock at
  an aggregate purchase price of $1,051,000.
  
                                         10
  <PAGE>
                                   PART I - ITEM 2
                 MANAGEMENT'S DISSCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
  
  
  Results of Operations
  
  For the three months ended June 30, 1998, revenue generated by Company offices
  increased by 32% or $9,745,000 from the corresponding quarter in 1997. This
  increase is due to same office revenue growth of approximately 10%, in addition
  to $6,687,000 in incremental revenues from acquisitions consummated subsequent
  to the second quarter 1997. The same office revenue growth was derived primarily
  from the U.S. and European operations and was evident in both the outplacement
  and human resource consulting lines of business.
  
  For the three months ended June 30, 1998, revenue generated by Company offices
  within the outplacement line of business increased by 20% or $5,457,000. This
  outplacement revenue increase is largely due to $3,808,000 in incremental
  revenues from acquisitions consummated subsequent to the second quarter 1997. In
  addition, the Company experienced greater activity from existing major
  international and national accounts across all geographic regions.
  
  For the three months ended June 30, 1998, revenue generated by Company offices
  within the human resource consulting line of business increased by 130% or
  $4,288,000. This significant increase in consulting revenues is due to same
  office consulting revenue growth of approximately 43%, in addition to $2,879,000
  in incremental consulting revenues from the acquisitions consummated subsequent
  to the second quarter 1997 (see Note C to the Condensed Consolidated Financial
  Statements).
  
  For the six months ended June 30, 1998, revenue generated by Company offices
  increased 30% or $17,987,000 from the corresponding period in 1997. This
  increase is due to same office revenue growth within both the outplacement and
  human resource consulting lines of business, in addition to $12,736,000 in
  incremental revenues from acquisitions consummated subsequent to the second
  quarter 1997. For the six months ended June 30, 1998, same office revenues in
  total increased by 9%.
  
  For the three months ended June 30, 1998, Affiliate royalties increased 30% or
  $233,000 from the corresponding quarter in 1997. For the six months ended June
  30, 1998, Affiliate royalties increased 12% or $218,000 from the corresponding
  quarter in 1997.
  
  For the three months ended June 30, 1998, total Company office expenses
  increased 28% or $7,099,000 over the corresponding quarter in 1997. This
  increase is due to $5,915,000 in incremental costs from acquisitions consummated
  subsequent to the second 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 second quarter 1998 has triggered this increase in office
  level incentives.
  
                                         11
  <PAGE>
                                   PART I - ITEM 2
                 MANAGEMENT'S DISSCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                     CONTINUED
  
  For the six months ended June 30, 1998, total Company office expenses increased
  26% or $13,087,000 over the corresponding period in 1997, excluding the 1997
  restructuring charge of $630,000 (see Note B to the Condensed Consolidated
  Financial Statements). This increase is due to $11,479,000 in incremental costs
  from acquisitions, as well as an increase in office level employee incentives.
  
  Aggregate Company office margins were 18% and 15% for the second quarter 1998
  and 1997, respectively. Year to date aggregate Company office margins, exclusive
  of the 1997 restructuring charge (see Note B to the Condensed Consolidated
  Financial Statements), were 17% and 14% for 1998 and 1997, respectively. The
  increase in margin is attributable primarily to the previously mentioned revenue
  growth, particularly in the consulting line of business, and improved European
  results, partly offset by break-even results in the Asia-Pacific segment and
  increased funding for office level incentives. The first quarter results within
  the Asia-Pacific segment were negatively impacted by the summer holiday period
  in that geographic region.
  
  For the three months ended June 30, 1998, general sales and administration
  expenses increased by 52% or $1,674,000 over the corresponding quarter 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, as well as the forfeiture of restricted stock awards
  in 1997 which reduced the general sales and administrative expenses in that
  year. General sales and administrative expenses as a percentage of total
  revenues were approximately 12% for the second quarter 1998 versus 10% for the
  second quarter 1997.
  
  For the six months ended June 30, 1998, general sales and administration
  expenses increased 45% or $2,809,000 over the corresponding period in 1997. This
  increase is due to the previously mentioned increases in incentive compensation
  expense and amortization charges, as well as the forfeiture of restricted stock
  awards in 1997. General sales and administrative expenses as a percentage of
  total revenues were approximately 11% for year to date 1998 versus 10% for year
  to date 1997.
  
