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, 1997
  
                                         OR
  
  ( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
           OF THE SECURITIES AND EXCHANGE ACT OF 1934
  
           For the transition period from _______ to _______
  
  
                           Commission File Number 0-15539
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
               (Exact name of registrant as specified in its charter)
  
  
               Pennsylvania                                  23-2153729
           (State of other jurisdiction of                 (IRS Employer
           incorporation of organization)                Identification No.)
  
  
           1818 Market Street, Philadelphia, Pennsylvania               19103
           (Address of principal executive offices)                   (Zip Code)
  
           Registrant's telephone number, including area code: (215) 988-1588
  
           Indicate by check mark whether the registrant: (1) has filed all
           reports required to be filed by Section 13 or 15(d) of the Securities
           Exchange Act of 1934 during the preceding 12 months (or for such
           shorter period that the registrant was required to file such reports),
           and (2) has been subject to such filing requirements for the past 90
           days.
  
                              Yes X               No ___
  
           Indicate the number of shares outstanding of each of the issuer's
           classes of common stock as of July 31, 1997:
  
           Common Stock, $0.01 par value                     6,601,429
                        Class                            Number of Shares
  
  
  <PAGE>
  
                         Right Management Consultants, Inc.
                        Condensed Consolidated Balance Sheets
                      (Amounts in Thousands Except Share Data)
  <TABLE>
  <CAPTION>
  
                                                                               June 30,     December 31,
                                                                                 1997          1996
                                                                             (Unaudited)
                                       Assets
  <S>                                                                          <C>           <C>    
  Current Assets:
  Cash and cash equivalents                                                    $14,421       $18,055
  Accounts receivable, trade, net of allowance for doubtful accounts
      of $620 and $552 in 1997 and 1996, respectively                           20,603        18,878
  Royalties and fees receivable from Affiliates                                  2,856         3,505
  Other current assets                                                           2,278         2,270
                                                                              --------      --------
         Total current assets                                                   40,158        42,708
  
  Property and equipment, net of accumulated depreciation of $14,718
     and $12,917 in 1997 and 1996, respectively                                 10,797         9,666
  
  Other Assets:
  Intangible assets, net of accumulated amortization of $9,492 and
      $8,525 in 1997 and 1996, respectively                                     21,742        18,724
  Other noncurrent assets                                                        3,012         2,837
                                                                              --------      --------
         Total Assets                                                          $75,709       $73,935
                                                                              ========      ========
  
  
                        Liabilities and Shareholders' Equity
  
  
  Current Liabilities:
  Current portion of long-term debt and other obligations                       $3,255        $1,011
  Accounts and commissions payable                                               5,968         5,536
  Accrued expenses                                                               2,670         6,951
  Deferred income                                                                4,735         3,868
                                                                              --------      --------
         Total current liabilities                                              16,628        17,366
                                                                              --------      --------
  
  Long-term debt and other obligations                                           8,025         6,904
                                                                              --------      --------
  
  Deferred compensation                                                          1,647         1,864
                                                                              --------      --------
  
  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; 6,869,813 and
       6,713,573 shares issued in 1997 and 1996, respectively                       69            67
  Additional paid-in capital                                                    12,750        11,956
  Retained earnings                                                             38,211        36,290
  Cumulative translation adjustment                                               (244)            5
                                                                              --------      --------
                                                                                50,786        48,318
  Less treasury stock, at cost, 330,452 shares and 252,952 shares in 1997
      and 1996, respectively                                                    (1,377)         (517)
                                                                              --------      --------
         Total shareholders' equity                                             49,409        47,801
                                                                              --------      --------
         Total Liabilities and Shareholders' Equity                            $75,709       $73,935
                                                                              ========      ========
  </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)
  
                                                   Three Months Ended June 30,
  
                                                       1997          1996
  
  Revenue:
  Company office revenue                             $30,057       $31,590
  Affiliate royalties                                    770         1,031
                                                    --------      --------
  
  Total revenue                                       30,827        32,621
                                                    --------      --------
  
  Expenses:
  Consultants' compensation                           12,523        12,027
  Office sales and consulting support                  1,623         1,170
  Office administration                               11,414        10,855
  General sales and administration                     3,202         4,127
                                                    --------      --------
  
  Total expenses                                      28,762        28,179
                                                    --------      --------
  
  Income from operations                               2,065         4,442
  
  Other income (expense):
  
  Interest income                                        104           105
  Interest expense                                      (143)         (163)
                                                    --------      --------
                                                         (39)          (58)
                                                    --------      --------
  
  Income before income taxes                           2,026         4,384
  
  Provision for income taxes                             830         1,787
                                                    --------      --------
  
  Net income                                          $1,196        $2,597
                                                    ========      ========
  
  Earnings per share                                   $0.18         $0.38
                                                    ========      ========
  
  Weighted average number of shares outstanding        6,720         6,809
                                                    ========      ========
  
  
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                          3
  
  
  
  <PAGE>
                         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,
  
                                                       1997          1996
  
  Revenue:
  Company office revenue                             $59,047       $62,807
  Affiliate royalties                                  1,825         2,277
                                                    --------      --------
  
  Total revenue                                       60,872        65,084
                                                    --------      --------
  
  Expenses:
  Consultants' compensation                           25,308        24,002
  Office sales and consulting support                  3,113         2,548
  Office administration                               22,398        22,092
  General sales and administration                     6,246         7,987
  Restructuring costs (Note B)                           630            --
                                                    --------      --------
  
  Total expenses                                      57,695        56,629
                                                    --------      --------
  
  Income from operations                               3,177         8,455
  
  Other income (expense):
  
  Interest income                                        308           258
  Interest expense                                      (253)         (335)
                                                    --------      --------
  
                                                          55           (77)
                                                    --------      --------
  
  Income before income taxes                           3,232         8,378
  
  Provision for income taxes                           1,311         3,372
                                                    --------      --------
  
  Net income                                          $1,921        $5,006
                                                    ========      ========
  
  Earnings per share                                   $0.28         $0.75
                                                    ========      ========
  
  Weighted average number of shares outstanding        6,751         6,720
                                                    ========      ========
  
