content: FORM 10-Q
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  (X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
  
           For the quarterly period ended     June 30, 1995
  
                                              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, 1995:
  
        Common Stock, $0.01 par value                          2,657,219
                Class                                      Number of Shares
  
  
  <PAGE>
  
                         Right Management Consultants, Inc.
                            Consolidated Balance Sheets
  
  <TABLE>
  <CAPTION>
                                                                                  June 30          December 31,
                                                                                    1995               1994
                                                                                (Unaudited)
  
  <S>                                                                         <C>                <C>
                         Assets
  Current Assets:
    Cash and cash equivalents                                                    $  4,420,353      $  9,155,835
    Accounts receivable, trade, net of allowance for
      doubtful accounts of $1,062,000 and $651,000 in
      1995 and 1994, respectively                                                  19,034,136        14,282,604
    Royalties and fees receivable from Affiliates                                   2,772,587         3,118,796
    Current portion of note receivable                                                293,333           285,635
    Prepaid expenses                                                                1,368,552           978,727
    Current deferred income taxes                                                     683,000           621,000
                                                                                 ------------      ------------
         Total current assets                                                      28,571,961        28,442,597
  
  Property and equipment, less accumulated depreciation of
    $8,400,000 in 1995 and $6,977,188 in 1994                                       7,434,945         6,693,861
  
  Other Assets:
    Intangible assets, less accumulated amortization of $5,727,835
      in 1995 and $4,790,230 in 1994                                               17,952,865        11,888,139
    Non-current deferred income taxes                                                 869,059           394,000
    Non-current portion of note receivable                                            273,901           435,067
    Other                                                                           1,200,096         1,115,247
                                                                                 ------------      ------------
                                                                                   20,295,921        13,832,453
                                                                                 ------------      ------------
         Total Assets                                                            $ 56,302,827      $ 48,968,911
                                                                                 ============      ============
  
  Liabilities and Stockholders' Equity
  
  Current Liabilities:
    Current portion of long-term debt and other obligations                      $  5,172,078      $  2,086,357
    Accounts payable                                                                4,137,924         3,354,159
    Commissions payable                                                             2,974,724         2,327,706
    Accrued incentive compensation and benefits                                     1,832,002         5,521,178
    Accrued redundant costs                                                           717,063           976,779
    Other accrued expenses                                                          1,843,831         1,962,282
    Deferred income                                                                 3,914,688         2,331,230
                                                                                 ------------      ------------
         Total current liabilities                                                 20,592,310        18,559,691
  
  Long-term debt and other obligations                                              5,905,866         4,707,075
  
  Deferred compensation                                                             1,533,779         1,296,775
  
  Commitments and Contingent Liabilities
  
  Stockholders' Equity:
    Preferred stock, no par value; 1,000,000 shares authorized; no
      shares issued or outstanding
    Common stock,  $.01 par value;  20,000,000 shares  authorized; 2,907,854
      shares issued and 2,654,902 shares outstanding in 1995;
      2,891,971 shares issued and 2,639,019 shares outstanding in 1994;                29,079            28,920
    Additional paid-in capital                                                      6,705,867         6,544,547
    Retained earnings                                                              22,411,161        18,829,744
    Cumulative translation adjustment                                                (358,108)         (480,714)
                                                                                 ------------      ------------
                                                                                   28,787,999        24,922,497
    Less treasury stock, at cost, 252,952 shares                                     (517,127)         (517,127)
                                                                                 ------------      ------------
                                                                                   28,270,872        24,405,370
                                                                                 ------------      ------------
         Total Liabilities and Stockholders' Equity                              $ 56,302,827      $ 48,968,911
                                                                                 ============      ============
  </TABLE>
  
  
  
                The accompanying notes are an integral part of these
                         consolidated financial statements.
  
                                         2
  
  
  <PAGE>
  
                         Right Management Consultants, Inc.
                         Consolidated Statements of Income
  
  <TABLE>
  <CAPTION>
                                                        Three months ended
                                                             June 30,
                                                       1995              1994
                                                    (Unaudited)      (Unaudited)
  <S>                                              <C>               <C>
  Revenue:
  
  Company Office revenue                            $ 27,608,919      $ 19,467,190
  Affiliate royalties                                  1,010,021           944,280
                                                    ------------      ------------
  
  Total revenue                                       28,618,940        20,411,470
  
  Costs and expenses:
  Consultants' compensation                           10,240,507         7,273,137
  Company Office sales and consulting support          1,903,888         1,122,587
  Company Office administration                        9,689,731         6,794,469
  General sales, consulting and administration         3,615,547         2,747,212
                                                    ------------      ------------
  
                                                      25,449,673        17,937,405
                                                    ------------      ------------
  
  Income from operations                               3,169,267         2,474,065
  
  Other income (expense):
  
  Interest income                                         75,420            54,072
  Interest expense                                      (136,812)          (56,250)
                                                    ------------      ------------
  
                                                         (61,392)           (2,178)
                                                    ------------      ------------
  
  Income before income taxes                           3,107,875         2,471,887
  
  
  Provision for income taxes                           1,229,000         1,059,000
                                                    ------------      ------------
  
  Net income                                        $  1,878,875      $  1,412,887
                                                    ============      ============
  
  Earnings per share:
  
  Net income                                        $       0.68      $       0.52
                                                    ============      ============
  
  Weighted average number of shares outstanding        2,771,714         2,700,430
                                                    ============      ============
  </TABLE>
  
  
                The accompanying notes are an integral part of these
                         consolidated financial statements.
  