  
                                         12
  <PAGE>
                                   PART I - ITEM 2
                 MANAGEMENT'S DISSCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                     CONTINUED
  
  The Company's effective tax rates for the three months ended June 30, 1998 and
  1997 were approximately 42% and 41%, respectively. The Company's effective tax
  rates for the six months ended June 30, 1998 and 1997 were approximately 43% and
  41%, 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. Throughout the remainder of 1998, the Company
  anticipates that the effective tax rate will approximate 43%.
  
  Capital Resources and Liquidity
  
  At June 30, 1998 and December 31, 1997, the Company had cash and cash
  equivalents of $8,870,000 and $7,583,000, respectively. At June 30, 1998 and
  December 31, 1997, the Company had working capital of $16,369,000 and
  $15,491,000, respectively.
  
  Net cash provided by operating activities amounted to $7,136,000 for the six
  months ended June 30, 1998 versus cash utilized for operating activities of
  $1,615,000 for 1997. The improvement is primarily the result of increased
  earnings.
  
  Net cash utilized for investing activities amounted to $9,458,000 and $7,030,000
  for the six months ended June 30, 1998 and 1997, respectively. The Company
  continues to invest in equipment and technology to meet the needs of its
  operations and enhance operating efficiencies. Additionally, during the first
  six months of 1998, the Company acquired two consulting firms and entered into a
  licensing agreement with an outside firm 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 $3,609,000 and $5,011,000
  for the six months ended June 30, 1998 and 1997, respectively. The net cash
  inflow for 1998 was the result of the $5,900,000 borrowing made to complete the
  Manus and Teams acquisitions (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 $24,350,000
  available under the revolving credit facility at June 30, 1998. 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.
  
                                         13
  <PAGE>
                                   PART I - ITEM 2
                 MANAGEMENT'S DISSCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                     CONTINUED
  
  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 an evaluation of the potential impact of the year
  2000. 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.
  
  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.
  
                                         14
  <PAGE>
  
  PART II - OTHER INFORMATION
  
  Items 1, 2, 3 and 5 were not applicable in the six months ended June 30, 1998.
  
  Item 4.   Submission of Matters to a Vote of Security Holders
                 The Company held its annual meeting of shareholders on May 7,
                 1998. 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, John R. Bourbeau, Raymond B. Langton,
                 Rebecca J. Maddox, Catherine Y. Selleck, Marti D. Smye and
                 Frederick R. Davidson were elected as directors. The selection by
                 the Board of Directors of Arthur Andersen LLP as the Company's
                 independent public accountants for the current fiscal year was
                 also ratified.
  
  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.
  
                                         15
  <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                          August 13, 1998
            Richard J. Pinola                                      Date
            Chairman of the Board and Chief Executive Officer
  
            BY:/S/ G. LEE BOHS                                August 10, 1998
            G. Lee Bohs                                            Date
            Chief Financial Officer and
            Principal Accounting Officer
  
  
                                         16
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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": "98689880"}, "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 June 30, 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                     (IRS Employer
    of incorporation of organization)              Identification No.)
  
      1818 Market Street, Philadelphia, Pennsylvania          19103
      ----------------------------------------------          -----
       (Address of principal executive offices)              (Zip Code)
  
  Registrant's telephone number, including area code: (215) 988-1588
  
  Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
  required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
  1934  during  the  preceding  12 months  (or for such  shorter  period  that the
  registrant was required to file such reports),  and (2) has been subject to such
  filing requirements for the past 90 days.
  
                       Yes  __X__               No ______
  
  Indicate the number of shares  outstanding  of each of the  issuer's  classes of
  common stock as of July 31, 1998:
  
  Common Stock, $0.01 par value                            6,709,051
  ------------------------------                       ----------------
           Class                                       Number of Shares
  Right Management Consultants, Inc.
                        Condensed Consolidated Balance Sheets
                      (Dollars in Thousands Except Share Data)
  June 30,            December 31,
                                                                                  1998                  1997
                                                                               (Unaudited)
                                               Assets
  Current Assets:
  Cash and cash equivalents                                                            $  8,870                $  7,583
  Accounts receivable, trade, net of allowance for doubtful accounts
    of $809 and $663 in 1998 and 1997, respectively                                      28,819                  21,888
  Royalties and fees receivable from Affiliates                                           3,389                   2,511
  Other current assets                                                                    3,435                   2,755
                                                                                       --------                --------
    Total current assets                                                                 44,513                  34,737
  