  
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                          4
  
  <PAGE>
                         Right Management Consultants, Inc.
                   Condensed Consolidated Statements of Cash Flows
                               (Dollars in Thousands)
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                  Six Months Ended June 30,
                                                                    1997          1996
  <S>                                                              <C>           <C>   
  Operating Activities:
    Net income                                                     $1,921        $5,006
    Adjustments to reconcile net income to net cash
      (utilized for) provided by operating activities:
        Depreciation and amortization                               2,845         2,334
        Restricted stock compensation                                (593)          430
        Tax benefit from the exercise of stock options                400         1,919
        Restructuring costs                                           630            --
        Other non-cash items                                         (388)          245
        Provision for doubtful accounts                               150           150
        Changes in operating accounts:
            (Increase) in operating assets                           (530)       (3,290)
            (Decrease) increase in operating liabilities           (6,050)        1,667
                                                                 --------      --------
  
    Net cash (utilized for) provided by operating activities       (1,615)        8,461
                                                                 --------      --------
  
  Investing Activities:
    Purchase of property and equipment                             (2,558)       (2,159)
    Net cash paid for acquisitions                                 (4,472)         (169)
                                                                 --------      --------
  
    Net cash utilized for investing activities                     (7,030)       (2,328)
                                                                 --------      --------
  
  Financing Activities:
    Proceeds from borrowings                                        5,500            --
    Repurchase of common stock                                       (228)           --
    Payment of long-term debt and other obligations                (1,250)       (2,539)
    Proceeds from stock issuances                                     989         1,217
                                                                 --------      --------
  
    Net cash provided by (utilized for) financing activities        5,011        (1,322)
                                                                 --------      --------
  
  (Decrease) increase in cash and cash equivalents                 (3,634)        4,811
  
  Cash and cash equivalents, beginning of period                   18,055         8,965
                                                                 --------      --------
  
  Cash and cash equivalents, end of period                        $14,421       $13,776
                                                                 ========      ========
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                      $228          $223
                                                                 ========      ========
  
       Income taxes                                                $1,746        $3,030
                                                                 ========      ========
  </TABLE>
  
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                          5
  
  <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, 1997 are not necessarily indicative of the results that may be expected for
  the year ending December 31, 1997. 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, 1996.
  
  Principles of Consolidation
  
  The consolidated financial statements include the accounts of Right Management
  Consultants, Inc., and its wholly-owned subsidiaries. All significant
  intercompany transactions and balances have been eliminated in consolidation.
  
  Reclassifications
  
  Certain 1996 amounts have been reclassified to conform to the 1997 presentation.
  
  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, net of taxes) was
  primarily for severance payments related to reductions in force 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 during 1997.
  
                                         6
  <PAGE>
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE C - ACQUISITIONS
  
  Effective January 1, 1997, the Company acquired the assets and/or the
  outstanding stock of six career transition firms and one search firm for a
  combination of cash and future defined incentive payments. The six career
  transition firms included Nelson, O'Connor & Associates (Phoenix, Arizona),
  Corporate Resource Group (San Francisco, California), Cavendish Partners
  (London, England) and the former St. Louis, Missouri, Knoxville, Tennessee, and
  Richmond, Virginia Affiliates. The search firm acquired was Nelson, O'Connor Cox
  (Tucson, Arizona).
  
  Effective April 1, 1997, the Company acquired the outstanding stock of another
  career transition firm, Chapel Stowell, Inc. (Portland, Oregon).
  
  The acquisitions were accounted for under the purchase method. The accompanying
  consolidated financial statements reflect the year to date results from the
  effective date of acquisition for all of the above acquisitions.
  
  The purchase price for these acquisitions was approximately $4,472,000,
  including the costs of acquisitions. The purchase price exceeded the fair value
  of the assets acquired by $4,947,000. The Company funded all of the above
  acquisitions through operating cash.
  
  The pro-forma impact of these acquisitions on results of operations,  if any one
  of the  acquisitions  had  been  consummated  at the  beginning  of each  period
  presented, is immaterial to the consolidated financial statements as a whole and
  has been omitted.
  
  NOTE D - ACCRUED EXPENSES
  
  The decrease in accrued expenses existing at December 31, 1996 is a result of
  payments made by the Company during the first quarter of 1997 for 1996 income
  taxes and incentive compensation.
  
  NOTE E- DEBT
  
  In order to reduce the impact of changes in interest rates on a portion of the
  Company's floating rate debt under its revolving credit facility, the Company
  entered into two interest rate swap agreements with an aggregate notional
  principal of $9,300,000 and maturities of three to five years. The Company's
  fixed rate under these interest rate swap agreements is approximately 6.33%.
  
  Subsequent to June 30, 1997, the Company entered into another interest rate swap
  agreement with a notional principal of $2,000,000, a three year maturity and a
  5.99% fixed rate.
  
  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 has been immaterial to date.
  
  
                                          7
  <PAGE>
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE F - SHAREHOLDERS' EQUITY
  
  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 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.
  
  As of June 30, 1997, the Company had repurchased 77,500 shares of common stock
  at an aggregate purchase price of $860,000. The Company had funded only 22,500
  of the total shares purchased, or $228,000, prior to June 30, 1997. Subsequent
  to June 30, 1997, in addition to funding the remaining $632,000 of pre-June 30,
  1997 share purchases, the Company purchased an additional 50,000 shares at an
  aggregate purchase price of $519,000.
  
  Stock option activity for the six month period ended June 30, 1997 is summarized
  as follows:
  
                                                               Wtd. Avg.
                                                               Exercise
                                               Shares           Price
  Outstanding at January 1, 1997             1,238,295         $10.92
  Granted                                      210,288          18.21
  Canceled or expired during the period         (7,500)         10.84
  Exercised during the period                 (138,944)          5.64
                                             ---------         ------
  Outstanding at June 30, 1997               1,302,139         $12.66
                                            ==========         ======
  
  Exercise prices for options outstanding as of June 30, 1997 ranged from $4.22 to
  $24.33. The weighted average remaining contractual life of these options is
  approximately 6 years.
  
