content: FORM 10-Q
  
                  UNITED STATES 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, 1999
                                          ---------------
  
                                         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, 1999:
  
   Common Stock, $0.01 par value                                 6,593,404
   -----------------------------                          --------------------
             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,
                                                                                   1999                1998
                                                                                   ----                ----
                                                                                (Unaudited)
  <S>                                                                             <C>               <C>
                                       Assets
  
  Current Assets:
  Cash and cash equivalents                                                       $  10,952         $  20,800
  Accounts receivable, trade, net of allowance for doubtful accounts
      of $1,236 and $1,066 in 1999 and 1998, respectively                            29,963            33,271
  Royalties and fees receivable from Affiliates                                       2,655             3,809
  Other current assets                                                                4,333             3,004
                                                                                  ---------         ---------
         Total current assets                                                        47,903            60,884
  
  Property and equipment, net of accumulated depreciation of $25,174
     and $22,086 in 1999 and 1998, respectively                                      17,660            15,983
  
  Intangible assets, net of accumulated amortization of $9,489 and
      $8,114 in 1999 and 1998, respectively                                          38,625            33,947
  Equity investment                                                                   1,820                --
  Other noncurrent assets                                                             3,917             3,781
                                                                                  ---------         ---------
         Total Assets                                                             $ 109,925         $ 114,595
                                                                                  =========         =========
  
  
                        Liabilities and Shareholders' Equity
  
  Current Liabilities:
  Current portion of long-term debt and other obligations                         $   4,867         $   5,124
  Accounts and commissions payable                                                    8,035            10,086
  Accrued incentive compensation and benefits                                         6,889            15,490
  Other accrued expenses                                                              6,569             8,191
  Deferred income                                                                     7,223             6,712
                                                                                  ---------         ---------
         Total current liabilities                                                   33,583            45,603
                                                                                  ---------         ---------
  
  Long-term debt and other obligations                                               12,309             9,065
                                                                                  ---------         ---------
  
  Deferred compensation                                                               1,946             1,785
                                                                                  ---------         ---------
  
  Minority interest in subsidiaries                                                   1,482             1,324
                                                                                  ---------         ---------
  
  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;
      7,299,446 and 7,255,765 shares issued in 1999 and 1998, respectively               72                72
  Additional paid-in capital                                                         17,290            16,448
  Retained earnings                                                                  49,538            44,970
  Accumulated other comprehensive income                                               (668)             (727)
                                                                                  ---------         ---------
                                                                                     66,232            60,763
  Less treasury stock, at cost, 662,952 and 547,952 shares                           (5,627)           (3,945)
      in 1999 and 1998, respectively                                              ---------         ---------
         Total shareholders' equity                                                  60,605            56,818
                                                                                  ---------         ---------
         Total Liabilities and Shareholders' Equity                               $ 109,925         $ 114,595
                                                                                  =========         =========
  </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,
                                                             ---------------------------
                                                                 1999           1998
                                                                 ----           ----
  <S>                                                          <C>            <C>
  Revenue:
  Company office revenue                                       $40,709        $39,802
  Affiliate royalties                                              942          1,003
                                                               -------        -------
  
  Total revenue                                                 41,651         40,805
                                                               -------        -------
  
  Expenses:
  Consultants' compensation                                     16,430         16,304
  Office sales and consulting support                            2,829          2,384
  Office depreciation                                            1,266            965
  Office administration                                         13,351         12,865
  General sales and administration                               2,871          4,038
  Depreciation and amortization                                  1,186            979
                                                               -------        -------
  
  Total expenses                                                37,933         37,535
                                                               -------        -------
  
  Income from operations                                         3,718          3,270
  
  Net interest expense                                             150            157
                                                               -------        -------
  
  Income before income taxes                                     3,568          3,113
  
  Provision for income taxes                                     1,517          1,318
  
  Minority interest in net income of subsidiary                    104            119
  
  Equity in earnings of minority-owned subsidiary                  140             --
                                                               -------        -------
  
  Net income                                                   $ 2,087        $ 1,676
                                                               =======        =======
  
  Basic earnings per share                                     $  0.31        $  0.25
                                                               =======        =======
  
  Diluted earnings per share                                   $  0.31        $  0.25
                                                               =======        =======
  
  Basic weighted average number of shares outstanding            6,641          6,698
                                                               =======        =======
  
  Diluted weighted average number of shares outstanding          6,757          6,793
                                                               =======        =======
  </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,
                                                              -------------------------
                                                                 1999           1998
                                                                 ----           ----
  <S>                                                          <C>            <C>
  Revenue:
  Company office revenue                                       $89,356        $77,034
  Affiliate royalties                                            2,234          2,043
                                                               -------        -------
  
  Total revenue                                                 91,590         79,077
                                                               -------        -------
  
  Expenses:
  Consultants' compensation                                     36,114         32,100
  Office sales and consulting support                            6,451          4,673
  Office depreciation                                            2,426          1,891
  Office administration                                         28,362         25,002
  General sales and administration                               7,685          7,376
  Depreciation and amortization                                  2,308          1,919
                                                               -------        -------
  
  Total expenses                                                83,346         72,961
                                                               -------        -------
  
  Income from operations                                         8,244          6,116
  
  Net interest expense                                             195            394
                                                               -------        -------
  
  Income before income taxes                                     8,049          5,722
  
  Provision for income taxes                                     3,463          2,434
  
  Minority interest in net income of subsidiary                    158            149
  
  Equity in earnings of minority-owned subsidiary                  140             --
                                                               -------        -------
  
  Net income                                                   $ 4,568        $ 3,139
                                                               =======        =======
  
  Basic earnings per share                                     $  0.68        $  0.47
                                                               =======        =======
  
  Diluted earnings per share                                   $  0.67        $  0.46
                                                               =======        =======
  
  Basic weighted average number of shares outstanding            6,676          6,696
                                                               =======        =======
  
  Diluted weighted average number of shares outstanding          6,782          6,784
                                                               =======        =======
  </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,
                                                                -------------------------
                                                                  1999             1998
                                                                  ----             ----
  <S>                                                           <C>              <C>
  
  Operating Activities:
    Net income                                                  $  4,568         $  3,139
    Adjustments to reconcile net income to net cash
      provided by (utilized for) operating activities:
        Depreciation and amortization                              4,734            3,810
        Deferred income taxes                                       (268)             423
        Provision for doubtful accounts                              265              240
        Minority interest in net income of subsidiary                158              149
        Equity in earnings of minority-owned subsidiary             (140)              --
        Other non-cash items                                         377              360
        Changes in operating accounts:
            (Increase) decrease in operating assets                5,081           (9,065)
            Increase (decrease) in operating liabilities         (13,933)           8,080
                                                                --------         --------
  
    Net cash provided by operating activities                        842            7,136
                                                                --------         --------
  
  Investing Activities:
    Purchase of property and equipment                            (4,668)          (3,278)
    Equity investment                                             (1,680)              --
    Net cash paid for acquisitions and earnouts                   (6,370)          (6,180)
                                                                --------         --------
  
    Net cash utilized for investing activities                   (12,718)          (9,458)
                                                                --------         --------
  
  Financing Activities:
    Borrowings                                                     5,529            5,900
    Payment of long-term debt and other obligations               (2,661)          (2,575)
    Tax benefit from the exercise of stock options                    66               --
    Repurchase of Common Stock                                    (1,682)              --
    Proceeds from stock issuances                                    776              284
                                                                --------         --------
  
    Net cash provided by financing activities                      2,028            3,609
                                                                --------         --------
  
  Increase (decrease) in cash and cash equivalents                (9,848)           1,287
  
  Cash and cash equivalents, beginning of period                  20,800            7,583
                                                                --------         --------
  
  Cash and cash equivalents, end of period                      $ 10,952         $  8,870
                                                                ========         ========
  
  
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                 $    599         $    523
                                                                ========         ========
  
       Income taxes                                             $  4,033         $  1,258
                                                                ========         ========
  </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, 1999 are not necessarily indicative of the results that may be expected for
  the year ending December 31, 1999. For further information, refer to the
  financial statements and footnotes thereto included in Right Management
  Consultants Inc.'s Annual Report on Form 10-K for the year ended December 31,
  1998.
  