  Property and equipment, net of accumulated depreciation of $19,324
    and $16,931 in 1998 and 1997, respectively                                           14,253                  13,342
  
  Intangible assets, net of accumulated amortization of $12,796 and
    $10,702 in 1998 and 1997, respectively                                               35,286                  30,703
  Other noncurrent assets                                                                 2,977                   2,922
                                                                                       --------                --------
    Total Assets                                                                       $ 97,029                $ 81,704
                                                                                       ========                ========
  
                        Liabilities and Shareholders' Equity
  
  Current Liabilities:
  Current portion of long-term debt and other obligations                              $  4,416                $  3,943
  Accounts and commissions payable                                                        7,302                   6,082
  Accrued expenses                                                                       10,881                   6,294
  Deferred income                                                                         5,545                   2,927
                                                                                       --------                --------
    Total current liabilities                                                            28,144                  19,246
                                                                                       --------                --------
  
  Long-term debt and other obligations                                                   11,919                   8,775
                                                                                       --------                --------
  
  Deferred compensation                                                                   1,691                   1,822
                                                                                       --------                --------
  
  Minority interest in subsidiaries                                                       1,560                   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;
    7,080,770 and 7,084,104 shares issued in 1998 and 1997, respectively                     71                      71
  Additional paid-in capital                                                             14,776                  14,492
  Retained earnings                                                                      41,502                  38,363
  Accumulated total comprehensive income                                                   (738)                   (580)
                                                                                       --------                --------
                                                                                         55,611                  52,346
  Less treasury stock, at cost, 380,452 shares                                           (1,896)                 (1,896)
                                                                                       --------                --------
    Total shareholders' equity                                                           53,715                  50,450
                                                                                       --------                --------
    Total Liabilities and Shareholders' Equity                                         $ 97,029                $ 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 June 30,
                                                                  1998             1997
  Revenue:
  Company office revenue                                        $39,802          $30,057
  Affiliate royalties                                             1,003              770
                                                               --------         --------
  
  Total revenue                                                  40,805           30,827
                                                               --------         --------
  
  Expenses:
  Consultants' compensation                                      16,304           12,523
  Office sales and consulting support                             2,384            1,708
  Office administration                                          13,971           11,329
  General sales and administration                                4,876            3,202
                                                               --------         --------
  
  Total expenses                                                 37,535           28,762
                                                               --------         --------
  
  Income from operations                                          3,270            2,065
  
  Interest income (expense), net                                   (157)             (39)
                                                               --------         --------
  
  Income before income taxes                                      3,113            2,026
  
  Provision for income taxes                                      1,318              830
  
  Minority interest in net income of subsidiaries                   119               --
                                                               --------         --------
  
  Net income                                                     $1,676           $1,196
                                                               ========         ========
  
  Basic earnings per share                                        $0.25            $0.18
                                                               ========         ========
  
  Diluted earnings per share                                      $0.25            $0.18
                                                               ========         ========
  
  Basic weighted average number of shares outstanding             6,698            6,582
                                                               ========         ========
  
  Diluted weighted average number of shares outstanding           6,793            6,720
                                                               ========         ========
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                         2
  Right Management Consultants, Inc.
                     Condensed Consolidated Statements of Income
          (Dollars and Shares in Thousands Except Earnings per Share Data)
                                     (Unaudited)
  Six Months Ended June 30,
                                                                  1998             1997
  Revenue:
  Company office revenue                                        $77,034          $59,047
  Affiliate royalties                                             2,043            1,825
                                                               --------         --------
  
  Total revenue                                                  79,077           60,872
                                                               --------         --------
  
  Expenses:
  Consultants' compensation                                      32,100           25,308
  Office sales and consulting support                             4,673            3,287
  Office administration                                          27,133           22,224
  General sales and administration                                9,055            6,246
  Restructuring costs (Note B)                                       --              630
                                                               --------         --------
  
  Total expenses                                                 72,961           57,695
                                                               --------         --------
  
  Income from operations                                          6,116            3,177
  