                                         3
  
  <PAGE>
                         Right Management Consultants, Inc.
                         Consolidated Statements of Income
  
  <TABLE>
  <CAPTION>
                                                         Six months ended
                                                             June 30,
                                                       1995              1994
                                                   (Unaudited)       (Unaudited)
  <S>                                              <C>              <C>
  Revenue:
  
  Company Office revenue                            $ 53,888,175      $ 38,344,440
  Affiliate royalties                                  2,134,818         2,130,033
                                                    ------------      ------------
  
  Total revenue                                       56,022,993        40,474,473
  
  Costs and expenses:
  
  Consultants' compensation                           19,730,815        14,060,559
  Company Office sales and consulting support          3,989,331         2,603,416
  Company Office administration                       19,083,108        13,301,638
  General sales, consulting and administration         7,104,392         5,579,686
                                                    ------------      ------------
  
                                                      49,907,646        35,545,299
                                                    ------------      ------------
  
  Income from operations                               6,115,347         4,929,174
  
  Other income (expense):
  
  Interest income                                        173,013           127,223
  Interest expense                                      (331,657)         (137,311)
                                                    ------------      ------------
  
                                                        (158,644)          (10,088)
                                                    ------------      ------------
  
  Income before income taxes                           5,956,703         4,919,086
  
  
  Provision for income taxes                           2,356,000         2,186,000
                                                    ------------      ------------
  
  Net income                                        $  3,600,703      $  2,733,086
                                                    ============      ============
  
  Earnings per share:
  
  Net income                                        $       1.31      $       1.01
                                                    ============      ============
  
  
  Weighted average number of shares outstanding        2,759,085         2,706,322
                                                       =========         =========
  </TABLE>
  
  
                   The accompanying notes are an integral part of
                      these consolidated financial statements.
  
                                         4
  
  
  <PAGE>
  
  
                         Right Management Consultants, Inc.
                       Consolidated Statements of Cash Flows
  
  
  <TABLE>
  <CAPTION>
                                                                           Six months ended
                                                                                June 30,
                                                                          1995            1994
                                                                      (Unaudited)     (Unaudited)
  <S>                                                               <C>             <C>
  Operations:
    Net income                                                        $ 3,600,703      $ 2,733,086
    Adjustments to reconcile net income to net cash
     utilized by operating activities:
        Depreciation and amortization                                   2,102,764        1,454,358
        Deferred taxes                                                   (537,000)        (112,000)
        Other non-cash charges                                            289,691          469,171
        Revenue recognized for assumption of incomplete contracts        (171,544)        (141,529)
        Provision for doubtful accounts                                   250,000           75,000
        Changes in operating accounts:
          Accounts receivable, trade and from Affiliates               (4,005,161)        (128,851)
          Prepaid expenses and other assets                               (52,769)        (604,767)
          Accounts payable and accrued expenses                        (3,862,839)      (2,551,739)
          Commissions payable                                             605,162         (533,373)
          Deferred income                                               1,257,425          970,608
                                                                      -----------      -----------
  
    Net cash provided (utilized) by operating activities                 (523,568)       1,629,964
  
  Investing Activities:
    Purchase of property and equipment                                 (1,385,932)      (1,206,300)
    Net cash paid for acquisitions                                     (2,050,529)        (927,503)
                                                                      -----------      -----------
  
    Net cash utilized by investing activities                          (3,436,461)      (2,133,803)
  
  Financing Activities:
    Payment of long-term debt and other obligations                      (984,920)        (928,582)
    Proceeds from stock issuances                                         161,380          318,520
                                                                      -----------      -----------
  
    Net cash utilized by financing activities                            (823,540)        (610,062)
  
  Effect of exchange rate changes on cash and
   cash equivalents                                                        48,087           21,823
                                                                      -----------      -----------
  
  Decrease in cash and cash equivalents                                (4,735,482)      (1,092,078)
  
  Cash and cash equivalents, beginning of period                        9,155,835        8,638,758
                                                                        =========        =========
  
  Cash and cash equivalents, end of period                            $ 4,420,353      $ 7,546,680
                                                                      ===========      ===========
  
  
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                       $   247,015      $    57,057
                                                                      ===========      ===========
  
       Income taxes                                                   $ 3,056,450      $ 2,715,418
                                                                      ===========      ===========
  </TABLE>
  
  
                   The accompanying notes are an integral part of
                      these consolidated financial statements.
  
                                         5
  
  
  <PAGE>
  
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  NOTE A - BASIS OF PRESENTATION
  
       The accompanying unaudited condensed consolidated financial statements have
  been prepared in accordance with generally  accepted  accounting  principles for
  interim  financial  information and the instructions to Form 10-Q and Rule 10-01
  of Regulation S-X.  Accordingly,  they do not include all of the information and
  footnote disclosures necessary for a fair presentation of consolidated financial
  position,  results of  operations  and cash flows in conformity  with  generally
  accepted accounting  principles.  In the opinion of management,  all adjustments
  (consisting of normal  recurring  adjustments)  considered  necessary for a fair
  presentation have been included. Operating results for the six months ended June
  30, 1995 are not necessarily  indicative of the results that may be expected for
  the year ending December 31, 1995. Certain amounts have been reclassified in the
  1994 Consolidated Balance Sheets and Statement of Cash Flows to conform with the
  1995 presentation.  For further  information,  refer to the financial statements
  and footnotes thereto included in the Company's annual report for the year ended
  December 31, 1994.
  
           Principles of Consolidation
  
       The  consolidated  financial  statements  include  the  accounts  of  Right
  Management Consultants, Inc., and its wholly-owned subsidiaries. All significant
  intercompany transactions and balances have been eliminated in consolidation.
  
           Currency Translation
  
       There are no  material  transaction  gains or  losses  in the  accompanying
  consolidated financial statements.
  
  NOTE B - ACQUISITIONS
  
       Effective  April 1, 1995,  the  Company  acquired  the  shares of LM&P,  SA
  ("LM&P") located in Paris, France. This transaction has been accounted for using
  the  purchase  method.  The  aggregate  purchase  price  of the  acquisition  of
  approximately $2.6 million included $2 million in goodwill. This acquisition was
  made for a combination of cash and future defined  incentives.  These incentives
  are  dependent  on  the  results  of  the  acquired  entity  subsequent  to  the
  transaction.   The  present  value  of  these  estimated   contingent  payments,
  aggregating  approximately  $750,000,  has  been  accounted  for as  part of the
  purchase price and is included in long-term  debt and other  obligations at June
  30, 1995. The pro-forma effect of this acquisition on results of operations,  if
  it had been consummated at the beginning of each period presented, is immaterial
  and has been omitted.
  
