content: FORM 10-Q
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
  (X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
  
           For the quarterly period ended     March 31, 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 April 30, 1995:
  
        Common Stock, $0.01 par value                    2,639,093
                 Class                                Number of Shares
  
  
  <PAGE>2
  
                         Right Management Consultants, Inc.
                            Consolidated Balance Sheets
  
  <TABLE>
  <CAPTION>
                                                                        March 31,           December 31,
                                                                          1995                 1994
                                                                      (Unaudited)
  <S>                                                          <C>                  <C>
                                       Assets
  
       Current Assets:
         Cash and cash equivalents                                $    2,577,904      $       9,155,835
         Accounts receivable, trade, net of allowance for
           doubtful accounts of $964,000 and $651,000 in
           1995 and 1994, respectively                                20,091,616             14,282,604
         Royalties and fees receivable from Affiliates                 3,059,408              3,118,796
         Current portion of note receivable                              293,333                285,635
         Prepaid expenses                                              1,265,795                978,727
         Current deferred income taxes                                   630,000                621,000
                                                                      ----------             ----------
              Total current assets                                    27,918,056             28,442,597
  
       Property and equipment, less accumulated 
         depreciation of $7,631,971 in 1995 and 
         $6,977,188 in 1994                                            7,097,423              6,693,861
  
       Other Assets:
         Intangible assets, less accumulated amortization 
           of $5,253,049 in 1995 and $4,790,230 in 1994               16,115,079             11,888,139
         Non-current deferred income taxes                               795,121                394,000
         Non-current portion of note receivable                          332,234                435,067
         Other                                                         1,108,478              1,115,247
                                                                      ----------             ----------
                                                                      18,350,912             13,832,453
                                                                      ----------             ----------
              Total Assets                                           $53,366,391            $48,968,911
                                                                     ===========            ===========
  
                        Liabilities and Stockholders' Equity
  
       Current Liabilities:
         Current portion of long-term debt and other 
           obligations                                            $    4,502,691      $       2,086,357
         Accounts payable                                              4,369,479              3,354,159
         Commissions payable                                           2,717,810              2,327,706
         Accrued incentive compensation and benefits                   1,204,275              5,521,178
         Accrued redundant costs                                         834,668                976,779
         Other accrued expenses                                        1,309,374              1,779,934
         Deferred income                                               4,450,545              2,331,230
         Accrued income taxes                                            808,282                182,348
                                                                      ----------             ----------
              Total current liabilities                               20,197,124             18,559,691
  
       Long-term debt and other obligations                            5,424,401              4,707,075
  
       Deferred compensation                                           1,420,754              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;  2,899,379 shares issued and 
           2,646,427 shares outstanding in 1995;
           2,891,971 shares issued and 2,639,019 shares 
           outstanding in 1994;                                           28,994                 28,920
         Additional paid-in capital                                    6,616,370              6,544,547
         Retained earnings                                            20,550,557             18,829,744
         Cumulative translation adjustment                              (354,682)              (480,714)
                                                                      ----------             ----------
                                                                      26,841,239             24,922,497
         Less treasury stock, at cost, 252,952 shares                   (517,127)              (517,127)
                                                                      ----------             ----------
                                                                      26,324,112             24,405,370
                                                                      ----------             ----------
              Total Liabilities and Stockholders' Equity             $53,366,391            $48,968,911
                                                                     ===========            ===========
  </TABLE>
  
                                                           
  The  accompanying  notes are an integral  part of these  consolidated  financial
  statements.
  
  
  
  <PAGE>3
  
                         Right Management Consultants, Inc.
                         Consolidated Statements of Income
  
  <TABLE>
  <CAPTION>
                                                                              Three months ended
                                                                                   March 31,
                                                                         1995                  1994
                                                                     (Unaudited)           (Unaudited)
  <S>                                                               <C>                <C>
        Revenue:
  
        Company Office revenue                                        $26,279,256           $18,877,250
        Affiliate royalties                                             1,124,797             1,185,753
                                                                      -----------           -----------
  
        Total revenue                                                  27,404,053            20,063,003
        
        Costs and expenses:
         