  Interest income (expense), net                                   (394)              55
                                                               --------         --------
  
  Income before income taxes                                      5,722            3,232
  
  Provision for income taxes                                      2,434            1,311
  
  Minority interest in net income of subsidiaries                   149               --
                                                               --------         --------
  
  Net income                                                     $3,139           $1,921
                                                               ========         ========
  
  Basic earnings per share                                        $0.47            $0.29
                                                               ========         ========
  
  Diluted earnings per share                                      $0.46            $0.28
                                                               ========         ========
  
  Basic weighted average number of shares outstanding             6,696            6,549
                                                               ========         ========
  
  Diluted weighted average number of shares outstanding           6,784            6,751
                                                               ========         ========
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                         3
  Right Management Consultants, Inc.
                   Condensed Consolidated Statements of Cash Flows
                               (Dollars in Thousands)
                                     (Unaudited)
  Six Months Ended June 30,
                                                                    1998             1997
  Operating Activities:
       Net income                                                   $3,139           $1,921
       Adjustments to reconcile net income to net cash
          provided by (utilized for) operating activities:
           Depreciation and amortization                             3,810            2,845
           Deferred income taxes                                       423               --
           Restricted stock compensation                                --             (593)
           Tax benefit from the exercise of stock options               --              400
           Restructuring costs (Note B)                                 --              630
           Minority interest in net income of subsidiaries             149               --
           Provision for doubtful accounts                             240              150
           Other non-cash items                                        360             (388)
           Changes in operating accounts:
             (Increase) in operating assets                         (9,065)            (530)
             Increase (decrease) in operating liabilities            8,080           (6,050)
                                                                  --------         --------
  
  Net cash provided by (utilized for) operating activities           7,136           (1,615)
                                                                  --------         --------
  
  Investing Activities:
       Purchase of property and equipment                           (3,278)          (2,558)
       Net cash paid for acquisitions                               (6,180)          (4,472)
                                                                  --------         --------
  
  Net cash utilized for investing activities                        (9,458)          (7,030)
                                                                  --------         --------
  
  Financing Activities:
       Borrowings under revolving credit facility                    5,900            5,500
       Payment of long-term debt and other obligations              (2,575)          (1,250)
       Repurchase of common stock                                       --             (228)
       Proceeds from stock issuances                                   284              989
                                                                  --------         --------
  
  Net cash provided by financing activities                          3,609            5,011
                                                                  --------         --------
  
  Increase (decrease) in cash and cash equivalents                   1,287           (3,634)
  
  Cash and cash equivalents, beginning of period                     7,583           18,055
                                                                  --------         --------
  
  Cash and cash equivalents, end of period                          $8,870          $14,421
                                                                  ========         ========
  
  Supplemental Disclosures of Cash Flow Information
       Cash paid for:
  
           Interest                                                   $523             $228
                                                                  ========         ========
  
           Income taxes                                             $1,258           $1,746
                                                                  ========         ========
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                         4
  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 six months ended June
  30, 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 June 30, 1998
  and 1997 was $1,535,000 and $1,235,000, respectively. Total comprehensive income
  for the six months ended June 30, 1998 and 1997 was $3,048,000 and $1,772,000,
  respectively.
  
  Reclassifications
  
  Certain 1997 amounts have been reclassified to conform to the 1998 presentation.
  
                                         5
  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 - ACQUISITIONS 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.
  
  Effective April 1, 1998, the Company acquired 51 % of the outstanding shares of
  Teams International, Inc. ("Teams"), a technology-based assessment firm
  specializing in 360-degree feedback instruments to support a wide spectrum of
  organizational change initiatives. The purchase price of this acquisition,
  including costs of acquisition, approximated $2,308,000. The Company borrowed
  $2,300,000 from its revolving credit facility in order to complete this
  transaction. 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.
  
  These transactions were accounted for as purchases. The accompanying
  consolidated financial statements reflect the year to date results from the
  effective dates of acquisition for all of the above transactions. For the six
  months ended June 30, 1998, the aggregate purchase price for acquisitions was
  approximately $6,180,000, including the costs of acquisitions. The purchase
  price exceeded the fair value of the assets acquired by $6,270,000.
  