  Principles of Consolidation
  
  The consolidated financial statements include the accounts of Right Management
  Consultants, Inc. ("the Company") and its wholly-owned and majority-owned
  subsidiaries. All significant intercompany transactions and balances have been
  eliminated in consolidation. The Company's investment in a minority-owned
  subsidiary, in which it owns a 20% interest, is accounted for using the equity
  method.
  
  Comprehensive Income
  
  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 adjustments. The
  earnings associated with the Company's investment in its foreign subsidiaries
  are considered to be permanently invested and no provision for U.S. federal and
  state income taxes has been provided for on these foreign currency translation
  adjustments. Total comprehensive income for the three months ended June 30, 1999
  and 1998 was $2,187,000 and $1,431,000, respectively. Total comprehensive income
  for the six months ended June 30, 1999 and 1998 was $4,627,000 and $2,981,000,
  respectively.
  
  Reclassifications
  
  Certain 1998 amounts have been reclassified to conform to the 1999 presentation.
  
  
                                         5
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE B - ACQUISITIONS AND INVESTMENTS
  
  Effective January 1, 1999, the Company acquired the outstanding stock of two
  European consulting firms and one European career transition firm for a
  combination of cash and future defined contingent payments. The firms included
  Groupe ARJ, with offices in Lyon and Paris France, Jouret Management Center,
  based in Brussels, Belgium, and N.V. Claessens Belgium, S.A., with four offices
  in Belgium. The aggregate purchase price for these acquisitions totaled
  approximately $5,337,000, including costs of acquisitions and have been
  accounted for using the purchase method. The Company has funded $5,100,000 of
  these acquisitions through borrowings under the Credit Agreement. The Company
  acquired $1,000,000 in cash from these acquisitions resulting in net cash paid
  year-to-date of approximately $4,085,000, including costs of acquisitions.
  
  The Company also paid year-to-date approximately $2,192,000 in earnout payments
  related to prior acquisitions.
  
  Effective April 1, 1999, the Company acquired a 20% equity interest in Way
  Station, Inc., a leading career transition consulting firm in Japan, with
  offices in Tokyo, Nagoya, Osaka and Fukuoka. The purchase price of this interest
  approximated $1,680,000, which was paid in cash, and will be accounted for using
  the equity method. At June 30, 1999 the total equity investment in Way Station
  was $1,820,000, including the excess of the cost of the investment over the
  underlying equity acquired, which will be amortized over a period of 15 years.
  There were no intercompany transactions made with Way Station during the second
  quarter 1999. The equity in earnings of Way Station was recorded net of tax, as
  reflected in the accompanying Condensed Consolidated Statements of Income.
  
  The pro-forma impact of these acquisitions on results of operations, as 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 C - DEBT AND OTHER OBLIGATIONS
  
  As of June 30, 1999, total borrowings under the Company's Credit Agreement
  amounted to $16,100,000, including the $5,100,000 floating rate borrowing for
  the three recent European acquisitions (See Note B).
  
  As of June 30, 1999, the Company has entered into five fixed interest rate swap
  agreements ("Swap Agreements") with an aggregate notional principal of
  $11,000,000 with scheduled quarterly reductions of notional principal over three
  to five years. The fixed interest rates under these Swap Agreements range from
  5.79% to 7.08% at June 30, 1999. The purpose of these Swap Agreements is to fix
  interest rates on variable rate debt and reduce exposure to interest rate
  fluctuations. Under these Swap Agreements, the Company pays its lenders interest
  at a weighted average fixed rate of 6.59% and its lenders are paying the Company
  interest at a weighted average variable rate of 5.77% at June 30, 1999. The
  
                                         6
  
  <PAGE>
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE C - DEBT AND OTHER OBLIGATIONS (Continued)
  
  notional amounts do not represent amounts exchanged by the parties and thus are
  not a measure of exposure of the Company. The amounts exchanged are normally
  based on the notional amounts and other terms of the swaps. The weighted average
  variable rates are subject to change over time as LIBOR fluctuates.
  
  At June 30, 1999, the Company has no exposure to credit loss on these interest
  rate swaps. The Company is not a party to leveraged derivatives and does not
  hold or issue financial instruments for speculative purposes. The Company has
  made adjustments to interest expense for the net cash paid or received on
  interest rate swap agreements. The impact of the above interest rate swap
  agreements on interest expense has been immaterial to date.
  
  NOTE D - EARNINGS PER SHARE
  
  The Company utilizes SFAS No. 128, "Earnings per Share" to calculate its
  earnings per share ("EPS"). The calculation of EPS under SFAS No. 128 for June
  30, 1999 and 1998 are detailed below.
  
  <TABLE>
  <CAPTION>
                                     For the three months                         For the six months
                                     ended June 30, 1999                          ended June 30, 1999
                                     -------------------                          -------------------
                           Income         Shares         EPS              Income          Shares         EPS
                           ------         ------         ---              ------          ------         ---
  <S>                   <C>             <C>           <C>               <C>             <C>           <C>
  Basic EPS:
  Net income            $2,087,000      6,641,000     $   0.31          $4,568,000      6,676,000     $   0.68
                                                      ========                                        ========
  Impact of options            ---        116,000                              ---        106,000
                        ----------     ----------                       ----------     ----------
  Diluted EPS:
  Net income            $2,087,000      6,757,000     $   0.31          $4,568,000      6,782,000     $   0.67
                        ==========     ==========     ========          ==========     ==========     ========
  
                                    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
                        ==========     ==========     ========          ==========     ==========     ========
  </TABLE>
  
  
  For the three months and six months ended June 30, 1999, outstanding options to
  purchase 281,188 shares of Company Common Stock at prices ranging from $16.75 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.
  
                                         7
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE E - SEGMENTS
  
  In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise and
  Related Information," was issued effective for fiscal years ending after
  December 15, 1998. SFAS No. 131 establishes standards for reporting information
  about operating segments and related disclosures about products and services,
  geographic areas, and major customers. Operating segments are defined as
  components of an enterprise about which separate financial information is
  available that is evaluated regularly by the chief operating decision maker in
  deciding how to allocate resources and in assessing performance.
  
  The Company's operations are segregated into two lines of business: career
  transition and human resources and career management consulting ("consulting").
  The Company operates these lines of business across the geographic segments of
  the United States, Canada, Europe and Asia-Pacific. These operations offer
  different services and require different marketing strategies. Career transition
  offers support for organizational realignment and redeployment, including
  assistance in handling the initial difficulties of termination, identifying
  continuing career goals and options, and aiding in developing skills for the
  search for a new job. Consulting offers organizational and individual
  assessment, interventions in change management, leadership and executive
  development, transformation planning, cultural integration in mergers and
  acquisitions, career development, and restructuring planning. With more than 170
  service locations worldwide, the Company manages operations by geographic
  segments to enhance global growth and establish major accounts with global
  clients. The Company primarily delivers its services to mid-size and large
  industrial and service companies, with no concentration in specific companies or
  industries.
  