        Consultants' compensation                                       9,490,308             6,787,422
        Company Office sales and consulting support                     2,085,443             1,480,829
        Company Office administration                                   9,393,377             6,507,169
        General sales, consulting and administration                    3,488,845             2,832,474
                                                                      -----------           -----------
  
                                                                       24,457,973            17,607,894
                                                                      -----------           -----------
  
        Income from operations                                          2,946,080             2,455,109
  
        Other income (expense):
  
        Interest income                                                    97,593                73,151
        Interest expense                                                 (194,845)              (81,061)
                                                                      -----------           -----------
                                                                          (97,252)               (7,910)
                                                                      -----------           -----------
  
        Income before income taxes                                      2,848,828             2,447,199 
  
        Provision for income taxes                                      1,127,000             1,127,000
                                                                      -----------           -----------
  
        Net income                                                     $1,721,828            $1,320,199
                                                                       ==========            ==========
  
        Earnings per share:     
                                                                                         
        Net income                                                          $0.63                 $0.49
                                                                       ==========            ==========
  
        Weighted average number of shares outstanding                   2,732,069             2,715,042
                                                                       ==========            ==========
  </TABLE>
  
  
  The  accompanying  notes are an integral  part of these  consolidated  financial
  statements.
  
  
  <PAGE>4
  
  
                         Right Management Consultants, Inc.
                       Consolidated Statements of Cash Flows
  
  <TABLE>
  <CAPTION>
                                                                                 Three months ended
                                                                                      March 31,
                                                                          1995                     1994
                                                                      (Unaudited)              (Unaudited)
  <S>                                                              <C>                        <C> 
     Operations:
       Net income                                                      $1,721,828               $1,320,199
       Adjustments to reconcile net income to net cash
        utilized by operating activities:
           Depreciation and amortization                                1,037,349                  677,222
           Deferred taxes                                                (410,000)                 (70,000)
           Other non-cash charges                                         146,591                  (21,939)
           Revenue recognized for assumption of incomplete 
            contracts                                                    (171,544)                 (41,146)
           Provision for doubtful accounts                                175,000                   75,000
           Changes in operating accounts:
             Accounts receivable, trade and from Affiliates            (5,827,549)                 722,062
             Prepaid expenses and other assets                           (373,994)                (515,204)
             Accounts payable and accrued expenses                     (3,113,207)              (2,594,210)
             Commissions payable                                          357,185                 (492,132)
             Deferred income                                            2,088,636                  605,814
                                                                       ----------               ----------
  
       Net cash utilized by operating activities                       (4,369,705)                (334,334)
  
     Investing Activities:
       Purchase of property and equipment                                (667,094)                (407,028)
       Net cash paid for acquisitions                                  (1,108,121)                (268,110)
                                                                       ----------               ----------
  
       Net cash utilized by investing activities                       (1,775,215)                (675,138)
  
     Financing Activities:
       Payment of long-term debt and other obligations                   (562,205)                (640,811)
       Proceeds from stock issuances                                       71,797                  286,745
                                                                       ----------               ----------
  
       Net cash utilized by financing activities                         (490,408)                (354,066)
  
     Effect of exchange rate changes on cash and
      cash equivalents                                                     57,397                   10,848
                                                                       ----------               ----------
  
     Decrease in cash and cash equivalents                             (6,577,931)              (1,352,690)
  
     Cash and cash equivalents, beginning of period                     9,155,835                8,638,758
                                                                        =========                =========
  
     Cash and cash equivalents, end of period                          $2,577,904               $7,286,068
                                                                       ==========               ==========
  
  
  
     Supplemental Disclosures of Cash Flow Information
       Cash paid for:
  
          Interest                                                       $108,147                  $40,171
                                                                       ==========               ==========
       
          Income taxes                                                   $809,240                 $978,734
                                                                       ==========               ==========
  </TABLE>
  
  
  The  accompanying  notes are an integral  part of these  consolidated  financial
  statements.
  