                                         6
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE C - ACQUISITIONS AND LICENSING AGREEMENT (Continued)
  
  The pro-forma impact of these acquisitions on results of operations is
  immaterial to the consolidated financial statements as a whole, and has been
  omitted.
  
  NOTE D - ACCRUED EXPENSES
  
  The increase in accrued expenses existing at June 30, 1998 is attributable to
  incentive compensation accruals due to the Company's achievement of certain
  internal revenue and earnings targets in 1998. The internal revenue and earnings
  targets were not met in 1997.
  
  NOTE E - DEBT
  
  The Company has entered into four interest rate swap agreements with an
  aggregate notional principal at June 30, 1998 of $13,350,000 and quarterly
  payments scheduled over two to five years. At June 30, 1998, the Company's
  interest rates under these interest rate swaps ranged from 6.4% to 6.7%.
  
  The borrowing of $2,300,000 to complete the acquisition of Teams (see Note C to
  the Condensed Consolidated Financial Statements) is not subject to an interest
  rate swap. The Company pays a floating interest rate on this borrowing which
  approximated 6.6% at June 30, 1998.
  
  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.
  
                                         7
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE F - 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                    For the six months
                                  ended June 30, 1998                     ended June 30, 1998
                              Income        Shares    EPS            Income        Shares     EPS
  Basic EPS:
  Net income                $1,676,000    6,698,000  $0.25         $3,139,000     6,696,000   $0.47
                                                     =====                                    =====
  Impact of options                ---       95,000                       ---        88,000
                            ----------    ---------                ----------     ---------
  Diluted EPS:
  Net income                $1,676,000    6,793,000  $0.25         $3,139,000     6,784,000   $0.46
                            ==========    =========  =====         ==========     =========   =====
  For the three months                   For the six months
                                  ended June 30, 1997                    ended June 30, 1997
                              Income        Shares    EPS            Income        Shares     EPS
  Basic EPS:
  Net income                $1,196,000    6,582,000  $0.18         $1,921,000     6,549,000   $0.29
                                                     =====                                    =====
  Impact of options                ---      138,000                       ---       202,000
                            ----------    ---------                ----------     ---------
  Diluted EPS:
  Net income                $1,196,000    6,720,000  $0.18         $1,921,000     6,751,000   $0.28
                            ==========    =========  =====         ==========     =========   =====
  For the three months and six months ended June 30, 1998, outstanding options to
  purchase 798,214 shares of Company Common Stock at prices ranging from $12.75 to
  $24.33 per share were excluded from the computation of diluted EPS, as the
  options' average exercise price was greater than the market price of the Common
  Stock.
  
                                         8
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE G - SEGMENTS
  
  Summarized operations of each of the Company's geographic segments in the
  aggregate as of June 30, 1998 and 1997 and for the six month periods then ended
  are as follows:
  Asia-
  1998                         U.S.           Canada          Europe         Pacific       Consolidated
  Identifiable assets      $77,613,000     $ 6,365,000     $ 7,697,000     $ 5,354,000     $97,029,000
                           ===========     ===========     ===========     ===========     ===========
  
  Total revenue            $60,522,000     $ 5,136,000     $ 7,020,000     $ 6,399,000     $79,077,000
                           ===========     ===========     ===========     ===========     ===========
  
  Income from
  operations (1)           $ 3,771,000     $   813,000     $ 1,076,000     $   456,000     $ 6,116,000
                           ===========     ===========     ===========     ===========     ===========
  
  Depreciation and
  amortization             $ 3,005,000     $   264,000     $   235,000     $   306,000     $ 3,810,000
                           ===========     ===========     ===========     ===========     ===========
  
  Capital expenditures     $ 2,630,000     $   143,000     $   153,000     $   352,000     $ 3,278,000
                           ===========     ===========     ===========     ===========     ===========
  
  1997
  
  Identifiable assets      $62,435,000     $ 7,209,000     $ 6,065,000     $        --     $75,709,000
                           ===========     ===========     ===========     ===========     ===========
  
  Revenue                  $48,901,000     $ 5,689,000     $ 6,282,000     $        --     $60,872,000
                           ===========     ===========     ===========     ===========     ===========
  
  Income from
  operations (1)           $ 1,433,000     $ 1,135,000     $   609,000     $        --     $ 3,177,000
                           ===========     ===========     ===========     ===========     ===========
  
  Depreciation and
  amortization             $ 2,499,000     $   132,000     $   214,000     $        --     $ 2,845,000
                           ===========     ===========     ===========     ===========     ===========
  
  Capital expenditures     $ 1,838,000     $    76,000     $   644,000     $        --     $ 2,558,000
                           ===========     ===========     ===========     ===========     ===========
  (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.
  