  Summarized operations of each of the Company's geographic segments in the
  aggregate as of June 30, 1999 and 1998 and for the three month and six month
  periods then ended are as follows:
  
  <TABLE>
  <CAPTION>
                                                                 (Dollars in Thousands)
  1999                                    United States       Canada       Europe   Asia-Pacific  Consolidated
  ----                                    -------------     --------     --------   ------------  ------------
  <S>                                          <C>          <C>          <C>          <C>             <C>
  Identifiable assets                          $ 80,165     $  7,049     $ 16,446     $  6,265        $109,925
                                               ========     ========     ========     ========        ========
  
  1998
  ----
  Identifiable assets                            77,613        6,365        7,697        5,354          97,029
                                               ========     ========     ========     ========        ========
  
  For the three months ended
  June 30, 1999
  --------------------------
  Revenue                                        30,750        2,253        5,108        3,540          41,651
                                               ========     ========     ========     ========        ========
  
  Operating income (1)                            2,330          462          552          374           3,718
                                               ========     ========     ========     ========        ========
  
  Depreciation and amortization                   2,083           67          122          180           2,452
                                               ========     ========     ========     ========        ========
  
  Capital expenditures                            1,491           40           57          168           1,756
                                               ========     ========     ========     ========        ========
  
  <FN>
  (1)  The operating income reported for the United States segment includes total
       general sales and administration expense reported on the Condensed
       Consolidated Statements of Income.
  </FN>
  </TABLE>
  
                                         8
  
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE E - SEGMENTS (Continued)
  
  <TABLE>
  <CAPTION>
                                                     (Dollars in Thousands)
                               United States      Canada        Europe   Asia-Pacific  Consolidated
                               -------------      ------        ------   ------------  ------------
  <S>                                <C>          <C>          <C>          <C>          <C>
  For the three months ended
  June 30, 1998
  -------------
  Revenue                            $31,439      $ 2,441      $ 3,655      $ 3,270      $40,805
                                     =======      =======      =======      =======      =======
  
  Operating income (1)                 2,032          403          479          356        3,270
                                     =======      =======      =======      =======      =======
  
  Depreciation and amortization        1,535          136          123          150        1,944
                                     =======      =======      =======      =======      =======
  
  Capital expenditures                 1,287           21            4          224        1,536
                                     =======      =======      =======      =======      =======
  
  For the six months ended
  June 30, 1999
  -------------
  Revenue                             68,912        4,845       10,833        7,000       91,590
                                     =======      =======      =======      =======      =======
  
  Operating income (1)                 5,731          730        1,187          596        8,244
                                     =======      =======      =======      =======      =======
  
  Depreciation and amortization        4,041          141          223          329        4,734
                                     =======      =======      =======      =======      =======
  
  Capital expenditures                 3,765          107          135          661        4,668
                                     =======      =======      =======      =======      =======
  
  For the six months ended
  June 30, 1998
  -------------
  Revenue                             60,522        5,136        7,020        6,399       79,077
                                     =======      =======      =======      =======      =======
  
  Operating income (1)                 3,771          813        1,076          456        6,116
                                     =======      =======      =======      =======      =======
  
  Depreciation and amortization        3,005          264          235          306        3,810
                                     =======      =======      =======      =======      =======
  
  Capital expenditures                 2,630          143          153          352        3,278
                                     =======      =======      =======      =======      =======
  
  <FN>
  (1)  The operating income reported for the United States segment includes total
       general sales and administration expense reported on the Condensed
       Consolidated Statements of Income.
  </FN>
  </TABLE>
  
  Revenues and expenses of the Company's lines of business for the Company
  offices, excluding the total general sales and administration expenses and
  Affiliate royalties, are evaluated by management. The Company does not measure
  assets by lines of business as assets are generally not distinctive to a
  particular line of business and they are not fundamental in assessing segment
  performance.
  
                                          9
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE E - SEGMENTS (Continued)
  
  Revenue and Company office operating income for each of the Company's lines of
  business in the aggregate for the three months and six months ended June 30,
  1999 and 1998 are as follows:
  
  <TABLE>
  <CAPTION>
                                    For the three months                          For the six months
                                       ended June 30,                               ended June 30,
                                   ---------------------                          ------------------
                             Career                                         Career
                           Transition   Consulting   Consolidated          Transition   Consulting   Consolidated
                           ----------   ----------   ------------          ----------   ----------   ------------
  <S>                        <C>          <C>          <C>                   <C>          <C>          <C>
  1999
  ----
  Company office
       revenue               $34,708      $ 6,001      $ 40,709              $76,420      $12,936      $89,356
                             =======      =======      ========              =======      =======      =======
  
  Company office
       operating income      $ 6,562      $   271      $  6,833              $15,253      $   750      $16,003
                             =======      =======      ========              =======      =======      =======
  
  1998
  ----
  Company office
       revenue               $32,225      $ 7,577      $ 39,802              $63,997      $13,037      $77,034
                             =======      =======      ========              =======      =======      =======
  
  Company office
       operating income      $ 5,427      $ 1,857      $  7,284              $10,711      $ 2,657      $13,368
                             =======      =======      ========              =======      =======      =======
  </TABLE>
  
  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 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 1998 and 1997, the Company repurchased 167,500 and 127,500 shares of
  Common Stock at an aggregate purchase price of approximately $2,049,000 and
  $1,379,000, respectively.
  
  For the six months ended June 30, 1999, the Company repurchased 115,000 shares
  of Common Stock at an aggregate purchase price of $1,682,000, or $14.63 per
  share.
  
  During July 1999 and in early August 1999, the Company repurchased 85,500 shares
  of Common Stock at an aggregate purchase price of approximately $1,264,000, or
  $14.78 per share.
  
  As of early August 1999, the Company has repurchased a total of 495,500 shares
  of Common Stock at an aggregate purchase price of approximately $6,374,000, or
  $12.86 per share, under this stock repurchase program.
  
                                         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, 1999, revenue generated by Company offices
  increased by 2% or $907,000 from the corresponding quarter in 1998. This
  increase is due to $1,818,000 in incremental revenues from the three European
  acquisitions detailed in Note B to the Condensed Consolidated Financial
  Statements, partly offset by a same office revenue decrease of approximately 2%
  or $911,000. The same office revenue decrease was primarily due to a decline in
  the consulting line of business.
  
  For the three months ended June 30, 1999, revenue generated by Company offices
  within the outplacement line of business increased by 8% or $2,483,000. This
  outplacement revenue increase is due to same office revenue growth of
  approximately 6% or $1,996,000, primarily attributed to increased activity from
  its new and existing major international and national accounts across all
  industries under a stabilized pricing environment.
  
  For the three months ended June 30, 1999, revenue generated by Company offices
  within the consulting line of business decreased by 21% or $1,576,000. This
  decrease in consulting revenues is due primarily to a same office revenue
  decrease of 38% or $ $2,907,000, partly offset by $1,331,000 in incremental
  revenues from consulting acquisitions consummated subsequent to the second
  quarter 1998.
  
  For the six months ended June 30, 1999, revenue generated by Company offices
  increased by 16% or $12,322,000 from the corresponding period in 1998. This
  increase is due to overall same office revenue growth of 10%, primarily within
  the outplacement line of business in addition to $4,447,000 in incremental
  revenues from acquisitions consummated subsequent to the second quarter 1998.
  
  For the three months ended June 30, 1999, Affiliate royalties decreased 6% or
  $61,000 from the corresponding quarter in 1998. For the six months ended June
  30, 1999, Affiliate royalties increased 9% or $191,000 from the corresponding
  period in 1998.
  
  For the three months ended June 30, 1999, total Company office expenses
  increased 4% or $1,358,000 over the corresponding quarter in 1998. This increase
  is due to $1,417,000 in incremental costs from acquisitions consummated
  subsequent to the second quarter 1998. Additionally, there was an increase in
  office adjunct costs and depreciation expense, partly offset by a decrease in
  field incentive compensation expense as a result of a reduction in incentive
  accruals based on second quarter performance.
  
  For the six months ended June 30, 1999, total Company office expenses increased
  15% or $9,687,000 from the corresponding period in 1998. This increase is due to
  $4,021,000 in incremental costs from acquisitions consummated subsequent to the
  second quarter 1998, as well as an increase in office level employee incentives,
  payroll taxes and career center costs.
  
                                         11
  
  <PAGE>
  
                                   PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  Aggregate Company office margins were 17% and 18% for the second quarter 1999
  and 1998, respectively. This decrease in margin is primarily attributable to the
  previously mentioned decrease in same office revenue for the consulting line of
  business, offset by the corresponding decrease in provision for incentive
  compensation expense.
  