  
  
  <PAGE>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 three months ended
  March  31,  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  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  January 1, 1995,  the  Company  acquired  the assets of a former
  Affiliate of the Company, located in Cupertino, California. This transaction has
  been accounted for using the purchase  method.  The aggregate  purchase price of
  the  acquisition  of $4.7  million  included  $4.6  million  in  goodwill.  This
  acquisition  was made for a  combination  of cash and non-cash  items.  Non-cash
  items  included the  assumption  of  incomplete  outplacement  contracts and the
  present  value of  future  defined  incentives.  The  assumption  of  incomplete
  outplacement  contracts  resulted in revenue in 1995 of approximately  $170,000.
  The future defined  incentives  are  contingent on the operating  results of the
  region  where the  acquired  entity is  operating.  The  present  value of these
  determinable  contingent payments aggregated $2.1 million and has been accounted
  for as part of the purchase price.  The estimated  amounts for these  incentives
  are  included in long-term  debt and other  obligations  at March 31, 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.
  
  
  <PAGE>6
  
  NOTE C - GEOGRAPHIC SEGMENTS
  
           Summarized  operations  of  each  of  the  Company's  segments  in  the
  aggregate as of March 31, 1995 and 1994 and for the three months ended March 31,
  1995 and 1994 are as follows:
  
  <TABLE>
  <CAPTION>
           1995                                   US               Canada            Europe                     Total
  <S>                                      <C>              <C>               <C>                       <C>
           Identifiable assets                $ 48,352,000      $1,926,000        $3,088,000                $53,366,000
                                              ============      ==========        ==========                ===========
  
           Revenue                            $ 24,541,000      $1,451,000        $1,412,000                $27,404,000
                                              ============      ==========        ==========                ===========
  
           Operating income (loss)            $  2,747,000      $  261,000        $  (62,000)               $ 2,946,000
                                              ============      ==========        ==========                ===========
  
           Depreciation and
              amortization                    $    944,000      $   47,000        $   46,000                $ 1,037,000
                                              ============      ==========        ==========                ===========
  
           Capital expenditures               $    598,000      $   29,000        $   40,000                $   667,000
                                              ============      ==========        ==========                ===========
  
           1994                                   US               Canada            Europe                      Total
  
  
           Identifiable assets                $ 30,537,000      $1,564,000        $2,912,000                $35,013,000
                                              ============      ==========        ==========                ===========
  
           Revenue                            $ 16,963,000      $1,606,000        $1,494,000                $20,063,000
                                              ============      ==========        ==========                ===========
  
           Operating income (loss)            $  2,203,000      $  403,000        $ (151,000)               $ 2,455,000
                                              ============      ==========        ==========                ===========
  
           Depreciation and
              amortization                    $    576,000      $   44,000        $   57,000                $   677,000
                                              ============      ==========        ==========                ===========
  
           Capital expenditures               $    375,000      $   15,000        $   17,000                $   407,000
                                              ============      ==========        ==========                ===========
  </TABLE>
  
  
  
  
  
           NOTE D -  STOCKHOLDERS' EQUITY
  
           Stock  options  for the three  month  period  ended  March 31, 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                          (2,000)
           Exercised during the period                                    (7,408)
                                                                         -------
           Outstanding at March 31, 1995                                 490,292
                                                                         =======
  
  
  <PAGE>7
  
  
  PART I - ITEM 2                    
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
           Results of Operations
  
           Three months ended March 31, 1995 vs. Three months ended March 31, 1994
  
       Revenue  generated by Company  Offices  during the quarter  ended March 31,
  1995  increased  39% or  $7,402,000,  over the  corresponding  quarter  in 1994.
  Revenue on a same Office basis increased  approximately  15%. This 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 operate five offices,
  and Jannotta,  Bray and Associates ("JBA"), all of which were acquired since the
  first quarter of 1994. The acquisitions of the two former  Affiliates  accounted
  for approximately 24% of the revenue increase.
  
       Affiliate royalties decreased 5% or $61,000, in 1995 over the corresponding
  quarter in 1994.  This was  primarily  due to the  acquisitions  of five  former
  Affiliate  offices as discussed  above.  Affiliate  royalties from these offices
  represented  approximately  13% of the total  Affiliate  royalties for the three
  months ended March 31, 1994.  Revenue from these offices is reflected as Company
  revenue  subsequent to their  respective  acquisitions.  On a same office basis,
  Affiliate  offices  grew  approximately  9% over the prior year.  This  resulted
  primarily from increased market  penetration across the aggregate U.S. Affiliate
  Offices offset by reduced royalties from Europe.
  