  NOTE G - EARNINGS PER SHARE
  
  The Financial Accounting Standards Board has issued Statement of Financial
  Accounting Standards ("SFAS") No. 128, "Earnings per Share." SFAS No. 128
  replaces the presentation of primary earnings per share ("EPS") with a
  presentation of basic EPS. Additionally, SFAS No. 128 requires a dual
  presentation of basic and diluted EPS within the consolidated income statement
  and a reconciliation of the numerator and denominator of the basic EPS
  computation to the numerator and denominator of the diluted EPS calculation.
  SFAS No. 128 is effective for financial statements for periods ending after
  December 15, 1997, with earlier adoption not permitted. Accordingly, the Company
  will adopt SFAS No. 128 for the year ending December 31, 1997.
  
  The following table details the pro forma amounts that would have been reported
  by the Company in both the current and prior year periods had SFAS No. 128 been
  adopted.
  
                                         8
  <PAGE>
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE G - EARNINGS PER SHARE (Continued)
  
                                         Three Months         Six Months
                                        Ended June 30,      Ended June 30,
                                        1997      1996      1997      1996
  Primary EPS as reported              $0.18     $0.38     $0.28     $0.75
  Effect of SFAS No. 128                  --      0.03      0.01      0.05
                                       -----     -----     -----     -----
  Basic EPS as restated                $0.18     $0.41     $0.29     $0.80
                                       =====     =====     =====     =====
  
  Fully diluted EPS as reported        $0.18     $0.38     $0.28     $0.74
  Effect of SFAS No. 128                  --        --        --      0.01
                                       -----     -----     -----     -----
  Diluted EPS as reported              $0.18     $0.38     $0.28     $0.75
                                       =====     =====     =====     =====
  
  
  NOTE H - GEOGRAPHIC SEGMENTS
  
  Summarized operations of each of the Company's geographic segments in the
  aggregate as of June 30, 1997 and 1996 and for the six month periods then ended
  are as follows:
  
                                               (Dollars in Thousands)
  1997                                U.S.       Canada      Europe  Consolidated
  Identifiable assets               $62,435      $7,209      $6,065     $75,709
                                    =======     =======     =======     =======
  
  Revenue                           $48,901      $5,689      $6,282     $60,872
                                    =======     =======     =======     =======
  
  Operating income                   $1,433      $1,135        $609      $3,177
                                    =======     =======     =======     =======
  
  Depreciation and amortization      $2,499        $132        $214      $2,845
                                    =======     =======     =======     =======
  
  Capital expenditures               $1,838         $76        $644      $2,558
                                    =======     =======     =======     =======
  
  1996
  Identifiable assets               $59,312      $6,605      $6,055     $71,972
                                    =======     =======     =======     =======
  
  Revenue                           $53,863      $5,539      $5,682     $65,084
                                    =======     =======     =======     =======
  
  Operating income                   $8,165          $9        $281      $8,455
                                    =======     =======     =======     =======
  
  Depreciation and amortization      $1,929        $179        $226      $2,334
                                    =======     =======     =======     =======
  
  Capital expenditures               $2,037         $52         $70      $2,159
                                    =======     =======     =======     =======
  
                                         9
  <PAGE>
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE I - SUBSEQUENT EVENTS
  
  Effective July 1, 1997, the Company completed the acquisition of 51% of the
  outstanding shares of the Australia based career management firm, Davidson &
  Associates, Pty., Ltd. Davidson & Associates has operations in eleven locations
  throughout Australia, New Zealand, Singapore and Hong Kong. The purchase price
  of this acquisition approximated $6,700,000, including costs of acquisition, 85%
  of which was paid in cash (approximately $5,695,000) and the remaining 15% in
  shares of the Company's common stock (96,577 shares). The Company borrowed
  $5,500,000 from the revolving credit facility in order to complete this
  transaction. The $5,500,000 borrowing is reflected in both the Company's cash
  and long-term debt balances at June 30, 1997, as the distribution of the
  consideration paid for the acquisition was subsequently funded in early July
  1997. As a part of the purchase agreement, Davidson & Associates has agreed to
  provide the Company with the option to acquire the remaining 49% of the
  outstanding shares of Davidson & Associates. Additionally, Davidson & Associates
  has the right to require the Company to purchase the remaining 49% of the
  outstanding shares of Davidson & Associates.
  
  Effective August 1, 1997, the Company acquired the business and certain assets
  of a Minneapolis, Minnesota career management firm, Career Dynamics, Inc. The
  purchase price of the acquisition approximated $2,000,000, including costs of
  acquisition, and was funded through borrowings under the Company's revolving
  credit facility. The acquisition also included future defined incentives
  contingent upon the results of the operations in Minnesota subsequent to the
  transaction.
  
  The Company accounted for both of the above acquisitions using the purchase
  method.
  
                                         10
  <PAGE>
  
                                   PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
  
  
  Results of Operations
  
  For the three months ended June 30, 1997, revenue generated by Company offices
  decreased 5% or $1,533,000 from the corresponding quarter in 1996. This decrease
  is due to a same office revenue decrease of approximately 11%, partly offset by
  $2,043,000 in incremental revenues from the acquisitions detailed in Note C to
  the Condensed Consolidated Financial Statements, as well as revenue growth
  within the consulting line of business. The same office revenue decrease was due
  primarily to a general slow down in the North American career transition market.
  On a sequential basis, the second quarter 1997 same office revenue decrease of
  11% is a modest improvement from the 13% decrease reported in the first quarter
  1997.
  
  For the six months ended June 30, 1997, revenue generated by Company offices
  decreased 6% or $3,760,000 from the corresponding period in 1996. This decrease
  is due primarily to a same office revenue decrease of approximately 12%, partly
  offset by revenue growth within the consulting line of business and $3,913,000
  in incremental revenues from the acquisitions detailed in Note C to the
  Condensed Consolidated Financial Statements. The previously mentioned slow down
  in the North American career transition market contributed to the same office
  revenue decrease, partly offset by same office revenue growth in the Company's
  European operations. For the six months ended June 30 ,1997, European revenues
  on same office basis increased by 6% or $321,000. The revenue growth in Europe
  has been negatively impacted by the strength of the U.S. Dollar. For the six
  months ended June 30, 1997, European revenues on a constant dollar basis
  increased by approximately 20%.
  