  Year-to-date aggregate Company office margins were 18% and 17% for 1999 and
  1998, respectively. The increase in margin is attributable primarily to the
  previously mentioned revenue growth, particularly in the outplacement line of
  business, and to improved results in the Asia-Pacific segment over the same
  period last year, all of which were partly offset by increased funding for
  office level incentives.
  
  For the three months ended June 30, 1999, general sales and administration
  expenses decreased by 19% or $960,000 from the second quarter 1998. This
  decrease is due primarily to a reduction in Corporate incentive compensation
  expense, offset by increased charges for depreciation and conventions and
  meetings. General sales and administrative expenses as a percentage of total
  revenues were approximately 10% for the second quarter 1999 versus 12% for the
  second quarter 1998.
  
  For the six months ended June 30, 1999, general sales and administration
  expenses increased 8% or $698,000 from the corresponding period in 1998. This
  increase is due to increased charges for foreign currency translation expense,
  depreciation, travel, and salaries. General sales and administrative expenses as
  a percentage of total revenues were approximately 11% for year-to-date 1999 and
  12% for year-to-date 1998.
  
  The Company's effective tax rates for the three months ended June 30, 1999 and
  1998 were approximately 42.5% and 42.3%, respectively. The Company's effective
  tax rates for the six months ended June 30, 1999 and 1998 were approximately
  43.0% and 42.5%, respectively.
  
  Capital Resources and Liquidity
  
  At June 30, 1999 and December 31, 1998, the Company had cash and cash
  equivalents of $10,952,000 and $20,800,000, respectively. At June 30, 1999 and
  December 31, 1998, the Company had working capital of $14,320,000 and
  $15,281,000, respectively.
  
  Net cash provided by operating activities amounted to $842,000 and $7,136,000
  for the six months ended June 30, 1999 and 1998, respectively. The change in
  cash is the result of incremental incentive compensation payments made in the
  first quarter 1999 for 1998 revenue and operating income performance above
  targets, as compared to the same period in the prior year.
  
                                         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 $12,718,000 and
  $9,458,000 for the six months ended June 30, 1999 and 1998, respectively. During
  the first six months of 1999, the Company acquired two European consulting
  firms, one European career transition firm and a 20% equity interest in a
  Japanese firm for a combination of cash and future defined contingent payments
  (See Note B to the Condensed Consolidated Financial Statements). Additionally,
  the Company continues to purchase equipment and technology to meet the needs of
  its expanding operations and to enhance its operating efficiency.
  
  Net cash provided by financing activities amounted to $2,028,000 and $3,609,000
  for the six months ended June 30, 1999 and 1998, respectively. The net cash
  inflow for 1999 was primarily the result of the $5,100,000 borrowing made to
  complete the three European acquisitions (see Note B to the Condensed
  Consolidated Financial Statements), partly offset by repayments on the Company's
  borrowings and the repurchase of Common Stock.
  
  Under its revolving credit facility with its two primary lenders, the Company
  has a $40,000,000 borrowing capacity. The Company had approximately $23,900,000
  available under the revolving credit facility at June 30, 1999. The Company
  plans to utilize the revolving credit facility to assist in the financing of
  future acquisitions as they arise and for other general corporate purposes.
  
  The Company anticipates that its cash and working capital will be sufficient to
  service its existing debt, outstanding commitments and to maintain Company
  operations at current levels for the foreseeable future. The Company will
  continue to consider acquisitions and other expansion opportunities as they
  arise, although the economics, strategic implications and other circumstances
  justifying the expansion will be key factors in determining the amount and type
  of resources the Company will commit.
  
  Year 2000
  
  During 1998, the Company completed its evaluation of the potential impact of the
  year 2000 and developed a project plan ("the Y2K Plan") to ensure the compliance
  of its major operating systems by the year 2000. As a service company, the
  Company's operating systems principally include financial, operational and
  communication applications. As part of its year 2000 project plan, the Company
  developed a replacement billing system which began operating in April 1999. The
  Y2K Plan also details the timetable to upgrade or replace non-compliant systems
  in the above areas as well as to confirm year 2000 compliance with the Company's
  key vendors. At this time, the Company is progressing in accordance with its
  anticipated timetable with respect to all aspects of the Y2K Plan and believes
  that the potential risks to its business operations are not material. As of July
  1999, the Company has successfully tested all of its critical systems for year
  2000 compliance. The Company estimates that the total capital expenditures to be
  incurred under the Y2K Plan will be in the range of $1,400,000 to $1,600,000
  during 1999, of which approximately $800,000 is
  
                                         13
  <PAGE>
                                   PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  attributable to normal costs for systems upgrades or replacements that the
  Company normally would undertake in its ongoing operations. Capitalized items
  will be depreciated over the useful life of the asset. Non-capitalizable costs
  related to year 2000 issues are estimated to be $300,000, which will be expensed
  as incurred. The Company 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, 1998 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.
  
  The Company believes that its interest risk associated with the Swap Agreements
  (See Note C to the Condensed Consolidated Financial Statements) would have an
  immaterial impact on the financial position, the results of operations and
  cashflow of the Company. Furthermore, the Company has international operations
  and does not anticipate any material currency risk to its business or financial
  condition resulting from currency fluctuations.
  
                                        14
  <PAGE>
  
                             PART II - OTHER INFORMATION
  
  Items 1, 2, 3 and 5 were not applicable in the six months ended June 30, 1999.
  
  Item 4. Submission of Matters to a Vote of Security Holders
  
  The 1999 Annual Meeting of Shareholders of the Company was held on May 6, 1999.
  
  At this meeting, the shareholders voted on the following four items: 1. The
  election of eleven directors to hold office until the annual meeting of
  shareholders in 2000 and until their respective successors are duly elected and
  qualified. 2. A proposal to amend the Company's 1993 Stock Incentive Plan to
  increase the number of shares of common stock authorized to be issued under the
  Plan and to extend the term of the Plan to December 31, 2003. 3. A proposal to
  amend the Company's 1996 Employee Stock Purchase Plan to increase the number of
  shares of common stock authorized to be issued under the Plan, to change the
  persons eligible to purchase shares under the Plan and to extend the term of the
  Plan to December 31, 2003. 4. A proposal to ratify the selection by the Board of
  Directors of Arthur Andersen LLP as the Company's independent public accountants
  for the current fiscal year.
  
  Votes were cast for the election of directors as follows, each of whom continued
  in office after the meeting:
  
  Nominee                    Votes For                          Votes Withheld
  -------                    ---------                          --------------
  Frank P. Louchheim         5,339,950                            522,326
  Richard J. Pinola          5,339,248                            523,028
  Joseph T. Smith            5,334,846                            527,430
  John J. Gavin              5,334,134                            528,142
  Larry A. Evans             5,332,420                            529,856
  John R. Bourbeau           5,340,146                            522,130
  Raymond B. Langton         5,341,546                            520,730
  Rebecca J. Maddox          5,339,886                            522,390
  Catherine Y. Selleck       5,338,298                            523,978
  Marti D. Smye              5,204,673                            657,603
  Frederick R. Davidson      5,211,346                            650,930
  
  The amendment of the Company's 1993 Stock Incentive Plan was approved as
  follows:
  
  Votes For          Votes Against          Abstentions          Broker Non-votes
  ---------          -------------          -----------          ----------------
  2,085,461            2,034,518              405,912               1,336,385
  
  The amendment of the Company's 1996 Employee Stock Purchase Plan was approved as
  follows:
  
  Votes For          Votes Against          Abstentions          Broker Non-votes
  ---------          -------------          -----------          ----------------
  4,245,648             251,187               29,056                 1,336,385
  
                                         15
  
  <PAGE>
  
                             PART II - OTHER INFORMATION
                                      CONTINUED
  
  Item 4. Submission of Matters to a Vote of Security Holders (Continued)
  
  The ratification of the selection by the Board of Directors of Arthur Andersen
  LLP as the Company's independent public accountants for the current fiscal year
  was approved as follows:
  
  Votes For          Votes Against          Abstentions          Broker Non-votes
  ---------          -------------          -----------          ----------------
  5,694,814             100,054                3,148                  64,260
  
  
  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.
  