       Company Office expenses in the aggregate increased 42% or $6,194,000 in the
  first quarter 1995,  compared to the same period in 1994.  Costs incurred by the
  Company's  newly acquired  Affiliates  accounted for  approximately  22% of this
  increase.  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 quarter.
  The Company's  aggregate  Company Office margins were  approximately 20% and 22%
  for the first quarter of 1995 and 1994, respectively.  The Company is seeking to
  improve the margins through further economies of scale from the acquisition.
  
       General sales,  consulting and administration expense reflected an increase
  of approximately  $657,000 or 23% in the first quarter in 1995,  compared to the
  same period in 1994. This increase was primarily due to investments  made in the
  development  of the  Company's  consulting  services,  increases in interest and
  amortization  relating  to  recent  acquisitions  and  additional  reserves  for
  duplicate Company Office closures related to the JBA acquisition.  Despite these
  increases,  the total  expenses in this category as a percentage of revenue have
  decreased to 13% in the first  quarter of 1995 from 14% in the first  quarter of
  1994.
  
       In the first quarter in 1995,  income before income taxes  increased 16% to
  $2,849,000 from $2,447,000 for the corresponding  quarter in 1994. This increase
  resulted  principally from the combination of greater Company Office revenue and
  reduced operating losses in the Company's European operations.
  
  
  <PAGE>8
  
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    (Continued)
  
       The Company's effective tax rate was approximately 40% in the first quarter
  in 1995 versus 46% in the first  quarter in 1994.  This decrease was a result of
  the Company's reduction in the effect of nondeductible expenses on the effective
  tax rate and foreign taxes and reduced state taxes.
  
          Capital Resources and Liquidity
  
       The Company's cash and cash equivalents  decreased to $2,578,000 during the
  three months ended March 31, 1995, from $9,156,000 as of December 31, 1994. This
  decrease  resulted  principally  from cash utilized by operations of $4,370,000,
  purchases  of  property  and  equipment  of  $667,000,  net  cash  paid  for the
  acquisition  of  the  assets  of  the  Company's  former  Cupertino,  California
  Affiliate  of  $1,108,000  and payment of long-term  debt and other  obligations
  aggregating  $562,000,  which were in excess of proceeds from stock issuances of
  $72,000.  The total net cash utilized by operations increased by $4,036,000 over
  the first quarter of 1994. This was primarily due to the payment of greater 1994
  incentive  compensation in 1995 and an increase in accounts receivable resulting
  from increased revenue and an increase in the average days of sales outstanding.
  
       Historically,   ongoing  cash   requirements  have  been  provided  through
  operations. The Company's total borrowing capacity aggregates $6,000,000 through
  a committed  credit line with a bank. In connection  with the acquisition of the
  Cupertino,  California  Affiliate,  the Company  borrowed $1.5 million from this
  credit line at the floating  primary rate of the bank.  The Company  anticipates
  cash and working  capital will be  sufficient  to service this debt and maintain
  Company operations at current levels for the foreseeable future.
  
       The key factor in the Company's  liquidity is the operating  results of the
  Company  Offices.  Substantial  efforts have been made to integrate JBA into the
  Company's  existing  operations.  In order to improve our operating margin,  the
  Company is seeking to realize the benefits from  economies of scale  relating to
  this acquisition.
  
       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.
  
  
  <PAGE>9
  
  PART II - OTHER INFORMATION
  
       Items 1, 2, 3 and Item 5 were not  applicable in the period ended March 31,
  1995
  
  
            Item 4.       Submission of Matters to a Vote of Security Holders
                          The Company held its annual meeting of  shareholders  on
                          May 4,  1995.  At the  meeting,  all  nominees  for  the
                          election of directors, being Frank P. Louchheim, Richard
                          J.  Pinola,  Joseph T. Smith,  Larry A. Evans,  Nancy N.
                          Geffner,  Robert M. Tomasko,  Joseph E.  Jannotta,  Jr.,
                          John R. Bourbeau,  Raymond B. Langton, Catherine Selleck
                          and  Rebecca  Maddox  were  elected  as  directors.  The
                          amendment   and   renaming   of  the  Right   Management
                          Consultants,  Inc. 1993 Stock Option Plan,  the adoption
                          of the Directors' Stock Option Plan and the ratification
                          of the  selection  by the Board of  Directors  of Arthur
                          Andersen  LLP  as  the  Company's   independent   public
                          accountants   for  the  current  fiscal  year  were  all
                          approved.
  