       The net cash paid for acquisitions of approximately $2,051,000 reflected in
  the Consolidated  Statement of Cash Flows for the six months ended June 30, 1995
  was comprised of aggregate
  
  
                                         6
  
  <PAGE>
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  cash  paid at  closing  of  approximately  $3,950,000  for the two  transactions
  reduced by net  borrowings of  approximately  $1,300,000  and cash acquired from
  LM&P of approximately $594,000.
  
       In August  1995,  the  Company  received a  commitment,  subject to certain
  conditions  occurring,  from its primary bank to amend its existing  Amended and
  Restated  Revolving  Credit and Term Loan  Agreement  to  increase  the  maximum
  unsecured  revolving line of credit from $6,000,000 to $10,000,000.  The Company
  utilized  approximately  $1,500,000 of its revolving  credit line during the six
  month  period  to  consummate  the  acquisitions  of its  Cupertino,  California
  Affiliate  and  LM&P.  As of  June  30,  1995  approximately  $1,300,000  of the
  $1,500,000 remains outstanding in addition to its existing term loan obligations
  under this agreement.
  
  NOTE C - GEOGRAPHIC SEGMENTS
  
           Summarized  operations of each of the Company's  geographic segments in
  the aggregate as of June 30, 1995 and 1994 and for the six months ended June 30,
  1995 and 1994 are as follows:
  
  <TABLE>
  <CAPTION>
  1995                            US            Canada           Europe           Total
  <S>                       <C>             <C>             <C>              <C>
  Identifiable assets         $46,454,000     $ 2,351,000     $ 7,498,000      $56,303,000
                              ===========     ===========     ===========      ===========
  
  Revenue                     $48,692,000     $ 3,412,000     $ 3,919,000      $56,023,000
                              ===========     ===========     ===========      ===========
  
  Operating income (loss)     $ 5,308,000     $   968,000     $  (161,000)     $ 6,115,000
                              ===========     ===========     ===========      ===========
  
  Depreciation and
     amortization             $ 1,875,000     $    85,000     $   142,000      $ 2,103,000
                              ===========     ===========     ===========      ===========
  
  Capital expenditures        $ 1,252,000     $    49,000     $    85,000      $ 1,386,000
                              ===========     ===========     ===========      ===========
  </TABLE>
  
  <TABLE>
  <CAPTION>
  1994                            US             Canada          Europe           Total
  <S>                        <C>           <C>               <C>             <C>
  Identifiable assets         $32,799,000     $ 1,745,000     $ 2,593,000      $37,137,000
                              ===========     ===========     ===========      ===========
  
  Revenue                     $34,567,000     $ 3,101,000     $ 2,806,000      $40,474,000
                              ===========     ===========     ===========      ===========
  
  Operating income (loss)     $ 4,578,000     $   699,000     $  (348,000)     $ 4,929,000
                              ===========     ===========     ===========      ===========
  
  Depreciation and
     amortization             $ 1,249,000     $    88,000     $   117,000      $ 1,454,000
                              ===========     ===========     ===========      ===========
  
  Capital expenditures        $ 1,089,000     $    43,000     $    74,000      $ 1,206,000
                              ===========     ===========     ===========      ===========
  </TABLE>
  
                                         7
  
  <PAGE>
  
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  NOTE D -  STOCKHOLDERS' EQUITY
  
       At the May 1995 Annual Meeting of Shareholders,  the Company's shareholders
  approved the  amendment and renaming of the 1993 Stock Option Plan (the "Plan").
  Among the amendments to the Plan approved by  shareholders  were the renaming of
  the Plan to the 1993 Stock  Incentive Plan and  authorization  of the Company to
  grant  restricted  stock  in  addition  to  stock  options.  Subsequent  to this
  amendment,  the  Company  granted  19,000  shares  of  restricted  stock  to its
  Executive Officers.
  
       Details of the  Company's  existing  stock options for the six month period
  ended June 30, 1995 are summarized as follows:
  
            Outstanding at January 1, 1995             459,367
            Granted at $17.50 - $19.50 per share        40,333
            Canceled or expired during the period      (10,000)
            Exercised during the period                (15,883)
                                                      --------
            Outstanding at June 30, 1995               473,817
                                                      ========
  
  PART I - ITEM 2     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  Results of Operations
  
       Revenue  generated by Company  Offices  increased 42% or $8,142,000 for the
  quarter  ended June 30, 1995 over the  corresponding  quarter in 1994 and 41% or
  $15,544,000 for the six months ended June 30, 1995 over the same period in 1994.
  Revenue on a same office basis  increased  approximately  15% for both the three
  and six month  periods  ended June 30, 1995 over the same periods in 1994.  This
  same office growth can be attributed to increases in the aggregate U.S. Offices,
  particularly in the Northeastern  U.S. The remaining  increase was primarily due
  to revenue generated by the recent acquisitions of two former Affiliates,  which
  together  operate  five  offices  and the  acquisitions  of  Jannotta,  Bray and
  Associates  ("JBA")  and LM&P,  all of which were  acquired  during or after the
  second quarter in 1994.
  
       Affiliate royalties increased 7% or $66,000, for the quarter ended June 30,
  1995  over the  corresponding  quarter  in 1994 and by less  than 1% for the six
  months  ended  June 30,  1995 over the  corresponding  period in 1994.  This was
  primarily due to increased  market  penetration in the aggregate U.S.  Affiliate
  offices,  offset by reduced  royalties  resulting from the  acquisitions of five
  former  Affiliate  offices as discussed  above.  Revenue  from these  offices is
  reflected as Company revenue subsequent to their respective  acquisitions.  On a
  same office basis,  Affiliate offices grew  approximately 23% and 15% during the
  second quarter and first six months in 1995 over corresponding periods in 1994.
  