                                         9
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE G - SEGMENTS (Continued)
  
  The Company has elected not to comply early with SFAS No. 131.
  
  NOTE H - SUBSEQUENT EVENT
  
  In March 1997, the Board of Directors (the "Board") approved a stock repurchase
  program under which the Company is authorized to repurchase up to 10% of its
  currently outstanding common stock. Any shares repurchased will be held as
  treasury shares and be available to the Company for any use in various benefit
  plans and, when authorized by the Board, for other general corporate purposes.
  The Board has authorized Company management to pursue the repurchase program in
  open market transactions from time-to-time, depending upon market conditions and
  other factors.
  
  During 1997, the Company repurchased 127,000 shares of Common Stock at an
  aggregate purchase price of $1,379,000.
  
  In early August 1998, the Company repurchased 90,000 shares of Common Stock at
  an aggregate purchase price of $1,051,000.
  
                                         10
  PART I - ITEM 2
                 MANAGEMENT'S DISSCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
  
  Results of Operations
  
  For the three months ended June 30, 1998, revenue generated by Company offices
  increased by 32% or $9,745,000 from the corresponding quarter in 1997. This
  increase is due to same office revenue growth of approximately 10%, in addition
  to $6,687,000 in incremental revenues from acquisitions consummated subsequent
  to the second quarter 1997. The same office revenue growth was derived primarily
  from the U.S. and European operations and was evident in both the outplacement
  and human resource consulting lines of business.
  
  For the three months ended June 30, 1998, revenue generated by Company offices
  within the outplacement line of business increased by 20% or $5,457,000. This
  outplacement revenue increase is largely due to $3,808,000 in incremental
  revenues from acquisitions consummated subsequent to the second quarter 1997. In
  addition, the Company experienced greater activity from existing major
  international and national accounts across all geographic regions.
  
  For the three months ended June 30, 1998, revenue generated by Company offices
  within the human resource consulting line of business increased by 130% or
  $4,288,000. This significant increase in consulting revenues is due to same
  office consulting revenue growth of approximately 43%, in addition to $2,879,000
  in incremental consulting revenues from the acquisitions consummated subsequent
  to the second quarter 1997 (see Note C to the Condensed Consolidated Financial
  Statements).
  
  For the six months ended June 30, 1998, revenue generated by Company offices
  increased 30% or $17,987,000 from the corresponding period in 1997. This
  increase is due to same office revenue growth within both the outplacement and
  human resource consulting lines of business, in addition to $12,736,000 in
  incremental revenues from acquisitions consummated subsequent to the second
  quarter 1997. For the six months ended June 30, 1998, same office revenues in
  total increased by 9%.
  
  For the three months ended June 30, 1998, Affiliate royalties increased 30% or
  $233,000 from the corresponding quarter in 1997. For the six months ended June
  30, 1998, Affiliate royalties increased 12% or $218,000 from the corresponding
  quarter in 1997.
  
  For the three months ended June 30, 1998, total Company office expenses
  increased 28% or $7,099,000 over the corresponding quarter in 1997. This
  increase is due to $5,915,000 in incremental costs from acquisitions consummated
  subsequent to the second 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 second quarter 1998 has triggered this increase in office
  level incentives.
  
                                         11
  PART I - ITEM 2
                 MANAGEMENT'S DISSCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                     CONTINUED
  
  For the six months ended June 30, 1998, total Company office expenses increased
  26% or $13,087,000 over the corresponding period in 1997, excluding the 1997
  restructuring charge of $630,000 (see Note B to the Condensed Consolidated
  Financial Statements). This increase is due to $11,479,000 in incremental costs
  from acquisitions, as well as an increase in office level employee incentives.
  