  
                                     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 16, 1999
                    ------------------------                  ---------------
                    Richard J. Pinola                              Date
                    Chairman of the Board and
                    Chief Executive Officer
  
                    BY :/S/ G. LEE BOHS                       August 16, 1999
                      ---------------------------------       ---------------
                    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": "99692547"}, "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
  
                  UNITED STATES 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, 1999
                                          ---------------
  
                                         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, 1999:
  
   Common Stock, $0.01 par value                                 6,593,404
   -----------------------------                          --------------------
             Class                                          Number of Shares
  Right Management Consultants, Inc.
                       Condensed Consolidated Balance Sheets
                      (Dollars in Thousands Except Share Data)
  June 30,           December 31,
                                                                                   1999                1998
                                                                                   ----                ----
                                                                                (Unaudited)
  Assets
  
  Current Assets:
  Cash and cash equivalents                                                       $  10,952         $  20,800
  Accounts receivable, trade, net of allowance for doubtful accounts
      of $1,236 and $1,066 in 1999 and 1998, respectively                            29,963            33,271
  Royalties and fees receivable from Affiliates                                       2,655             3,809
  Other current assets                                                                4,333             3,004
                                                                                  ---------         ---------
         Total current assets                                                        47,903            60,884
  
  Property and equipment, net of accumulated depreciation of $25,174
     and $22,086 in 1999 and 1998, respectively                                      17,660            15,983
  
  Intangible assets, net of accumulated amortization of $9,489 and
      $8,114 in 1999 and 1998, respectively                                          38,625            33,947
  Equity investment                                                                   1,820                --
  Other noncurrent assets                                                             3,917             3,781
                                                                                  ---------         ---------
         Total Assets                                                             $ 109,925         $ 114,595
                                                                                  =========         =========
  
                        Liabilities and Shareholders' Equity
  
  Current Liabilities:
  Current portion of long-term debt and other obligations                         $   4,867         $   5,124
  Accounts and commissions payable                                                    8,035            10,086
  Accrued incentive compensation and benefits                                         6,889            15,490
  Other accrued expenses                                                              6,569             8,191
  Deferred income                                                                     7,223             6,712
                                                                                  ---------         ---------
         Total current liabilities                                                   33,583            45,603
                                                                                  ---------         ---------
  
  Long-term debt and other obligations                                               12,309             9,065
                                                                                  ---------         ---------
  
  Deferred compensation                                                               1,946             1,785
                                                                                  ---------         ---------
  
  Minority interest in subsidiaries                                                   1,482             1,324
                                                                                  ---------         ---------
  
  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;
      7,299,446 and 7,255,765 shares issued in 1999 and 1998, respectively               72                72
  Additional paid-in capital                                                         17,290            16,448
  Retained earnings                                                                  49,538            44,970
  Accumulated other comprehensive income                                               (668)             (727)
                                                                                  ---------         ---------
                                                                                     66,232            60,763
  Less treasury stock, at cost, 662,952 and 547,952 shares                           (5,627)           (3,945)
      in 1999 and 1998, respectively                                              ---------         ---------
         Total shareholders' equity                                                  60,605            56,818
                                                                                  ---------         ---------
         Total Liabilities and Shareholders' Equity                               $ 109,925         $ 114,595
                                                                                  =========         =========
  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,
                                                             ---------------------------
                                                                 1999           1998
                                                                 ----           ----
  Revenue:
  Company office revenue                                       $40,709        $39,802
  Affiliate royalties                                              942          1,003
                                                               -------        -------
  
  Total revenue                                                 41,651         40,805
                                                               -------        -------
  
  Expenses:
  Consultants' compensation                                     16,430         16,304
  Office sales and consulting support                            2,829          2,384
  Office depreciation                                            1,266            965
  Office administration                                         13,351         12,865
  General sales and administration                               2,871          4,038
  Depreciation and amortization                                  1,186            979
                                                               -------        -------
  
  Total expenses                                                37,933         37,535
                                                               -------        -------
  
  Income from operations                                         3,718          3,270
  
  Net interest expense                                             150            157
                                                               -------        -------
  
  Income before income taxes                                     3,568          3,113
  
  Provision for income taxes                                     1,517          1,318
  
  Minority interest in net income of subsidiary                    104            119
  
  Equity in earnings of minority-owned subsidiary                  140             --
                                                               -------        -------
  
  Net income                                                   $ 2,087        $ 1,676
                                                               =======        =======
  
  Basic earnings per share                                     $  0.31        $  0.25
                                                               =======        =======
  
  Diluted earnings per share                                   $  0.31        $  0.25
                                                               =======        =======
  
  Basic weighted average number of shares outstanding            6,641          6,698
                                                               =======        =======
  
  Diluted weighted average number of shares outstanding          6,757          6,793
                                                               =======        =======
  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,
                                                              -------------------------
                                                                 1999           1998
                                                                 ----           ----
  Revenue:
  Company office revenue                                       $89,356        $77,034
  Affiliate royalties                                            2,234          2,043
                                                               -------        -------
  
  Total revenue                                                 91,590         79,077
                                                               -------        -------
  
  Expenses:
  Consultants' compensation                                     36,114         32,100
  Office sales and consulting support                            6,451          4,673
  Office depreciation                                            2,426          1,891
  Office administration                                         28,362         25,002
  General sales and administration                               7,685          7,376
  Depreciation and amortization                                  2,308          1,919
                                                               -------        -------
  
  Total expenses                                                83,346         72,961
                                                               -------        -------
  
  Income from operations                                         8,244          6,116
  
  Net interest expense                                             195            394
                                                               -------        -------
  
  Income before income taxes                                     8,049          5,722
  
  Provision for income taxes                                     3,463          2,434
  
  Minority interest in net income of subsidiary                    158            149
  
  Equity in earnings of minority-owned subsidiary                  140             --
                                                               -------        -------
  
  Net income                                                   $ 4,568        $ 3,139
                                                               =======        =======
  
  Basic earnings per share                                     $  0.68        $  0.47
                                                               =======        =======
  
  Diluted earnings per share                                   $  0.67        $  0.46
                                                               =======        =======
  
  Basic weighted average number of shares outstanding            6,676          6,696
                                                               =======        =======
  
  Diluted weighted average number of shares outstanding          6,782          6,784
                                                               =======        =======
  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,
                                                                -------------------------
                                                                  1999             1998
                                                                  ----             ----
  Operating Activities:
    Net income                                                  $  4,568         $  3,139
    Adjustments to reconcile net income to net cash
      provided by (utilized for) operating activities:
        Depreciation and amortization                              4,734            3,810
        Deferred income taxes                                       (268)             423
        Provision for doubtful accounts                              265              240
        Minority interest in net income of subsidiary                158              149
        Equity in earnings of minority-owned subsidiary             (140)              --
        Other non-cash items                                         377              360
        Changes in operating accounts:
            (Increase) decrease in operating assets                5,081           (9,065)
            Increase (decrease) in operating liabilities         (13,933)           8,080
                                                                --------         --------
  
    Net cash provided by operating activities                        842            7,136
                                                                --------         --------
  
  Investing Activities:
    Purchase of property and equipment                            (4,668)          (3,278)
    Equity investment                                             (1,680)              --
    Net cash paid for acquisitions and earnouts                   (6,370)          (6,180)
                                                                --------         --------
  
    Net cash utilized for investing activities                   (12,718)          (9,458)
                                                                --------         --------
  
  Financing Activities:
    Borrowings                                                     5,529            5,900
    Payment of long-term debt and other obligations               (2,661)          (2,575)
    Tax benefit from the exercise of stock options                    66               --
    Repurchase of Common Stock                                    (1,682)              --
    Proceeds from stock issuances                                    776              284
                                                                --------         --------
  
    Net cash provided by financing activities                      2,028            3,609
                                                                --------         --------
  
  Increase (decrease) in cash and cash equivalents                (9,848)           1,287
  
  Cash and cash equivalents, beginning of period                  20,800            7,583
                                                                --------         --------
  
  Cash and cash equivalents, end of period                      $ 10,952         $  8,870
                                                                ========         ========
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                 $    599         $    523
                                                                ========         ========
  
       Income taxes                                             $  4,033         $  1,258
                                                                ========         ========
  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, 1999 are not necessarily indicative of the results that may be expected for
  the year ending December 31, 1999. For further information, refer to the
  financial statements and footnotes thereto included in Right Management
  Consultants Inc.'s Annual Report on Form 10-K for the year ended December 31,
  1998.
  