  
                                         8
  <PAGE>
  
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    (Continued)
  
  
       Company  Office  expenses in the aggregate  increased 44% or $6,644,000 for
  the quarter ended June 30, 1995 and 43% or $12,838,000  for the six months ended
  June 30,  1995 over the  corresponding  periods in 1994.  Costs  incurred by the
  Company's newly acquired  Affiliates  accounted for approximately 17% and 19% of
  these   increases  for  the  second  quarter  and  first  six  months  in  1995,
  respectively.  The remaining  increases are due to certain duplicate  facilities
  and  administration  from  the  acquisition  of JBA as well as  general  expense
  increases from existing Company Offices related to the revenue growth during the
  respective  periods.  Aggregate  Company  Office  margins  were 21% for both the
  quarter  and  six  months  ended  June  30,  1995,   slightly   lower  than  the
  corresponding  periods'  22% in 1994.  The Company is seeking to improve  Office
  margins through further economies of scale as the recent  acquisitions  continue
  to be integrated.
  
       General  sales,  consulting  and  administration  expense  increased 32% or
  $868,000 for the quarter and 27% or $1,525,000 for the six months ended June 30,
  1995 over the corresponding  periods in 1994. These increases were primarily due
  to investments  made in the  development of the Company's  consulting  services,
  increases  in  amortization  relating  to  recent  acquisitions  and  additional
  reserves for duplicate  Company  Office  closures  primarily  related to the JBA
  acquisition.  Despite these increases,  the total expenses in this category as a
  percentage of revenue  remained at 13% for both the quarter and six months ended
  June 30, 1995 as compared to 13% and 14%,  respectively,  for the  corresponding
  periods in 1994.
  
       Income  before income taxes  increased  26% to  $3,108,000  for the quarter
  ended June 30, 1995 from  $2,472,000 for the  corresponding  quarter in 1994 and
  21% to $5,957,000 for the first six months in 1995 from  $4,919,000 for the same
  period in 1994.  This increase  resulted  principally  from the  combination  of
  greater  Company  Office revenue and reduced  operating  losses in the Company's
  European   operations.   The  reduced  European  operating  losses  reflect  the
  acquisition of LM&P effective April 1, 1995.
  
       The Company's  effective tax rate was approximately 40% for the quarter and
  six months  ended June 30, 1995  compared  to 43% and 44% for the  corresponding
  periods in 1994.  This reduction  resulted from reduced taxes at the state level
  and the  reduced  impact on the  effective  tax rate of  nondeductible  expenses
  primarily associated with prior acquisitions.
  
           Capital Resources and Liquidity
  
       The Company's cash and cash equivalents  decreased to $4,420,000 during the
  six months ended June 30, 1995,  from  $9,156,000 as of December 31, 1994.  This
  decrease  resulted  principally  from cash  utilized by  operations of $524,000,
  purchases  of  property  and  equipment  of  $1,386,000,  net cash  paid for the
  acquisitions of the Company's former Cupertino, California Affiliate and LM&P of
  $2,051,000  and  payment of  long-term  debt and other  obligations  aggregating
  $985,000, which were in excess of proceeds from stock issuances of $161,000. The
  total net cash utilized by operations  increased by $2,154,000 for the first six
  months of 1995 over the corresponding  period in 1994. This was primarily due to
  the payment of greater 1994 incentive  compensation in 1995 over the amount paid
  in 1994 and an increase  in accounts  receivable  resulting  from the  increased
  revenue over the period as well as a lengthening in the average days outstanding
  for accounts receivable. The Company has been making
  
  
                                         9
  <PAGE>
  
  
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    (Continued)
  
  aggressive  efforts to improve its  collections  and  anticipates it can reverse
  this trend over the course of the second half of the year.
  
       Historically,   ongoing  cash   requirements  have  been  provided  through
  operations.  As discussed,  in August 1995 the Company  received a commitment to
  increase its total borrowing  capacity  $10,000,000  through a committed  credit
  line with its primary bank. During the first quarter in 1995, in connection with
  the acquisition of the Cupertino,  California  Affiliate,  the Company  borrowed
  $1,500,000  from this  credit  line at the  floating  rate of the bank which was
  subsequently  repaid in full during the second  quarter.  Also during the second
  quarter,  in  connection  with the  acquisition  of LM&P,  the Company  borrowed
  6,500,000 French francs (approximately $1,300,000) under the same credit line at
  the LIBOR rate plus 1.25%. This amount remains  outstanding as of June 30, 1995.
  As the Company continues its expansion through acquisitions, there may be a need
  for  additional  financing to consummate  certain  transactions.  Should this be
  necessary,  the Company  anticipates cash and working capital will be sufficient
  to service the debt and to maintain Company operations.
  
       The key factor in the Company's  liquidity is the operating  results of the
  Company  Offices.  The operating margin increased during the quarter to 21% from
  20% in the  first  quarter  1995.  The  Company  will  continue  to seek  margin
  improvement  through further economies of scale from its recent acquisitions and
  through greater efficiencies and cost reductions.
  
       The  Company  will  continue to consider  expansion  opportunities  as they
  arise,  although the economics and other circumstances  justifying the expansion
  will be key factors in  determining  the amount of  resources  the Company  will
  devote to further expansion.
  
  
  
                                         10
  <PAGE>
  
  
  
  PART II - OTHER INFORMATION
  
   Items 1, 2, 3, 4 and 5 were not applicable in the period ended June 30, 1995
  
   Item 6.   Exhibits and Reports on Form 8-K
  
              a.    Exhibits:
  
                    10.55 - Purchase  agreement between Right Associates  (France)
                            and BDDP and Mr. Jean Liebaut,  Mr.  Francois  Prieur,
                            Mr. Claude Maubras,  Mr. Jean- Pierre Leclercq and Mr.
                            Claude Vieules, dated June 13, 1995.
  
                    11    - Consolidated Earnings per Share Calculation
  
              b.    No reports on Form 8-K were filed  during the period for which
                    this Report is filed.
  