  For the three months ended June 30, 1997, Affiliate royalties decreased 25% or
  $261,000 from the corresponding quarter in 1996. For the six months ended June
  30, 1997, Affiliate royalties decreased 20% or $452,000 from the corresponding
  period in 1996. The decreases for the quarter and year-to-date 1997 are
  attributable to the aforementioned decline in the North American career
  transition market, as well as the acquisitions of three former Affiliates in the
  first quarter 1997 (see Note C to the Condensed Consolidated Financial
  Statements). Affiliate royalties, on a same office basis, decreased 23% and 16%,
  respectively, from the corresponding periods in 1996.
  
  For the three months ended June 30, 1997, total Company office expenses in the
  aggregate increased 6% or $1,508,000 over the corresponding quarter in 1996.
  This dollar increase is due to approximately $1,837,000 in incremental costs
  from acquisitions, offset by a reduction of costs of $329,000 in Company office
  locations. This decrease resulted despite the fact that the Company has added
  personnel in the sales and marketing areas in certain regions to expand its
  business development efforts.
  
                                         11
  <PAGE>
  
                                   PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  
  For the six months ended June 30, 1997, total Company office expenses, exclusive
  of restructuring costs (see Note B to the Condensed Consolidated Financial
  Statements), increased 4% or $2,177,000 over the corresponding period in 1996.
  This dollar increase is due to approximately $3,637,000 in incremental costs
  from acquisitions, offset by a reduction of costs in existing Company office
  locations.
  
  Aggregate Company office margins, exclusive of restructuring costs, were 15% and
  14% for the quarter and year-to-date 1997, respectively, versus 24% for both of
  the same periods in 1996. The decrease in margins is attributable to the decline
  in career transition revenues, partly offset by improved margins in the
  consulting line of business and improved year-to-date results in the European
  operations. For the six months ended June 30, 1997, European office margins
  approximated 10% versus 5% for the corresponding period in 1996.
  
  General sales and administration expenses decreased 22% for both the quarter and
  year-to-date 1997 versus the corresponding 1996 periods. Due to the Company's
  decreasing stock price during 1997 and the forfeiture of certain awards of
  common stock, total compensation expense related to restricted stock grants
  included within general sales and administration expenses was reduced by
  approximately $470,000 and $593,000 for the quarter and year-to-date 1997,
  respectively. The remaining decreases are a result of reduced incentive
  compensation costs as the Company's internal targets were not achieved.
  
  The Company's effective tax rate for the three months ended June 30, 1997 and
  1996 was approximately 41%. The Company's effective tax rate for the six months
  ended June 30, 1997 and 1996 was approximately 41% and 40%, respectively.
  
  Capital Resources and Liquidity
  
  At June 30, 1997 and December 31, 1996, the Company had cash and cash
  equivalents of $14,421,000 and $18,055,000, respectively. The significant
  decrease in cash and cash equivalents is the result of lower net income, and
  payments made for acquisitions, income taxes and 1996 incentive compensation
  (see Notes C and D to the Condensed Consolidated Financial Statements).
  
                                         12
  <PAGE>
  
                                   PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  Net cash utilized for investing activities amounted to $7,030,000 and $2,328,000
  for the six months ended June 30, 1997 and 1996, 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 1997, the Company acquired eight career management firms for a
  combination of cash and future defined incentive payments (see Note C to the
  Condensed Consolidated Financial Statements). The approximate $4,472,000 net
  cash paid for acquisitions was funded by operating cash.
  
  Net cash provided by (utilized for) financing activities amounted to $5,011,000
  and ($1,322,000) for the six months ended June 30, 1997 and 1996, respectively.
  The net cash inflow during 1997 is a result of the $5,500,000 borrowing
  completed for the Davidson & Associates acquisition, which was not funded until
  July 1997 (see Note I to the Condensed Consolidated Financial Statements).
  Exclusive of the Davidson & Associates borrowing, net cash utilized for
  financing activities for the six months ended June 30, 1997 was $489,000. This
  net cash outlay was due to repayments on the Company's existing borrowings and
  defined incentives for acquisitions made in previous years, as well as the
  repurchase of common stock (see Note F to the Condensed Consolidated Financial
  Statements), in excess of proceeds from the issuance of stock.
  
  During 1996, the Company increased its borrowing capacity to $40,000,000 from
  the previous $15,000,000 level through the execution of its revolving credit
  facility with its two primary lenders. Including the borrowing made for the
  Davidson & Associates acquisition (see Note I to the Condensed Consolidated
  Financial Statements), the Company had approximately $29,200,000 available under
  the revolving credit facility at June 30, 1997. The Company plans to utilize the
  revolving credit facility to assist in the financing of acquisitions as they
  arise and for other general corporate purposes.
  
  The Company anticipates that its cash and working capital will be sufficient to
  service its existing debt, 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.
  
  Forward Looking Statements
  
  This report includes certain forward-looking statements that involve risks and
  uncertainties that could cause actual results to differ materially from the
  results discussed herein. Recipients of this report are cautioned to consider
  these risks and uncertainties and to not place undue reliance on these
  forward-looking statements.
  
  
                                         13
  <PAGE>
  
  
  
  PART II - OTHER INFORMATION
  
  Items 1, 2, 3, and 5 were not applicable in the period ended June 30, 1997.
  
  Item 4.   Submission of Matters to a Vote of Security Holders 
  
            The Company held its annual meeting of shareholders on May 8, 1997. At
            the meeting, nine 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 and Marti D. Smye 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:
  
                 11      - Consolidated Earnings per Share Calculation
  
                 27      - Financial Data Schedule *
  
              b. The Company filed a Form 8-K on May 19, 1997 reporting that a
                 letter of intent had been signed to acquire 51% of the
                 outstanding shares of Davidson & Associates, Pty., Ltd.
  
  
           * - Filed in electronic form only.
  