             Item 6.      Exhibits and Reports on Form 8-K
  
             a.           Exhibits:
  
                          10.54 -  Purchase  agreement  between  Right  Management
                          Consultants,  Inc. and Worth Associates, Inc. and Robert
                          A. Fish, dated February 15, 1995
  
                          11 - Consolidated Earnings per Share Calculation
  
             b.           The  Company  filed a Form 8-K on March  3,  1995  which
                          included the following items:
  
                          Item 4. Description of the acquisition by the Company of
                                  its Cupertino,  California Affiliate,  effective
                                  January 1, 1995
  
                          Item 7(c).  Press release dated March 2, 1995
  
  
  <PAGE>10
  
       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/ Joseph T. Smith            May 12, 1995
           -----------------------------------------------------------
               Joseph T. Smith            Date
               President and Chief 
               Operating Officer
  
  
       BY: /s/ G. Lee Bohs                May 12, 1995
           --------------------------------------------------------------
               G. Lee Bohs, 
               Chief Financial Officer    Date
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text: FORM 10-Q
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  (X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
  
           For the quarterly period ended     March 31, 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 April 30, 1995:
  
        Common Stock, $0.01 par value                    2,639,093
                 Class                                Number of Shares
  2
  
                         Right Management Consultants, Inc.
                            Consolidated Balance Sheets
  March 31,           December 31,
                                                                          1995                 1994
                                                                      (Unaudited)
  Assets
  
       Current Assets:
         Cash and cash equivalents                                $    2,577,904      $       9,155,835
         Accounts receivable, trade, net of allowance for
           doubtful accounts of $964,000 and $651,000 in
           1995 and 1994, respectively                                20,091,616             14,282,604
         Royalties and fees receivable from Affiliates                 3,059,408              3,118,796
         Current portion of note receivable                              293,333                285,635
         Prepaid expenses                                              1,265,795                978,727
         Current deferred income taxes                                   630,000                621,000
                                                                      ----------             ----------
              Total current assets                                    27,918,056             28,442,597
  
       Property and equipment, less accumulated 
         depreciation of $7,631,971 in 1995 and 
         $6,977,188 in 1994                                            7,097,423              6,693,861
  
       Other Assets:
         Intangible assets, less accumulated amortization 
           of $5,253,049 in 1995 and $4,790,230 in 1994               16,115,079             11,888,139
         Non-current deferred income taxes                               795,121                394,000
         Non-current portion of note receivable                          332,234                435,067
         Other                                                         1,108,478              1,115,247
                                                                      ----------             ----------
                                                                      18,350,912             13,832,453
                                                                      ----------             ----------
              Total Assets                                           $53,366,391            $48,968,911
                                                                     ===========            ===========
  
                        Liabilities and Stockholders' Equity
  
       Current Liabilities:
         Current portion of long-term debt and other 
           obligations                                            $    4,502,691      $       2,086,357
         Accounts payable                                              4,369,479              3,354,159
         Commissions payable                                           2,717,810              2,327,706
         Accrued incentive compensation and benefits                   1,204,275              5,521,178
         Accrued redundant costs                                         834,668                976,779
         Other accrued expenses                                        1,309,374              1,779,934
         Deferred income                                               4,450,545              2,331,230
         Accrued income taxes                                            808,282                182,348
                                                                      ----------             ----------
              Total current liabilities                               20,197,124             18,559,691
  
       Long-term debt and other obligations                            5,424,401              4,707,075
  