  Aggregate Company office margins were 18% and 15% for the second quarter 1998
  and 1997, respectively. Year to date aggregate Company office margins, exclusive
  of the 1997 restructuring charge (see Note B to the Condensed Consolidated
  Financial Statements), were 17% and 14% for 1998 and 1997, respectively. The
  increase in margin is attributable primarily to the previously mentioned revenue
  growth, particularly in the consulting line of business, and improved European
  results, partly offset by break-even results in the Asia-Pacific segment and
  increased funding for office level incentives. The first quarter results within
  the Asia-Pacific segment were negatively impacted by the summer holiday period
  in that geographic region.
  
  For the three months ended June 30, 1998, general sales and administration
  expenses increased by 52% or $1,674,000 over the corresponding quarter 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, as well as the forfeiture of restricted stock awards
  in 1997 which reduced the general sales and administrative expenses in that
  year. General sales and administrative expenses as a percentage of total
  revenues were approximately 12% for the second quarter 1998 versus 10% for the
  second quarter 1997.
  
  For the six months ended June 30, 1998, general sales and administration
  expenses increased 45% or $2,809,000 over the corresponding period in 1997. This
  increase is due to the previously mentioned increases in incentive compensation
  expense and amortization charges, as well as the forfeiture of restricted stock
  awards in 1997. General sales and administrative expenses as a percentage of
  total revenues were approximately 11% for year to date 1998 versus 10% for year
  to date 1997.
  
                                         12
  PART I - ITEM 2
                 MANAGEMENT'S DISSCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                     CONTINUED
  
  The Company's effective tax rates for the three months ended June 30, 1998 and
  1997 were approximately 42% and 41%, respectively. The Company's effective tax
  rates for the six months ended June 30, 1998 and 1997 were approximately 43% and
  41%, 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. Throughout the remainder of 1998, the Company
  anticipates that the effective tax rate will approximate 43%.
  
  Capital Resources and Liquidity
  
  At June 30, 1998 and December 31, 1997, the Company had cash and cash
  equivalents of $8,870,000 and $7,583,000, respectively. At June 30, 1998 and
  December 31, 1997, the Company had working capital of $16,369,000 and
  $15,491,000, respectively.
  
  Net cash provided by operating activities amounted to $7,136,000 for the six
  months ended June 30, 1998 versus cash utilized for operating activities of
  $1,615,000 for 1997. The improvement is primarily the result of increased
  earnings.
  
  Net cash utilized for investing activities amounted to $9,458,000 and $7,030,000
  for the six months ended June 30, 1998 and 1997, respectively. The Company
  continues to invest in equipment and technology to meet the needs of its
  operations and enhance operating efficiencies. Additionally, during the first
  six months of 1998, the Company acquired two consulting firms and entered into a
  licensing agreement with an outside firm 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 $3,609,000 and $5,011,000
  for the six months ended June 30, 1998 and 1997, respectively. The net cash
  inflow for 1998 was the result of the $5,900,000 borrowing made to complete the
  Manus and Teams acquisitions (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 $24,350,000
  available under the revolving credit facility at June 30, 1998. 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.
  
                                         13
  PART I - ITEM 2
                 MANAGEMENT'S DISSCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                     CONTINUED
  
  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 an evaluation of the potential impact of the year
  2000. 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.
  
  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.
  
                                         14
  PART II - OTHER INFORMATION
  
  Items 1, 2, 3 and 5 were not applicable in the six months ended June 30, 1998.
  
  Item 4.   Submission of Matters to a Vote of Security Holders
                 The Company held its annual meeting of shareholders on May 7,
                 1998. 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, John R. Bourbeau, Raymond B. Langton,
                 Rebecca J. Maddox, Catherine Y. Selleck, Marti D. Smye and
                 Frederick R. Davidson were elected as directors. The selection by
                 the Board of Directors of Arthur Andersen LLP as the Company's
                 independent public accountants for the current fiscal year was
                 also ratified.
  
  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.
  
                                         15
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this Report to be signed on its behalf by the
  undersigned, thereunto duly authorized.
  
  RIGHT MANAGEMENT CONSULTANTS, INC.
  
            BY:/S/ RICHARD J. PINOLA                          August 13, 1998
            Richard J. Pinola                                      Date
            Chairman of the Board and Chief Executive Officer
  
            BY:/S/ G. LEE BOHS                                August 10, 1998
            G. Lee Bohs                                            Date
            Chief Financial Officer and
            Principal Accounting Officer
  
                                         16