  Principles of Consolidation
  
  The consolidated financial statements include the accounts of Right Management
  Consultants, Inc. ("the Company") and its wholly-owned and majority-owned
  subsidiaries. All significant intercompany transactions and balances have been
  eliminated in consolidation. The Company's investment in a minority-owned
  subsidiary, in which it owns a 20% interest, is accounted for using the equity
  method.
  
  Comprehensive Income
  
  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 adjustments. The
  earnings associated with the Company's investment in its foreign subsidiaries
  are considered to be permanently invested and no provision for U.S. federal and
  state income taxes has been provided for on these foreign currency translation
  adjustments. Total comprehensive income for the three months ended June 30, 1999
  and 1998 was $2,187,000 and $1,431,000, respectively. Total comprehensive income
  for the six months ended June 30, 1999 and 1998 was $4,627,000 and $2,981,000,
  respectively.
  
  Reclassifications
  
  Certain 1998 amounts have been reclassified to conform to the 1999 presentation.
  
                                         5
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE B - ACQUISITIONS AND INVESTMENTS
  
  Effective January 1, 1999, the Company acquired the outstanding stock of two
  European consulting firms and one European career transition firm for a
  combination of cash and future defined contingent payments. The firms included
  Groupe ARJ, with offices in Lyon and Paris France, Jouret Management Center,
  based in Brussels, Belgium, and N.V. Claessens Belgium, S.A., with four offices
  in Belgium. The aggregate purchase price for these acquisitions totaled
  approximately $5,337,000, including costs of acquisitions and have been
  accounted for using the purchase method. The Company has funded $5,100,000 of
  these acquisitions through borrowings under the Credit Agreement. The Company
  acquired $1,000,000 in cash from these acquisitions resulting in net cash paid
  year-to-date of approximately $4,085,000, including costs of acquisitions.
  
  The Company also paid year-to-date approximately $2,192,000 in earnout payments
  related to prior acquisitions.
  
  Effective April 1, 1999, the Company acquired a 20% equity interest in Way
  Station, Inc., a leading career transition consulting firm in Japan, with
  offices in Tokyo, Nagoya, Osaka and Fukuoka. The purchase price of this interest
  approximated $1,680,000, which was paid in cash, and will be accounted for using
  the equity method. At June 30, 1999 the total equity investment in Way Station
  was $1,820,000, including the excess of the cost of the investment over the
  underlying equity acquired, which will be amortized over a period of 15 years.
  There were no intercompany transactions made with Way Station during the second
  quarter 1999. The equity in earnings of Way Station was recorded net of tax, as
  reflected in the accompanying Condensed Consolidated Statements of Income.
  
  The pro-forma impact of these acquisitions on results of operations, as 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 C - DEBT AND OTHER OBLIGATIONS
  
  As of June 30, 1999, total borrowings under the Company's Credit Agreement
  amounted to $16,100,000, including the $5,100,000 floating rate borrowing for
  the three recent European acquisitions (See Note B).
  
  As of June 30, 1999, the Company has entered into five fixed interest rate swap
  agreements ("Swap Agreements") with an aggregate notional principal of
  $11,000,000 with scheduled quarterly reductions of notional principal over three
  to five years. The fixed interest rates under these Swap Agreements range from
  5.79% to 7.08% at June 30, 1999. The purpose of these Swap Agreements is to fix
  interest rates on variable rate debt and reduce exposure to interest rate
  fluctuations. Under these Swap Agreements, the Company pays its lenders interest
  at a weighted average fixed rate of 6.59% and its lenders are paying the Company
  interest at a weighted average variable rate of 5.77% at June 30, 1999. The
  
                                         6
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE C - DEBT AND OTHER OBLIGATIONS (Continued)
  
  notional amounts do not represent amounts exchanged by the parties and thus are
  not a measure of exposure of the Company. The amounts exchanged are normally
  based on the notional amounts and other terms of the swaps. The weighted average
  variable rates are subject to change over time as LIBOR fluctuates.
  
  At June 30, 1999, the Company has no exposure to credit loss on these interest
  rate swaps. The Company is not a party to leveraged derivatives and does not
  hold or issue financial instruments for speculative purposes. The Company has
  made adjustments to interest expense for the net cash paid or received on
  interest rate swap agreements. The impact of the above interest rate swap
  agreements on interest expense has been immaterial to date.
  
  NOTE D - EARNINGS PER SHARE
  
  The Company utilizes SFAS No. 128, "Earnings per Share" to calculate its
  earnings per share ("EPS"). The calculation of EPS under SFAS No. 128 for June
  30, 1999 and 1998 are detailed below.
  For the three months                         For the six months
                                     ended June 30, 1999                          ended June 30, 1999
                                     -------------------                          -------------------
                           Income         Shares         EPS              Income          Shares         EPS
                           ------         ------         ---              ------          ------         ---
  Basic EPS:
  Net income            $2,087,000      6,641,000     $   0.31          $4,568,000      6,676,000     $   0.68
                                                      ========                                        ========
  Impact of options            ---        116,000                              ---        106,000
                        ----------     ----------                       ----------     ----------
  Diluted EPS:
  Net income            $2,087,000      6,757,000     $   0.31          $4,568,000      6,782,000     $   0.67
                        ==========     ==========     ========          ==========     ==========     ========
  
                                    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 and six months ended June 30, 1999, outstanding options to
  purchase 281,188 shares of Company Common Stock at prices ranging from $16.75 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.
  
                                         7
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE E - SEGMENTS
  
  In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise and
  Related Information," was issued effective for fiscal years ending after
  December 15, 1998. SFAS No. 131 establishes standards for reporting information
  about operating segments and related disclosures about products and services,
  geographic areas, and major customers. Operating segments are defined as
  components of an enterprise about which separate financial information is
  available that is evaluated regularly by the chief operating decision maker in
  deciding how to allocate resources and in assessing performance.
  
  The Company's operations are segregated into two lines of business: career
  transition and human resources and career management consulting ("consulting").
  The Company operates these lines of business across the geographic segments of
  the United States, Canada, Europe and Asia-Pacific. These operations offer
  different services and require different marketing strategies. Career transition
  offers support for organizational realignment and redeployment, including
  assistance in handling the initial difficulties of termination, identifying
  continuing career goals and options, and aiding in developing skills for the
  search for a new job. Consulting offers organizational and individual
  assessment, interventions in change management, leadership and executive
  development, transformation planning, cultural integration in mergers and
  acquisitions, career development, and restructuring planning. With more than 170
  service locations worldwide, the Company manages operations by geographic
  segments to enhance global growth and establish major accounts with global
  clients. The Company primarily delivers its services to mid-size and large
  industrial and service companies, with no concentration in specific companies or
  industries.
  