                    SIGNATURES
  
                    Pursuant to the requirements of the Securities Exchange Act of
                    1934,  the Registrant has duly caused this Report to be signed
                    on its behalf by the undersigned, thereunto duly authorized.
  
                    RIGHT MANAGEMENT CONSULTANTS, INC.
  
  
                    BY:/s/ Richard J. Pinola                     August 11, 1995
                    Richard J. Pinola                                  Date
                    Chairman and Chief Executive Officer
  
  
                    BY:/s/ G. Lee Bohs                           August 11, 1995
                    G. Lee Bohs                                        Date
                    Chief Financial Officer
  
  
                                         11
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 34799}]
text: FORM 10-Q
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  (X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
  
           For the quarterly period ended     June 30, 1995
  
                                              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, 1995:
  
        Common Stock, $0.01 par value                          2,657,219
                Class                                      Number of Shares
  Right Management Consultants, Inc.
                            Consolidated Balance Sheets
  June 30          December 31,
                                                                                    1995               1994
                                                                                (Unaudited)
  Assets
  Current Assets:
    Cash and cash equivalents                                                    $  4,420,353      $  9,155,835
    Accounts receivable, trade, net of allowance for
      doubtful accounts of $1,062,000 and $651,000 in
      1995 and 1994, respectively                                                  19,034,136        14,282,604
    Royalties and fees receivable from Affiliates                                   2,772,587         3,118,796
    Current portion of note receivable                                                293,333           285,635
    Prepaid expenses                                                                1,368,552           978,727
    Current deferred income taxes                                                     683,000           621,000
                                                                                 ------------      ------------
         Total current assets                                                      28,571,961        28,442,597
  
  Property and equipment, less accumulated depreciation of
    $8,400,000 in 1995 and $6,977,188 in 1994                                       7,434,945         6,693,861
  
  Other Assets:
    Intangible assets, less accumulated amortization of $5,727,835
      in 1995 and $4,790,230 in 1994                                               17,952,865        11,888,139
    Non-current deferred income taxes                                                 869,059           394,000
    Non-current portion of note receivable                                            273,901           435,067
    Other                                                                           1,200,096         1,115,247
                                                                                 ------------      ------------
                                                                                   20,295,921        13,832,453
                                                                                 ------------      ------------
         Total Assets                                                            $ 56,302,827      $ 48,968,911
                                                                                 ============      ============
  
  Liabilities and Stockholders' Equity
  
  Current Liabilities:
    Current portion of long-term debt and other obligations                      $  5,172,078      $  2,086,357
    Accounts payable                                                                4,137,924         3,354,159
    Commissions payable                                                             2,974,724         2,327,706
    Accrued incentive compensation and benefits                                     1,832,002         5,521,178
    Accrued redundant costs                                                           717,063           976,779
    Other accrued expenses                                                          1,843,831         1,962,282
    Deferred income                                                                 3,914,688         2,331,230
                                                                                 ------------      ------------
         Total current liabilities                                                 20,592,310        18,559,691
  
  Long-term debt and other obligations                                              5,905,866         4,707,075
  
  Deferred compensation                                                             1,533,779         1,296,775
  
  Commitments and Contingent Liabilities
  
  Stockholders' Equity:
    Preferred stock, no par value; 1,000,000 shares authorized; no
      shares issued or outstanding
    Common stock,  $.01 par value;  20,000,000 shares  authorized; 2,907,854
      shares issued and 2,654,902 shares outstanding in 1995;
      2,891,971 shares issued and 2,639,019 shares outstanding in 1994;                29,079            28,920
    Additional paid-in capital                                                      6,705,867         6,544,547
    Retained earnings                                                              22,411,161        18,829,744
    Cumulative translation adjustment                                                (358,108)         (480,714)
                                                                                 ------------      ------------
                                                                                   28,787,999        24,922,497
    Less treasury stock, at cost, 252,952 shares                                     (517,127)         (517,127)
                                                                                 ------------      ------------
                                                                                   28,270,872        24,405,370
                                                                                 ------------      ------------
         Total Liabilities and Stockholders' Equity                              $ 56,302,827      $ 48,968,911
                                                                                 ============      ============
  The accompanying notes are an integral part of these
                         consolidated financial statements.
  
                                         2
  Right Management Consultants, Inc.
                         Consolidated Statements of Income
  Three months ended
                                                             June 30,
                                                       1995              1994
                                                    (Unaudited)      (Unaudited)
  Revenue:
  
  Company Office revenue                            $ 27,608,919      $ 19,467,190
  Affiliate royalties                                  1,010,021           944,280
                                                    ------------      ------------
  
  Total revenue                                       28,618,940        20,411,470
  
  Costs and expenses:
  Consultants' compensation                           10,240,507         7,273,137
  Company Office sales and consulting support          1,903,888         1,122,587
  Company Office administration                        9,689,731         6,794,469
  General sales, consulting and administration         3,615,547         2,747,212
                                                    ------------      ------------
  
                                                      25,449,673        17,937,405
                                                    ------------      ------------
  
  Income from operations                               3,169,267         2,474,065
  
  Other income (expense):
  
  Interest income                                         75,420            54,072
  Interest expense                                      (136,812)          (56,250)
                                                    ------------      ------------
  
                                                         (61,392)           (2,178)
                                                    ------------      ------------
  
  Income before income taxes                           3,107,875         2,471,887
  
  Provision for income taxes                           1,229,000         1,059,000
                                                    ------------      ------------
  
  Net income                                        $  1,878,875      $  1,412,887
                                                    ============      ============
  
  Earnings per share:
  
  Net income                                        $       0.68      $       0.52
                                                    ============      ============
  
  Weighted average number of shares outstanding        2,771,714         2,700,430
                                                    ============      ============
  The accompanying notes are an integral part of these
                         consolidated financial statements.
  