                                         14
  <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,  1997
                    Richard J. Pinola                                Date
                    Chairman of the Board and Chief Executive Officer
  
                    BY: /S/ G. LEE BOHS                         August 13, 1997
                    G. Lee Bohs                                      Date
                    Chief Financial Officer and
                    Principal Accounting Officer
  
  
                                         15
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text: FORM 10-Q
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  (X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
  
           For the quarterly period ended     June 30, 1997
  
                                         OR
  
  ( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
           OF THE SECURITIES AND EXCHANGE ACT OF 1934
  
           For the transition period from _______ to _______
  
                           Commission File Number 0-15539
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
               (Exact name of registrant as specified in its charter)
  
               Pennsylvania                                  23-2153729
           (State of other jurisdiction of                 (IRS Employer
           incorporation of organization)                Identification No.)
  
           1818 Market Street, Philadelphia, Pennsylvania               19103
           (Address of principal executive offices)                   (Zip Code)
  
           Registrant's telephone number, including area code: (215) 988-1588
  
           Indicate by check mark whether the registrant: (1) has filed all
           reports required to be filed by Section 13 or 15(d) of the Securities
           Exchange Act of 1934 during the preceding 12 months (or for such
           shorter period that the registrant was required to file such reports),
           and (2) has been subject to such filing requirements for the past 90
           days.
  
                              Yes X               No ___
  
           Indicate the number of shares outstanding of each of the issuer's
           classes of common stock as of July 31, 1997:
  
           Common Stock, $0.01 par value                     6,601,429
                        Class                            Number of Shares
  Right Management Consultants, Inc.
                        Condensed Consolidated Balance Sheets
                      (Amounts in Thousands Except Share Data)
  June 30,     December 31,
                                                                                 1997          1996
                                                                             (Unaudited)
                                       Assets
  Current Assets:
  Cash and cash equivalents                                                    $14,421       $18,055
  Accounts receivable, trade, net of allowance for doubtful accounts
      of $620 and $552 in 1997 and 1996, respectively                           20,603        18,878
  Royalties and fees receivable from Affiliates                                  2,856         3,505
  Other current assets                                                           2,278         2,270
                                                                              --------      --------
         Total current assets                                                   40,158        42,708
  
  Property and equipment, net of accumulated depreciation of $14,718
     and $12,917 in 1997 and 1996, respectively                                 10,797         9,666
  
  Other Assets:
  Intangible assets, net of accumulated amortization of $9,492 and
      $8,525 in 1997 and 1996, respectively                                     21,742        18,724
  Other noncurrent assets                                                        3,012         2,837
                                                                              --------      --------
         Total Assets                                                          $75,709       $73,935
                                                                              ========      ========
  
                        Liabilities and Shareholders' Equity
  
  Current Liabilities:
  Current portion of long-term debt and other obligations                       $3,255        $1,011
  Accounts and commissions payable                                               5,968         5,536
  Accrued expenses                                                               2,670         6,951
  Deferred income                                                                4,735         3,868
                                                                              --------      --------
         Total current liabilities                                              16,628        17,366
                                                                              --------      --------
  
  Long-term debt and other obligations                                           8,025         6,904
                                                                              --------      --------
  
  Deferred compensation                                                          1,647         1,864
                                                                              --------      --------
  
  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; 6,869,813 and
       6,713,573 shares issued in 1997 and 1996, respectively                       69            67
  Additional paid-in capital                                                    12,750        11,956
  Retained earnings                                                             38,211        36,290
  Cumulative translation adjustment                                               (244)            5
                                                                              --------      --------
                                                                                50,786        48,318
  Less treasury stock, at cost, 330,452 shares and 252,952 shares in 1997
      and 1996, respectively                                                    (1,377)         (517)
                                                                              --------      --------
         Total shareholders' equity                                             49,409        47,801
                                                                              --------      --------
         Total Liabilities and Shareholders' Equity                            $75,709       $73,935
                                                                              ========      ========
  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)
  
                                                   Three Months Ended June 30,
  
                                                       1997          1996
  
  Revenue:
  Company office revenue                             $30,057       $31,590
  Affiliate royalties                                    770         1,031
                                                    --------      --------
  
  Total revenue                                       30,827        32,621
                                                    --------      --------
  
  Expenses:
  Consultants' compensation                           12,523        12,027
  Office sales and consulting support                  1,623         1,170
  Office administration                               11,414        10,855
  General sales and administration                     3,202         4,127
                                                    --------      --------
  
  Total expenses                                      28,762        28,179
                                                    --------      --------
  
  Income from operations                               2,065         4,442
  
  Other income (expense):
  
  Interest income                                        104           105
  Interest expense                                      (143)         (163)
                                                    --------      --------
                                                         (39)          (58)
                                                    --------      --------
  
  Income before income taxes                           2,026         4,384
  
  Provision for income taxes                             830         1,787
                                                    --------      --------
  
  Net income                                          $1,196        $2,597
                                                    ========      ========
  
  Earnings per share                                   $0.18         $0.38
                                                    ========      ========
  
  Weighted average number of shares outstanding        6,720         6,809
                                                    ========      ========
  
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                          3
  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,
  
                                                       1997          1996
  
  Revenue:
  Company office revenue                             $59,047       $62,807
  Affiliate royalties                                  1,825         2,277
                                                    --------      --------
  
  Total revenue                                       60,872        65,084
                                                    --------      --------
  
  Expenses:
  Consultants' compensation                           25,308        24,002
  Office sales and consulting support                  3,113         2,548
  Office administration                               22,398        22,092
  General sales and administration                     6,246         7,987
  Restructuring costs (Note B)                           630            --
                                                    --------      --------
  
  Total expenses                                      57,695        56,629
                                                    --------      --------
  
  Income from operations                               3,177         8,455
  
  Other income (expense):
  
  Interest income                                        308           258
  Interest expense                                      (253)         (335)
                                                    --------      --------
  
                                                          55           (77)
                                                    --------      --------
  
  Income before income taxes                           3,232         8,378
  
  Provision for income taxes                           1,311         3,372
                                                    --------      --------
  
  Net income                                          $1,921        $5,006
                                                    ========      ========
  
  Earnings per share                                   $0.28         $0.75
                                                    ========      ========
  