  Summarized operations of each of the Company's geographic segments in the
  aggregate as of June 30, 1999 and 1998 and for the three month and six month
  periods then ended are as follows:
  (Dollars in Thousands)
  1999                                    United States       Canada       Europe   Asia-Pacific  Consolidated
  ----                                    -------------     --------     --------   ------------  ------------
  Identifiable assets                          $ 80,165     $  7,049     $ 16,446     $  6,265        $109,925
                                               ========     ========     ========     ========        ========
  
  1998
  ----
  Identifiable assets                            77,613        6,365        7,697        5,354          97,029
                                               ========     ========     ========     ========        ========
  
  For the three months ended
  June 30, 1999
  --------------------------
  Revenue                                        30,750        2,253        5,108        3,540          41,651
                                               ========     ========     ========     ========        ========
  
  Operating income (1)                            2,330          462          552          374           3,718
                                               ========     ========     ========     ========        ========
  
  Depreciation and amortization                   2,083           67          122          180           2,452
                                               ========     ========     ========     ========        ========
  
  Capital expenditures                            1,491           40           57          168           1,756
                                               ========     ========     ========     ========        ========
  (1)  The operating income reported for the United States segment includes total
       general sales and administration expense reported on the Condensed
       Consolidated Statements of Income.
  8
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE E - SEGMENTS (Continued)
  (Dollars in Thousands)
                               United States      Canada        Europe   Asia-Pacific  Consolidated
                               -------------      ------        ------   ------------  ------------
  For the three months ended
  June 30, 1998
  -------------
  Revenue                            $31,439      $ 2,441      $ 3,655      $ 3,270      $40,805
                                     =======      =======      =======      =======      =======
  
  Operating income (1)                 2,032          403          479          356        3,270
                                     =======      =======      =======      =======      =======
  
  Depreciation and amortization        1,535          136          123          150        1,944
                                     =======      =======      =======      =======      =======
  
  Capital expenditures                 1,287           21            4          224        1,536
                                     =======      =======      =======      =======      =======
  
  For the six months ended
  June 30, 1999
  -------------
  Revenue                             68,912        4,845       10,833        7,000       91,590
                                     =======      =======      =======      =======      =======
  
  Operating income (1)                 5,731          730        1,187          596        8,244
                                     =======      =======      =======      =======      =======
  
  Depreciation and amortization        4,041          141          223          329        4,734
                                     =======      =======      =======      =======      =======
  
  Capital expenditures                 3,765          107          135          661        4,668
                                     =======      =======      =======      =======      =======
  
  For the six months ended
  June 30, 1998
  -------------
  Revenue                             60,522        5,136        7,020        6,399       79,077
                                     =======      =======      =======      =======      =======
  
  Operating income (1)                 3,771          813        1,076          456        6,116
                                     =======      =======      =======      =======      =======
  
  Depreciation and amortization        3,005          264          235          306        3,810
                                     =======      =======      =======      =======      =======
  
  Capital expenditures                 2,630          143          153          352        3,278
                                     =======      =======      =======      =======      =======
  (1)  The operating income reported for the United States segment includes total
       general sales and administration expense reported on the Condensed
       Consolidated Statements of Income.
  Revenues and expenses of the Company's lines of business for the Company
  offices, excluding the total general sales and administration expenses and
  Affiliate royalties, are evaluated by management. The Company does not measure
  assets by lines of business as assets are generally not distinctive to a
  particular line of business and they are not fundamental in assessing segment
  performance.
  
                                          9
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE E - SEGMENTS (Continued)
  
  Revenue and Company office operating income for each of the Company's lines of
  business in the aggregate for the three months and six months ended June 30,
  1999 and 1998 are as follows:
  For the three months                          For the six months
                                       ended June 30,                               ended June 30,
                                   ---------------------                          ------------------
                             Career                                         Career
                           Transition   Consulting   Consolidated          Transition   Consulting   Consolidated
                           ----------   ----------   ------------          ----------   ----------   ------------
  1999
  ----
  Company office
       revenue               $34,708      $ 6,001      $ 40,709              $76,420      $12,936      $89,356
                             =======      =======      ========              =======      =======      =======
  
  Company office
       operating income      $ 6,562      $   271      $  6,833              $15,253      $   750      $16,003
                             =======      =======      ========              =======      =======      =======
  
  1998
  ----
  Company office
       revenue               $32,225      $ 7,577      $ 39,802              $63,997      $13,037      $77,034
                             =======      =======      ========              =======      =======      =======
  
  Company office
       operating income      $ 5,427      $ 1,857      $  7,284              $10,711      $ 2,657      $13,368
                             =======      =======      ========              =======      =======      =======
  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 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 1998 and 1997, the Company repurchased 167,500 and 127,500 shares of
  Common Stock at an aggregate purchase price of approximately $2,049,000 and
  $1,379,000, respectively.
  
  For the six months ended June 30, 1999, the Company repurchased 115,000 shares
  of Common Stock at an aggregate purchase price of $1,682,000, or $14.63 per
  share.
  
  During July 1999 and in early August 1999, the Company repurchased 85,500 shares
  of Common Stock at an aggregate purchase price of approximately $1,264,000, or
  $14.78 per share.
  
  As of early August 1999, the Company has repurchased a total of 495,500 shares
  of Common Stock at an aggregate purchase price of approximately $6,374,000, or
  $12.86 per share, under this stock repurchase program.
  
                                         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, 1999, revenue generated by Company offices
  increased by 2% or $907,000 from the corresponding quarter in 1998. This
  increase is due to $1,818,000 in incremental revenues from the three European
  acquisitions detailed in Note B to the Condensed Consolidated Financial
  Statements, partly offset by a same office revenue decrease of approximately 2%
  or $911,000. The same office revenue decrease was primarily due to a decline in
  the consulting line of business.
  
  For the three months ended June 30, 1999, revenue generated by Company offices
  within the outplacement line of business increased by 8% or $2,483,000. This
  outplacement revenue increase is due to same office revenue growth of
  approximately 6% or $1,996,000, primarily attributed to increased activity from
  its new and existing major international and national accounts across all
  industries under a stabilized pricing environment.
  
  For the three months ended June 30, 1999, revenue generated by Company offices
  within the consulting line of business decreased by 21% or $1,576,000. This
  decrease in consulting revenues is due primarily to a same office revenue
  decrease of 38% or $ $2,907,000, partly offset by $1,331,000 in incremental
  revenues from consulting acquisitions consummated subsequent to the second
  quarter 1998.
  
  For the six months ended June 30, 1999, revenue generated by Company offices
  increased by 16% or $12,322,000 from the corresponding period in 1998. This
  increase is due to overall same office revenue growth of 10%, primarily within
  the outplacement line of business in addition to $4,447,000 in incremental
  revenues from acquisitions consummated subsequent to the second quarter 1998.
  
  For the three months ended June 30, 1999, Affiliate royalties decreased 6% or
  $61,000 from the corresponding quarter in 1998. For the six months ended June
  30, 1999, Affiliate royalties increased 9% or $191,000 from the corresponding
  period in 1998.
  
  For the three months ended June 30, 1999, total Company office expenses
  increased 4% or $1,358,000 over the corresponding quarter in 1998. This increase
  is due to $1,417,000 in incremental costs from acquisitions consummated
  subsequent to the second quarter 1998. Additionally, there was an increase in
  office adjunct costs and depreciation expense, partly offset by a decrease in
  field incentive compensation expense as a result of a reduction in incentive
  accruals based on second quarter performance.
  
  For the six months ended June 30, 1999, total Company office expenses increased
  15% or $9,687,000 from the corresponding period in 1998. This increase is due to
  $4,021,000 in incremental costs from acquisitions consummated subsequent to the
  second quarter 1998, as well as an increase in office level employee incentives,
  payroll taxes and career center costs.
  
                                         11
  PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  Aggregate Company office margins were 17% and 18% for the second quarter 1999
  and 1998, respectively. This decrease in margin is primarily attributable to the
  previously mentioned decrease in same office revenue for the consulting line of
  business, offset by the corresponding decrease in provision for incentive
  compensation expense.
  
  Year-to-date aggregate Company office margins were 18% and 17% for 1999 and
  1998, respectively. The increase in margin is attributable primarily to the
  previously mentioned revenue growth, particularly in the outplacement line of
  business, and to improved results in the Asia-Pacific segment over the same
  period last year, all of which were partly offset by increased funding for
  office level incentives.
  