                                         3
  Right Management Consultants, Inc.
                         Consolidated Statements of Income
  Six months ended
                                                             June 30,
                                                       1995              1994
                                                   (Unaudited)       (Unaudited)
  Revenue:
  
  Company Office revenue                            $ 53,888,175      $ 38,344,440
  Affiliate royalties                                  2,134,818         2,130,033
                                                    ------------      ------------
  
  Total revenue                                       56,022,993        40,474,473
  
  Costs and expenses:
  
  Consultants' compensation                           19,730,815        14,060,559
  Company Office sales and consulting support          3,989,331         2,603,416
  Company Office administration                       19,083,108        13,301,638
  General sales, consulting and administration         7,104,392         5,579,686
                                                    ------------      ------------
  
                                                      49,907,646        35,545,299
                                                    ------------      ------------
  
  Income from operations                               6,115,347         4,929,174
  
  Other income (expense):
  
  Interest income                                        173,013           127,223
  Interest expense                                      (331,657)         (137,311)
                                                    ------------      ------------
  
                                                        (158,644)          (10,088)
                                                    ------------      ------------
  
  Income before income taxes                           5,956,703         4,919,086
  
  Provision for income taxes                           2,356,000         2,186,000
                                                    ------------      ------------
  
  Net income                                        $  3,600,703      $  2,733,086
                                                    ============      ============
  
  Earnings per share:
  
  Net income                                        $       1.31      $       1.01
                                                    ============      ============
  
  Weighted average number of shares outstanding        2,759,085         2,706,322
                                                       =========         =========
  The accompanying notes are an integral part of
                      these consolidated financial statements.
  
                                         4
  Right Management Consultants, Inc.
                       Consolidated Statements of Cash Flows
  Six months ended
                                                                                June 30,
                                                                          1995            1994
                                                                      (Unaudited)     (Unaudited)
  Operations:
    Net income                                                        $ 3,600,703      $ 2,733,086
    Adjustments to reconcile net income to net cash
     utilized by operating activities:
        Depreciation and amortization                                   2,102,764        1,454,358
        Deferred taxes                                                   (537,000)        (112,000)
        Other non-cash charges                                            289,691          469,171
        Revenue recognized for assumption of incomplete contracts        (171,544)        (141,529)
        Provision for doubtful accounts                                   250,000           75,000
        Changes in operating accounts:
          Accounts receivable, trade and from Affiliates               (4,005,161)        (128,851)
          Prepaid expenses and other assets                               (52,769)        (604,767)
          Accounts payable and accrued expenses                        (3,862,839)      (2,551,739)
          Commissions payable                                             605,162         (533,373)
          Deferred income                                               1,257,425          970,608
                                                                      -----------      -----------
  
    Net cash provided (utilized) by operating activities                 (523,568)       1,629,964
  
  Investing Activities:
    Purchase of property and equipment                                 (1,385,932)      (1,206,300)
    Net cash paid for acquisitions                                     (2,050,529)        (927,503)
                                                                      -----------      -----------
  
    Net cash utilized by investing activities                          (3,436,461)      (2,133,803)
  
  Financing Activities:
    Payment of long-term debt and other obligations                      (984,920)        (928,582)
    Proceeds from stock issuances                                         161,380          318,520
                                                                      -----------      -----------
  
    Net cash utilized by financing activities                            (823,540)        (610,062)
  
  Effect of exchange rate changes on cash and
   cash equivalents                                                        48,087           21,823
                                                                      -----------      -----------
  
  Decrease in cash and cash equivalents                                (4,735,482)      (1,092,078)
  
  Cash and cash equivalents, beginning of period                        9,155,835        8,638,758
                                                                        =========        =========
  
  Cash and cash equivalents, end of period                            $ 4,420,353      $ 7,546,680
                                                                      ===========      ===========
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                       $   247,015      $    57,057
                                                                      ===========      ===========
  
       Income taxes                                                   $ 3,056,450      $ 2,715,418
                                                                      ===========      ===========
  The accompanying notes are an integral part of
                      these consolidated financial statements.
  
                                         5
  RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  NOTE A - BASIS OF PRESENTATION
  
       The accompanying unaudited condensed consolidated financial statements have
  been prepared in accordance with generally  accepted  accounting  principles for
  interim  financial  information and the instructions to Form 10-Q and Rule 10-01
  of Regulation S-X.  Accordingly,  they do not include all of the information and
  footnote disclosures necessary for a fair presentation of consolidated financial
  position,  results of  operations  and cash flows in conformity  with  generally
  accepted accounting  principles.  In the opinion of management,  all adjustments
  (consisting of normal  recurring  adjustments)  considered  necessary for a fair
  presentation have been included. Operating results for the six months ended June
  30, 1995 are not necessarily  indicative of the results that may be expected for
  the year ending December 31, 1995. Certain amounts have been reclassified in the
  1994 Consolidated Balance Sheets and Statement of Cash Flows to conform with the
  1995 presentation.  For further  information,  refer to the financial statements
  and footnotes thereto included in the Company's annual report for the year ended
  December 31, 1994.
  
           Principles of Consolidation
  
       The  consolidated  financial  statements  include  the  accounts  of  Right
  Management Consultants, Inc., and its wholly-owned subsidiaries. All significant
  intercompany transactions and balances have been eliminated in consolidation.
  
           Currency Translation
  
       There are no  material  transaction  gains or  losses  in the  accompanying
  consolidated financial statements.
  
  NOTE B - ACQUISITIONS
  
       Effective  April 1, 1995,  the  Company  acquired  the  shares of LM&P,  SA
  ("LM&P") located in Paris, France. This transaction has been accounted for using
  the  purchase  method.  The  aggregate  purchase  price  of the  acquisition  of
  approximately $2.6 million included $2 million in goodwill. This acquisition was
  made for a combination of cash and future defined  incentives.  These incentives
  are  dependent  on  the  results  of  the  acquired  entity  subsequent  to  the
  transaction.   The  present  value  of  these  estimated   contingent  payments,
  aggregating  approximately  $750,000,  has  been  accounted  for as  part of the
  purchase price and is included in long-term  debt and other  obligations at June
  30, 1995. The pro-forma effect of this acquisition on results of operations,  if
  it had been consummated at the beginning of each period presented, is immaterial
  and has been omitted.
  