       Deferred compensation                                           1,420,754              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;  2,899,379 shares issued and 
           2,646,427 shares outstanding in 1995;
           2,891,971 shares issued and 2,639,019 shares 
           outstanding in 1994;                                           28,994                 28,920
         Additional paid-in capital                                    6,616,370              6,544,547
         Retained earnings                                            20,550,557             18,829,744
         Cumulative translation adjustment                              (354,682)              (480,714)
                                                                      ----------             ----------
                                                                      26,841,239             24,922,497
         Less treasury stock, at cost, 252,952 shares                   (517,127)              (517,127)
                                                                      ----------             ----------
                                                                      26,324,112             24,405,370
                                                                      ----------             ----------
              Total Liabilities and Stockholders' Equity             $53,366,391            $48,968,911
                                                                     ===========            ===========
  The  accompanying  notes are an integral  part of these  consolidated  financial
  statements.
  3
  
                         Right Management Consultants, Inc.
                         Consolidated Statements of Income
  Three months ended
                                                                                   March 31,
                                                                         1995                  1994
                                                                     (Unaudited)           (Unaudited)
  Revenue:
  
        Company Office revenue                                        $26,279,256           $18,877,250
        Affiliate royalties                                             1,124,797             1,185,753
                                                                      -----------           -----------
  
        Total revenue                                                  27,404,053            20,063,003
        
        Costs and expenses:
         
        Consultants' compensation                                       9,490,308             6,787,422
        Company Office sales and consulting support                     2,085,443             1,480,829
        Company Office administration                                   9,393,377             6,507,169
        General sales, consulting and administration                    3,488,845             2,832,474
                                                                      -----------           -----------
  
                                                                       24,457,973            17,607,894
                                                                      -----------           -----------
  
        Income from operations                                          2,946,080             2,455,109
  
        Other income (expense):
  
        Interest income                                                    97,593                73,151
        Interest expense                                                 (194,845)              (81,061)
                                                                      -----------           -----------
                                                                          (97,252)               (7,910)
                                                                      -----------           -----------
  
        Income before income taxes                                      2,848,828             2,447,199 
  
        Provision for income taxes                                      1,127,000             1,127,000
                                                                      -----------           -----------
  
        Net income                                                     $1,721,828            $1,320,199
                                                                       ==========            ==========
  
        Earnings per share:     
                                                                                         
        Net income                                                          $0.63                 $0.49
                                                                       ==========            ==========
  
        Weighted average number of shares outstanding                   2,732,069             2,715,042
                                                                       ==========            ==========
  The  accompanying  notes are an integral  part of these  consolidated  financial
  statements.
  4
  
                         Right Management Consultants, Inc.
                       Consolidated Statements of Cash Flows
  Three months ended
                                                                                      March 31,
                                                                          1995                     1994
                                                                      (Unaudited)              (Unaudited)
  Operations:
       Net income                                                      $1,721,828               $1,320,199
       Adjustments to reconcile net income to net cash
        utilized by operating activities:
           Depreciation and amortization                                1,037,349                  677,222
           Deferred taxes                                                (410,000)                 (70,000)
           Other non-cash charges                                         146,591                  (21,939)
           Revenue recognized for assumption of incomplete 
            contracts                                                    (171,544)                 (41,146)
           Provision for doubtful accounts                                175,000                   75,000
           Changes in operating accounts:
             Accounts receivable, trade and from Affiliates            (5,827,549)                 722,062
             Prepaid expenses and other assets                           (373,994)                (515,204)
             Accounts payable and accrued expenses                     (3,113,207)              (2,594,210)
             Commissions payable                                          357,185                 (492,132)
             Deferred income                                            2,088,636                  605,814
                                                                       ----------               ----------
  
       Net cash utilized by operating activities                       (4,369,705)                (334,334)
  
     Investing Activities:
       Purchase of property and equipment                                (667,094)                (407,028)
       Net cash paid for acquisitions                                  (1,108,121)                (268,110)
                                                                       ----------               ----------
  
       Net cash utilized by investing activities                       (1,775,215)                (675,138)
  
     Financing Activities:
       Payment of long-term debt and other obligations                   (562,205)                (640,811)
       Proceeds from stock issuances                                       71,797                  286,745
                                                                       ----------               ----------
  
       Net cash utilized by financing activities                         (490,408)                (354,066)
  
     Effect of exchange rate changes on cash and
      cash equivalents                                                     57,397                   10,848
                                                                       ----------               ----------
  