  Weighted average number of shares outstanding        6,751         6,720
                                                    ========      ========
  
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                          4
  Right Management Consultants, Inc.
                   Condensed Consolidated Statements of Cash Flows
                               (Dollars in Thousands)
                                     (Unaudited)
  Six Months Ended June 30,
                                                                    1997          1996
  Operating Activities:
    Net income                                                     $1,921        $5,006
    Adjustments to reconcile net income to net cash
      (utilized for) provided by operating activities:
        Depreciation and amortization                               2,845         2,334
        Restricted stock compensation                                (593)          430
        Tax benefit from the exercise of stock options                400         1,919
        Restructuring costs                                           630            --
        Other non-cash items                                         (388)          245
        Provision for doubtful accounts                               150           150
        Changes in operating accounts:
            (Increase) in operating assets                           (530)       (3,290)
            (Decrease) increase in operating liabilities           (6,050)        1,667
                                                                 --------      --------
  
    Net cash (utilized for) provided by operating activities       (1,615)        8,461
                                                                 --------      --------
  
  Investing Activities:
    Purchase of property and equipment                             (2,558)       (2,159)
    Net cash paid for acquisitions                                 (4,472)         (169)
                                                                 --------      --------
  
    Net cash utilized for investing activities                     (7,030)       (2,328)
                                                                 --------      --------
  
  Financing Activities:
    Proceeds from borrowings                                        5,500            --
    Repurchase of common stock                                       (228)           --
    Payment of long-term debt and other obligations                (1,250)       (2,539)
    Proceeds from stock issuances                                     989         1,217
                                                                 --------      --------
  
    Net cash provided by (utilized for) financing activities        5,011        (1,322)
                                                                 --------      --------
  
  (Decrease) increase in cash and cash equivalents                 (3,634)        4,811
  
  Cash and cash equivalents, beginning of period                   18,055         8,965
                                                                 --------      --------
  
  Cash and cash equivalents, end of period                        $14,421       $13,776
                                                                 ========      ========
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                      $228          $223
                                                                 ========      ========
  
       Income taxes                                                $1,746        $3,030
                                                                 ========      ========
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                          5
  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, 1997 are not necessarily indicative of the results that may be expected for
  the year ending December 31, 1997. 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, 1996.
  
  Principles of Consolidation
  
  The consolidated financial statements include the accounts of Right Management
  Consultants, Inc., and its wholly-owned subsidiaries. All significant
  intercompany transactions and balances have been eliminated in consolidation.
  
  Reclassifications
  
  Certain 1996 amounts have been reclassified to conform to the 1997 presentation.
  
  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, net of taxes) was
  primarily for severance payments related to reductions in force 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 during 1997.
  
                                         6
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE C - ACQUISITIONS
  
  Effective January 1, 1997, the Company acquired the assets and/or the
  outstanding stock of six career transition firms and one search firm for a
  combination of cash and future defined incentive payments. The six career
  transition firms included Nelson, O'Connor & Associates (Phoenix, Arizona),
  Corporate Resource Group (San Francisco, California), Cavendish Partners
  (London, England) and the former St. Louis, Missouri, Knoxville, Tennessee, and
  Richmond, Virginia Affiliates. The search firm acquired was Nelson, O'Connor Cox
  (Tucson, Arizona).
  
  Effective April 1, 1997, the Company acquired the outstanding stock of another
  career transition firm, Chapel Stowell, Inc. (Portland, Oregon).
  
  The acquisitions were accounted for under the purchase method. The accompanying
  consolidated financial statements reflect the year to date results from the
  effective date of acquisition for all of the above acquisitions.
  
  The purchase price for these acquisitions was approximately $4,472,000,
  including the costs of acquisitions. The purchase price exceeded the fair value
  of the assets acquired by $4,947,000. The Company funded all of the above
  acquisitions through operating cash.
  
  The pro-forma impact of these acquisitions on results of operations,  if any one
  of the  acquisitions  had  been  consummated  at the  beginning  of each  period
  presented, is immaterial to the consolidated financial statements as a whole and
  has been omitted.
  
  NOTE D - ACCRUED EXPENSES
  
  The decrease in accrued expenses existing at December 31, 1996 is a result of
  payments made by the Company during the first quarter of 1997 for 1996 income
  taxes and incentive compensation.
  
  NOTE E- DEBT
  
  In order to reduce the impact of changes in interest rates on a portion of the
  Company's floating rate debt under its revolving credit facility, the Company
  entered into two interest rate swap agreements with an aggregate notional
  principal of $9,300,000 and maturities of three to five years. The Company's
  fixed rate under these interest rate swap agreements is approximately 6.33%.
  
  Subsequent to June 30, 1997, the Company entered into another interest rate swap
  agreement with a notional principal of $2,000,000, a three year maturity and a
  5.99% fixed rate.
  
  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 has been immaterial to date.
  
                                          7
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE F - SHAREHOLDERS' EQUITY
  
  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 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.
  
  As of June 30, 1997, the Company had repurchased 77,500 shares of common stock
  at an aggregate purchase price of $860,000. The Company had funded only 22,500
  of the total shares purchased, or $228,000, prior to June 30, 1997. Subsequent
  to June 30, 1997, in addition to funding the remaining $632,000 of pre-June 30,
  1997 share purchases, the Company purchased an additional 50,000 shares at an
  aggregate purchase price of $519,000.
  
  Stock option activity for the six month period ended June 30, 1997 is summarized
  as follows:
  
                                                               Wtd. Avg.
                                                               Exercise
                                               Shares           Price
  Outstanding at January 1, 1997             1,238,295         $10.92
  Granted                                      210,288          18.21
  Canceled or expired during the period         (7,500)         10.84
  Exercised during the period                 (138,944)          5.64
                                             ---------         ------
  Outstanding at June 30, 1997               1,302,139         $12.66
                                            ==========         ======
  
  Exercise prices for options outstanding as of June 30, 1997 ranged from $4.22 to
  $24.33. The weighted average remaining contractual life of these options is
  approximately 6 years.
  