       The net cash paid for acquisitions of approximately $2,051,000 reflected in
  the Consolidated  Statement of Cash Flows for the six months ended June 30, 1995
  was comprised of aggregate
  
                                         6
  RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  cash  paid at  closing  of  approximately  $3,950,000  for the two  transactions
  reduced by net  borrowings of  approximately  $1,300,000  and cash acquired from
  LM&P of approximately $594,000.
  
       In August  1995,  the  Company  received a  commitment,  subject to certain
  conditions  occurring,  from its primary bank to amend its existing  Amended and
  Restated  Revolving  Credit and Term Loan  Agreement  to  increase  the  maximum
  unsecured  revolving line of credit from $6,000,000 to $10,000,000.  The Company
  utilized  approximately  $1,500,000 of its revolving  credit line during the six
  month  period  to  consummate  the  acquisitions  of its  Cupertino,  California
  Affiliate  and  LM&P.  As of  June  30,  1995  approximately  $1,300,000  of the
  $1,500,000 remains outstanding in addition to its existing term loan obligations
  under this agreement.
  
  NOTE C - GEOGRAPHIC SEGMENTS
  
           Summarized  operations of each of the Company's  geographic segments in
  the aggregate as of June 30, 1995 and 1994 and for the six months ended June 30,
  1995 and 1994 are as follows:
  1995                            US            Canada           Europe           Total
  Identifiable assets         $46,454,000     $ 2,351,000     $ 7,498,000      $56,303,000
                              ===========     ===========     ===========      ===========
  
  Revenue                     $48,692,000     $ 3,412,000     $ 3,919,000      $56,023,000
                              ===========     ===========     ===========      ===========
  
  Operating income (loss)     $ 5,308,000     $   968,000     $  (161,000)     $ 6,115,000
                              ===========     ===========     ===========      ===========
  
  Depreciation and
     amortization             $ 1,875,000     $    85,000     $   142,000      $ 2,103,000
                              ===========     ===========     ===========      ===========
  
  Capital expenditures        $ 1,252,000     $    49,000     $    85,000      $ 1,386,000
                              ===========     ===========     ===========      ===========
  1994                            US             Canada          Europe           Total
  Identifiable assets         $32,799,000     $ 1,745,000     $ 2,593,000      $37,137,000
                              ===========     ===========     ===========      ===========
  
  Revenue                     $34,567,000     $ 3,101,000     $ 2,806,000      $40,474,000
                              ===========     ===========     ===========      ===========
  
  Operating income (loss)     $ 4,578,000     $   699,000     $  (348,000)     $ 4,929,000
                              ===========     ===========     ===========      ===========
  
  Depreciation and
     amortization             $ 1,249,000     $    88,000     $   117,000      $ 1,454,000
                              ===========     ===========     ===========      ===========
  
  Capital expenditures        $ 1,089,000     $    43,000     $    74,000      $ 1,206,000
                              ===========     ===========     ===========      ===========
  7
  RIGHT MANAGEMENT CONSULTANTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  NOTE D -  STOCKHOLDERS' EQUITY
  
       At the May 1995 Annual Meeting of Shareholders,  the Company's shareholders
  approved the  amendment and renaming of the 1993 Stock Option Plan (the "Plan").
  Among the amendments to the Plan approved by  shareholders  were the renaming of
  the Plan to the 1993 Stock  Incentive Plan and  authorization  of the Company to
  grant  restricted  stock  in  addition  to  stock  options.  Subsequent  to this
  amendment,  the  Company  granted  19,000  shares  of  restricted  stock  to its
  Executive Officers.
  
       Details of the  Company's  existing  stock options for the six month period
  ended June 30, 1995 are summarized as follows:
  
            Outstanding at January 1, 1995             459,367
            Granted at $17.50 - $19.50 per share        40,333
            Canceled or expired during the period      (10,000)
            Exercised during the period                (15,883)
                                                      --------
            Outstanding at June 30, 1995               473,817
                                                      ========
  
  PART I - ITEM 2     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  Results of Operations
  
       Revenue  generated by Company  Offices  increased 42% or $8,142,000 for the
  quarter  ended June 30, 1995 over the  corresponding  quarter in 1994 and 41% or
  $15,544,000 for the six months ended June 30, 1995 over the same period in 1994.
  Revenue on a same office basis  increased  approximately  15% for both the three
  and six month  periods  ended June 30, 1995 over the same periods in 1994.  This
  same office growth can be attributed to increases in the aggregate U.S. Offices,
  particularly in the Northeastern  U.S. The remaining  increase was primarily due
  to revenue generated by the recent acquisitions of two former Affiliates,  which
  together  operate  five  offices  and the  acquisitions  of  Jannotta,  Bray and
  Associates  ("JBA")  and LM&P,  all of which were  acquired  during or after the
  second quarter in 1994.
  
       Affiliate royalties increased 7% or $66,000, for the quarter ended June 30,
  1995  over the  corresponding  quarter  in 1994 and by less  than 1% for the six
  months  ended  June 30,  1995 over the  corresponding  period in 1994.  This was
  primarily due to increased  market  penetration in the aggregate U.S.  Affiliate
  offices,  offset by reduced  royalties  resulting from the  acquisitions of five
  former  Affiliate  offices as discussed  above.  Revenue  from these  offices is
  reflected as Company revenue subsequent to their respective  acquisitions.  On a
  same office basis,  Affiliate offices grew  approximately 23% and 15% during the
  second quarter and first six months in 1995 over corresponding periods in 1994.
  
                                         8
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    (Continued)
  
       Company  Office  expenses in the aggregate  increased 44% or $6,644,000 for
  the quarter ended June 30, 1995 and 43% or $12,838,000  for the six months ended
  June 30,  1995 over the  corresponding  periods in 1994.  Costs  incurred by the
  Company's newly acquired  Affiliates  accounted for approximately 17% and 19% of
  these   increases  for  the  second  quarter  and  first  six  months  in  1995,
  respectively.  The remaining  increases are due to certain duplicate  facilities
  and  administration  from  the  acquisition  of JBA as well as  general  expense
  increases from existing Company Offices related to the revenue growth during the
  respective  periods.  Aggregate  Company  Office  margins  were 21% for both the
  quarter  and  six  months  ended  June  30,  1995,   slightly   lower  than  the
  corresponding  periods'  22% in 1994.  The Company is seeking to improve  Office
  margins through further economies of scale as the recent  acquisitions  continue
  to be integrated.
  