  For the three months ended June 30, 1999, general sales and administration
  expenses decreased by 19% or $960,000 from the second quarter 1998. This
  decrease is due primarily to a reduction in Corporate incentive compensation
  expense, offset by increased charges for depreciation and conventions and
  meetings. General sales and administrative expenses as a percentage of total
  revenues were approximately 10% for the second quarter 1999 versus 12% for the
  second quarter 1998.
  
  For the six months ended June 30, 1999, general sales and administration
  expenses increased 8% or $698,000 from the corresponding period in 1998. This
  increase is due to increased charges for foreign currency translation expense,
  depreciation, travel, and salaries. General sales and administrative expenses as
  a percentage of total revenues were approximately 11% for year-to-date 1999 and
  12% for year-to-date 1998.
  
  The Company's effective tax rates for the three months ended June 30, 1999 and
  1998 were approximately 42.5% and 42.3%, respectively. The Company's effective
  tax rates for the six months ended June 30, 1999 and 1998 were approximately
  43.0% and 42.5%, respectively.
  
  Capital Resources and Liquidity
  
  At June 30, 1999 and December 31, 1998, the Company had cash and cash
  equivalents of $10,952,000 and $20,800,000, respectively. At June 30, 1999 and
  December 31, 1998, the Company had working capital of $14,320,000 and
  $15,281,000, respectively.
  
  Net cash provided by operating activities amounted to $842,000 and $7,136,000
  for the six months ended June 30, 1999 and 1998, respectively. The change in
  cash is the result of incremental incentive compensation payments made in the
  first quarter 1999 for 1998 revenue and operating income performance above
  targets, as compared to the same period in the prior year.
  
                                         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 $12,718,000 and
  $9,458,000 for the six months ended June 30, 1999 and 1998, respectively. During
  the first six months of 1999, the Company acquired two European consulting
  firms, one European career transition firm and a 20% equity interest in a
  Japanese firm for a combination of cash and future defined contingent payments
  (See Note B to the Condensed Consolidated Financial Statements). Additionally,
  the Company continues to purchase equipment and technology to meet the needs of
  its expanding operations and to enhance its operating efficiency.
  
  Net cash provided by financing activities amounted to $2,028,000 and $3,609,000
  for the six months ended June 30, 1999 and 1998, respectively. The net cash
  inflow for 1999 was primarily the result of the $5,100,000 borrowing made to
  complete the three European acquisitions (see Note B to the Condensed
  Consolidated Financial Statements), partly offset by repayments on the Company's
  borrowings and the repurchase of Common Stock.
  
  Under its revolving credit facility with its two primary lenders, the Company
  has a $40,000,000 borrowing capacity. The Company had approximately $23,900,000
  available under the revolving credit facility at June 30, 1999. The Company
  plans to utilize the revolving credit facility to assist in the financing of
  future acquisitions as they arise and for other general corporate purposes.
  
  The Company anticipates that its cash and working capital will be sufficient to
  service its existing debt, outstanding commitments and to maintain Company
  operations at current levels for the foreseeable future. The Company will
  continue to consider acquisitions and other expansion opportunities as they
  arise, although the economics, strategic implications and other circumstances
  justifying the expansion will be key factors in determining the amount and type
  of resources the Company will commit.
  
  Year 2000
  
  During 1998, the Company completed its evaluation of the potential impact of the
  year 2000 and developed a project plan ("the Y2K Plan") to ensure the compliance
  of its major operating systems by the year 2000. As a service company, the
  Company's operating systems principally include financial, operational and
  communication applications. As part of its year 2000 project plan, the Company
  developed a replacement billing system which began operating in April 1999. The
  Y2K Plan also details the timetable to upgrade or replace non-compliant systems
  in the above areas as well as to confirm year 2000 compliance with the Company's
  key vendors. At this time, the Company is progressing in accordance with its
  anticipated timetable with respect to all aspects of the Y2K Plan and believes
  that the potential risks to its business operations are not material. As of July
  1999, the Company has successfully tested all of its critical systems for year
  2000 compliance. The Company estimates that the total capital expenditures to be
  incurred under the Y2K Plan will be in the range of $1,400,000 to $1,600,000
  during 1999, of which approximately $800,000 is
  
                                         13
  PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  attributable to normal costs for systems upgrades or replacements that the
  Company normally would undertake in its ongoing operations. Capitalized items
  will be depreciated over the useful life of the asset. Non-capitalizable costs
  related to year 2000 issues are estimated to be $300,000, which will be expensed
  as incurred. The Company 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, 1998 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.
  
  The Company believes that its interest risk associated with the Swap Agreements
  (See Note C to the Condensed Consolidated Financial Statements) would have an
  immaterial impact on the financial position, the results of operations and
  cashflow of the Company. Furthermore, the Company has international operations
  and does not anticipate any material currency risk to its business or financial
  condition resulting from currency fluctuations.
  
                                        14
  PART II - OTHER INFORMATION
  
  Items 1, 2, 3 and 5 were not applicable in the six months ended June 30, 1999.
  
  Item 4. Submission of Matters to a Vote of Security Holders
  
  The 1999 Annual Meeting of Shareholders of the Company was held on May 6, 1999.
  
  At this meeting, the shareholders voted on the following four items: 1. The
  election of eleven directors to hold office until the annual meeting of
  shareholders in 2000 and until their respective successors are duly elected and
  qualified. 2. A proposal to amend the Company's 1993 Stock Incentive Plan to
  increase the number of shares of common stock authorized to be issued under the
  Plan and to extend the term of the Plan to December 31, 2003. 3. A proposal to
  amend the Company's 1996 Employee Stock Purchase Plan to increase the number of
  shares of common stock authorized to be issued under the Plan, to change the
  persons eligible to purchase shares under the Plan and to extend the term of the
  Plan to December 31, 2003. 4. A proposal to ratify the selection by the Board of
  Directors of Arthur Andersen LLP as the Company's independent public accountants
  for the current fiscal year.
  
  Votes were cast for the election of directors as follows, each of whom continued
  in office after the meeting:
  
  Nominee                    Votes For                          Votes Withheld
  -------                    ---------                          --------------
  Frank P. Louchheim         5,339,950                            522,326
  Richard J. Pinola          5,339,248                            523,028
  Joseph T. Smith            5,334,846                            527,430
  John J. Gavin              5,334,134                            528,142
  Larry A. Evans             5,332,420                            529,856
  John R. Bourbeau           5,340,146                            522,130
  Raymond B. Langton         5,341,546                            520,730
  Rebecca J. Maddox          5,339,886                            522,390
  Catherine Y. Selleck       5,338,298                            523,978
  Marti D. Smye              5,204,673                            657,603
  Frederick R. Davidson      5,211,346                            650,930
  
  The amendment of the Company's 1993 Stock Incentive Plan was approved as
  follows:
  
  Votes For          Votes Against          Abstentions          Broker Non-votes
  ---------          -------------          -----------          ----------------
  2,085,461            2,034,518              405,912               1,336,385
  
  The amendment of the Company's 1996 Employee Stock Purchase Plan was approved as
  follows:
  
  Votes For          Votes Against          Abstentions          Broker Non-votes
  ---------          -------------          -----------          ----------------
  4,245,648             251,187               29,056                 1,336,385
  
                                         15
  PART II - OTHER INFORMATION
                                      CONTINUED
  
  Item 4. Submission of Matters to a Vote of Security Holders (Continued)
  
  The ratification of the selection by the Board of Directors of Arthur Andersen
  LLP as the Company's independent public accountants for the current fiscal year
  was approved as follows:
  
  Votes For          Votes Against          Abstentions          Broker Non-votes
  ---------          -------------          -----------          ----------------
  5,694,814             100,054                3,148                  64,260
  
  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.
  
                                     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 16, 1999
                    ------------------------                  ---------------
                    Richard J. Pinola                              Date
                    Chairman of the Board and
                    Chief Executive Officer
  
                    BY :/S/ G. LEE BOHS                       August 16, 1999
                      ---------------------------------       ---------------
                    G. Lee Bohs                                    Date
                    Chief Financial Officer and
                    Principal Accounting Officer
  
                                         16