  NOTE G - EARNINGS PER SHARE
  
  The Financial Accounting Standards Board has issued Statement of Financial
  Accounting Standards ("SFAS") No. 128, "Earnings per Share." SFAS No. 128
  replaces the presentation of primary earnings per share ("EPS") with a
  presentation of basic EPS. Additionally, SFAS No. 128 requires a dual
  presentation of basic and diluted EPS within the consolidated income statement
  and a reconciliation of the numerator and denominator of the basic EPS
  computation to the numerator and denominator of the diluted EPS calculation.
  SFAS No. 128 is effective for financial statements for periods ending after
  December 15, 1997, with earlier adoption not permitted. Accordingly, the Company
  will adopt SFAS No. 128 for the year ending December 31, 1997.
  
  The following table details the pro forma amounts that would have been reported
  by the Company in both the current and prior year periods had SFAS No. 128 been
  adopted.
  
                                         8
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE G - EARNINGS PER SHARE (Continued)
  
                                         Three Months         Six Months
                                        Ended June 30,      Ended June 30,
                                        1997      1996      1997      1996
  Primary EPS as reported              $0.18     $0.38     $0.28     $0.75
  Effect of SFAS No. 128                  --      0.03      0.01      0.05
                                       -----     -----     -----     -----
  Basic EPS as restated                $0.18     $0.41     $0.29     $0.80
                                       =====     =====     =====     =====
  
  Fully diluted EPS as reported        $0.18     $0.38     $0.28     $0.74
  Effect of SFAS No. 128                  --        --        --      0.01
                                       -----     -----     -----     -----
  Diluted EPS as reported              $0.18     $0.38     $0.28     $0.75
                                       =====     =====     =====     =====
  
  NOTE H - GEOGRAPHIC SEGMENTS
  
  Summarized operations of each of the Company's geographic segments in the
  aggregate as of June 30, 1997 and 1996 and for the six month periods then ended
  are as follows:
  
                                               (Dollars in Thousands)
  1997                                U.S.       Canada      Europe  Consolidated
  Identifiable assets               $62,435      $7,209      $6,065     $75,709
                                    =======     =======     =======     =======
  
  Revenue                           $48,901      $5,689      $6,282     $60,872
                                    =======     =======     =======     =======
  
  Operating income                   $1,433      $1,135        $609      $3,177
                                    =======     =======     =======     =======
  
  Depreciation and amortization      $2,499        $132        $214      $2,845
                                    =======     =======     =======     =======
  
  Capital expenditures               $1,838         $76        $644      $2,558
                                    =======     =======     =======     =======
  
  1996
  Identifiable assets               $59,312      $6,605      $6,055     $71,972
                                    =======     =======     =======     =======
  
  Revenue                           $53,863      $5,539      $5,682     $65,084
                                    =======     =======     =======     =======
  
  Operating income                   $8,165          $9        $281      $8,455
                                    =======     =======     =======     =======
  
  Depreciation and amortization      $1,929        $179        $226      $2,334
                                    =======     =======     =======     =======
  
  Capital expenditures               $2,037         $52         $70      $2,159
                                    =======     =======     =======     =======
  
                                         9
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE I - SUBSEQUENT EVENTS
  
  Effective July 1, 1997, the Company completed the acquisition of 51% of the
  outstanding shares of the Australia based career management firm, Davidson &
  Associates, Pty., Ltd. Davidson & Associates has operations in eleven locations
  throughout Australia, New Zealand, Singapore and Hong Kong. The purchase price
  of this acquisition approximated $6,700,000, including costs of acquisition, 85%
  of which was paid in cash (approximately $5,695,000) and the remaining 15% in
  shares of the Company's common stock (96,577 shares). The Company borrowed
  $5,500,000 from the revolving credit facility in order to complete this
  transaction. The $5,500,000 borrowing is reflected in both the Company's cash
  and long-term debt balances at June 30, 1997, as the distribution of the
  consideration paid for the acquisition was subsequently funded in early July
  1997. As a part of the purchase agreement, Davidson & Associates has agreed to
  provide the Company with the option to acquire the remaining 49% of the
  outstanding shares of Davidson & Associates. Additionally, Davidson & Associates
  has the right to require the Company to purchase the remaining 49% of the
  outstanding shares of Davidson & Associates.
  
  Effective August 1, 1997, the Company acquired the business and certain assets
  of a Minneapolis, Minnesota career management firm, Career Dynamics, Inc. The
  purchase price of the acquisition approximated $2,000,000, including costs of
  acquisition, and was funded through borrowings under the Company's revolving
  credit facility. The acquisition also included future defined incentives
  contingent upon the results of the operations in Minnesota subsequent to the
  transaction.
  
  The Company accounted for both of the above acquisitions using the purchase
  method.
  
                                         10
  PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
  
  Results of Operations
  
  For the three months ended June 30, 1997, revenue generated by Company offices
  decreased 5% or $1,533,000 from the corresponding quarter in 1996. This decrease
  is due to a same office revenue decrease of approximately 11%, partly offset by
  $2,043,000 in incremental revenues from the acquisitions detailed in Note C to
  the Condensed Consolidated Financial Statements, as well as revenue growth
  within the consulting line of business. The same office revenue decrease was due
  primarily to a general slow down in the North American career transition market.
  On a sequential basis, the second quarter 1997 same office revenue decrease of
  11% is a modest improvement from the 13% decrease reported in the first quarter
  1997.
  
  For the six months ended June 30, 1997, revenue generated by Company offices
  decreased 6% or $3,760,000 from the corresponding period in 1996. This decrease
  is due primarily to a same office revenue decrease of approximately 12%, partly
  offset by revenue growth within the consulting line of business and $3,913,000
  in incremental revenues from the acquisitions detailed in Note C to the
  Condensed Consolidated Financial Statements. The previously mentioned slow down
  in the North American career transition market contributed to the same office
  revenue decrease, partly offset by same office revenue growth in the Company's
  European operations. For the six months ended June 30 ,1997, European revenues
  on same office basis increased by 6% or $321,000. The revenue growth in Europe
  has been negatively impacted by the strength of the U.S. Dollar. For the six
  months ended June 30, 1997, European revenues on a constant dollar basis
  increased by approximately 20%.
  