       General  sales,  consulting  and  administration  expense  increased 32% or
  $868,000 for the quarter and 27% or $1,525,000 for the six months ended June 30,
  1995 over the corresponding  periods in 1994. These increases were primarily due
  to investments  made in the  development of the Company's  consulting  services,
  increases  in  amortization  relating  to  recent  acquisitions  and  additional
  reserves for duplicate  Company  Office  closures  primarily  related to the JBA
  acquisition.  Despite these increases,  the total expenses in this category as a
  percentage of revenue  remained at 13% for both the quarter and six months ended
  June 30, 1995 as compared to 13% and 14%,  respectively,  for the  corresponding
  periods in 1994.
  
       Income  before income taxes  increased  26% to  $3,108,000  for the quarter
  ended June 30, 1995 from  $2,472,000 for the  corresponding  quarter in 1994 and
  21% to $5,957,000 for the first six months in 1995 from  $4,919,000 for the same
  period in 1994.  This increase  resulted  principally  from the  combination  of
  greater  Company  Office revenue and reduced  operating  losses in the Company's
  European   operations.   The  reduced  European  operating  losses  reflect  the
  acquisition of LM&P effective April 1, 1995.
  
       The Company's  effective tax rate was approximately 40% for the quarter and
  six months  ended June 30, 1995  compared  to 43% and 44% for the  corresponding
  periods in 1994.  This reduction  resulted from reduced taxes at the state level
  and the  reduced  impact on the  effective  tax rate of  nondeductible  expenses
  primarily associated with prior acquisitions.
  
           Capital Resources and Liquidity
  
       The Company's cash and cash equivalents  decreased to $4,420,000 during the
  six months ended June 30, 1995,  from  $9,156,000 as of December 31, 1994.  This
  decrease  resulted  principally  from cash  utilized by  operations of $524,000,
  purchases  of  property  and  equipment  of  $1,386,000,  net cash  paid for the
  acquisitions of the Company's former Cupertino, California Affiliate and LM&P of
  $2,051,000  and  payment of  long-term  debt and other  obligations  aggregating
  $985,000, which were in excess of proceeds from stock issuances of $161,000. The
  total net cash utilized by operations  increased by $2,154,000 for the first six
  months of 1995 over the corresponding  period in 1994. This was primarily due to
  the payment of greater 1994 incentive  compensation in 1995 over the amount paid
  in 1994 and an increase  in accounts  receivable  resulting  from the  increased
  revenue over the period as well as a lengthening in the average days outstanding
  for accounts receivable. The Company has been making
  
                                         9
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    (Continued)
  
  aggressive  efforts to improve its  collections  and  anticipates it can reverse
  this trend over the course of the second half of the year.
  
       Historically,   ongoing  cash   requirements  have  been  provided  through
  operations.  As discussed,  in August 1995 the Company  received a commitment to
  increase its total borrowing  capacity  $10,000,000  through a committed  credit
  line with its primary bank. During the first quarter in 1995, in connection with
  the acquisition of the Cupertino,  California  Affiliate,  the Company  borrowed
  $1,500,000  from this  credit  line at the  floating  rate of the bank which was
  subsequently  repaid in full during the second  quarter.  Also during the second
  quarter,  in  connection  with the  acquisition  of LM&P,  the Company  borrowed
  6,500,000 French francs (approximately $1,300,000) under the same credit line at
  the LIBOR rate plus 1.25%. This amount remains  outstanding as of June 30, 1995.
  As the Company continues its expansion through acquisitions, there may be a need
  for  additional  financing to consummate  certain  transactions.  Should this be
  necessary,  the Company  anticipates cash and working capital will be sufficient
  to service the debt and to maintain Company operations.
  
       The key factor in the Company's  liquidity is the operating  results of the
  Company  Offices.  The operating margin increased during the quarter to 21% from
  20% in the  first  quarter  1995.  The  Company  will  continue  to seek  margin
  improvement  through further economies of scale from its recent acquisitions and
  through greater efficiencies and cost reductions.
  
       The  Company  will  continue to consider  expansion  opportunities  as they
  arise,  although the economics and other circumstances  justifying the expansion
  will be key factors in  determining  the amount of  resources  the Company  will
  devote to further expansion.
  
                                         10
  PART II - OTHER INFORMATION
  
   Items 1, 2, 3, 4 and 5 were not applicable in the period ended June 30, 1995
  
   Item 6.   Exhibits and Reports on Form 8-K
  
              a.    Exhibits:
  
                    10.55 - Purchase  agreement between Right Associates  (France)
                            and BDDP and Mr. Jean Liebaut,  Mr.  Francois  Prieur,
                            Mr. Claude Maubras,  Mr. Jean- Pierre Leclercq and Mr.
                            Claude Vieules, dated June 13, 1995.
  
                    11    - Consolidated Earnings per Share Calculation
  
              b.    No reports on Form 8-K were filed  during the period for which
                    this Report is filed.
  
                    SIGNATURES
  
                    Pursuant to the requirements of the Securities Exchange Act of
                    1934,  the Registrant has duly caused this Report to be signed
                    on its behalf by the undersigned, thereunto duly authorized.
  
                    RIGHT MANAGEMENT CONSULTANTS, INC.
  
                    BY:/s/ Richard J. Pinola                     August 11, 1995
                    Richard J. Pinola                                  Date
                    Chairman and Chief Executive Officer
  
                    BY:/s/ G. Lee Bohs                           August 11, 1995
                    G. Lee Bohs                                        Date
                    Chief Financial Officer
  
                                         11