  For the three months ended June 30, 1997, Affiliate royalties decreased 25% or
  $261,000 from the corresponding quarter in 1996. For the six months ended June
  30, 1997, Affiliate royalties decreased 20% or $452,000 from the corresponding
  period in 1996. The decreases for the quarter and year-to-date 1997 are
  attributable to the aforementioned decline in the North American career
  transition market, as well as the acquisitions of three former Affiliates in the
  first quarter 1997 (see Note C to the Condensed Consolidated Financial
  Statements). Affiliate royalties, on a same office basis, decreased 23% and 16%,
  respectively, from the corresponding periods in 1996.
  
  For the three months ended June 30, 1997, total Company office expenses in the
  aggregate increased 6% or $1,508,000 over the corresponding quarter in 1996.
  This dollar increase is due to approximately $1,837,000 in incremental costs
  from acquisitions, offset by a reduction of costs of $329,000 in Company office
  locations. This decrease resulted despite the fact that the Company has added
  personnel in the sales and marketing areas in certain regions to expand its
  business development efforts.
  
                                         11
  PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  For the six months ended June 30, 1997, total Company office expenses, exclusive
  of restructuring costs (see Note B to the Condensed Consolidated Financial
  Statements), increased 4% or $2,177,000 over the corresponding period in 1996.
  This dollar increase is due to approximately $3,637,000 in incremental costs
  from acquisitions, offset by a reduction of costs in existing Company office
  locations.
  
  Aggregate Company office margins, exclusive of restructuring costs, were 15% and
  14% for the quarter and year-to-date 1997, respectively, versus 24% for both of
  the same periods in 1996. The decrease in margins is attributable to the decline
  in career transition revenues, partly offset by improved margins in the
  consulting line of business and improved year-to-date results in the European
  operations. For the six months ended June 30, 1997, European office margins
  approximated 10% versus 5% for the corresponding period in 1996.
  
  General sales and administration expenses decreased 22% for both the quarter and
  year-to-date 1997 versus the corresponding 1996 periods. Due to the Company's
  decreasing stock price during 1997 and the forfeiture of certain awards of
  common stock, total compensation expense related to restricted stock grants
  included within general sales and administration expenses was reduced by
  approximately $470,000 and $593,000 for the quarter and year-to-date 1997,
  respectively. The remaining decreases are a result of reduced incentive
  compensation costs as the Company's internal targets were not achieved.
  
  The Company's effective tax rate for the three months ended June 30, 1997 and
  1996 was approximately 41%. The Company's effective tax rate for the six months
  ended June 30, 1997 and 1996 was approximately 41% and 40%, respectively.
  
  Capital Resources and Liquidity
  
  At June 30, 1997 and December 31, 1996, the Company had cash and cash
  equivalents of $14,421,000 and $18,055,000, respectively. The significant
  decrease in cash and cash equivalents is the result of lower net income, and
  payments made for acquisitions, income taxes and 1996 incentive compensation
  (see Notes C and D to the Condensed Consolidated Financial Statements).
  
                                         12
  PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  Net cash utilized for investing activities amounted to $7,030,000 and $2,328,000
  for the six months ended June 30, 1997 and 1996, 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 1997, the Company acquired eight career management firms for a
  combination of cash and future defined incentive payments (see Note C to the
  Condensed Consolidated Financial Statements). The approximate $4,472,000 net
  cash paid for acquisitions was funded by operating cash.
  
  Net cash provided by (utilized for) financing activities amounted to $5,011,000
  and ($1,322,000) for the six months ended June 30, 1997 and 1996, respectively.
  The net cash inflow during 1997 is a result of the $5,500,000 borrowing
  completed for the Davidson & Associates acquisition, which was not funded until
  July 1997 (see Note I to the Condensed Consolidated Financial Statements).
  Exclusive of the Davidson & Associates borrowing, net cash utilized for
  financing activities for the six months ended June 30, 1997 was $489,000. This
  net cash outlay was due to repayments on the Company's existing borrowings and
  defined incentives for acquisitions made in previous years, as well as the
  repurchase of common stock (see Note F to the Condensed Consolidated Financial
  Statements), in excess of proceeds from the issuance of stock.
  
  During 1996, the Company increased its borrowing capacity to $40,000,000 from
  the previous $15,000,000 level through the execution of its revolving credit
  facility with its two primary lenders. Including the borrowing made for the
  Davidson & Associates acquisition (see Note I to the Condensed Consolidated
  Financial Statements), the Company had approximately $29,200,000 available under
  the revolving credit facility at June 30, 1997. The Company plans to utilize the
  revolving credit facility to assist in the financing of acquisitions as they
  arise and for other general corporate purposes.
  
  The Company anticipates that its cash and working capital will be sufficient to
  service its existing debt, 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.
  
  Forward Looking Statements
  
  This report includes certain forward-looking statements that involve risks and
  uncertainties that could cause actual results to differ materially from the
  results discussed herein. Recipients of this report are cautioned to consider
  these risks and uncertainties and to not place undue reliance on these
  forward-looking statements.
  
                                         13
  PART II - OTHER INFORMATION
  
  Items 1, 2, 3, and 5 were not applicable in the period ended June 30, 1997.
  
  Item 4.   Submission of Matters to a Vote of Security Holders 
  
            The Company held its annual meeting of shareholders on May 8, 1997. At
            the meeting, nine 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 and Marti D. Smye 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:
  
                 11      - Consolidated Earnings per Share Calculation
  
                 27      - Financial Data Schedule *
  
              b. The Company filed a Form 8-K on May 19, 1997 reporting that a
                 letter of intent had been signed to acquire 51% of the
                 outstanding shares of Davidson & Associates, Pty., Ltd.
  
           * - Filed in electronic form only.
  
                                         14
  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,  1997
                    Richard J. Pinola                                Date
                    Chairman of the Board and Chief Executive Officer
  
                    BY: /S/ G. LEE BOHS                         August 13, 1997
                    G. Lee Bohs                                      Date
                    Chief Financial Officer and
                    Principal Accounting Officer
  
                                         15