     Decrease in cash and cash equivalents                             (6,577,931)              (1,352,690)
  
     Cash and cash equivalents, beginning of period                     9,155,835                8,638,758
                                                                        =========                =========
  
     Cash and cash equivalents, end of period                          $2,577,904               $7,286,068
                                                                       ==========               ==========
  
     Supplemental Disclosures of Cash Flow Information
       Cash paid for:
  
          Interest                                                       $108,147                  $40,171
                                                                       ==========               ==========
       
          Income taxes                                                   $809,240                 $978,734
                                                                       ==========               ==========
  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 three months ended
  March  31,  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  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  January 1, 1995,  the  Company  acquired  the assets of a former
  Affiliate of the Company, located in Cupertino, California. This transaction has
  been accounted for using the purchase  method.  The aggregate  purchase price of
  the  acquisition  of $4.7  million  included  $4.6  million  in  goodwill.  This
  acquisition  was made for a  combination  of cash and non-cash  items.  Non-cash
  items  included the  assumption  of  incomplete  outplacement  contracts and the
  present  value of  future  defined  incentives.  The  assumption  of  incomplete
  outplacement  contracts  resulted in revenue in 1995 of approximately  $170,000.
  The future defined  incentives  are  contingent on the operating  results of the
  region  where the  acquired  entity is  operating.  The  present  value of these
  determinable  contingent payments aggregated $2.1 million and has been accounted
  for as part of the purchase price.  The estimated  amounts for these  incentives
  are  included in long-term  debt and other  obligations  at March 31, 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.
  6
  
  NOTE C - GEOGRAPHIC SEGMENTS
  
           Summarized  operations  of  each  of  the  Company's  segments  in  the
  aggregate as of March 31, 1995 and 1994 and for the three months ended March 31,
  1995 and 1994 are as follows:
  1995                                   US               Canada            Europe                     Total
  Identifiable assets                $ 48,352,000      $1,926,000        $3,088,000                $53,366,000
                                              ============      ==========        ==========                ===========
  
           Revenue                            $ 24,541,000      $1,451,000        $1,412,000                $27,404,000
                                              ============      ==========        ==========                ===========
  
           Operating income (loss)            $  2,747,000      $  261,000        $  (62,000)               $ 2,946,000
                                              ============      ==========        ==========                ===========
  
           Depreciation and
              amortization                    $    944,000      $   47,000        $   46,000                $ 1,037,000
                                              ============      ==========        ==========                ===========
  
           Capital expenditures               $    598,000      $   29,000        $   40,000                $   667,000
                                              ============      ==========        ==========                ===========
  
           1994                                   US               Canada            Europe                      Total
  
           Identifiable assets                $ 30,537,000      $1,564,000        $2,912,000                $35,013,000
                                              ============      ==========        ==========                ===========
  
           Revenue                            $ 16,963,000      $1,606,000        $1,494,000                $20,063,000
                                              ============      ==========        ==========                ===========
  
           Operating income (loss)            $  2,203,000      $  403,000        $ (151,000)               $ 2,455,000
                                              ============      ==========        ==========                ===========
  
           Depreciation and
              amortization                    $    576,000      $   44,000        $   57,000                $   677,000
                                              ============      ==========        ==========                ===========
  
           Capital expenditures               $    375,000      $   15,000        $   17,000                $   407,000
                                              ============      ==========        ==========                ===========
  NOTE D -  STOCKHOLDERS' EQUITY
  
           Stock  options  for the three  month  period  ended  March 31, 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                          (2,000)
           Exercised during the period                                    (7,408)
                                                                         -------
           Outstanding at March 31, 1995                                 490,292
                                                                         =======
  7
  
  PART I - ITEM 2                    
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
           Results of Operations
  
           Three months ended March 31, 1995 vs. Three months ended March 31, 1994
  
       Revenue  generated by Company  Offices  during the quarter  ended March 31,
  1995  increased  39% or  $7,402,000,  over the  corresponding  quarter  in 1994.
  Revenue on a same Office basis increased  approximately  15%. This 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 operate five offices,
  and Jannotta,  Bray and Associates ("JBA"), all of which were acquired since the
  first quarter of 1994. The acquisitions of the two former  Affiliates  accounted
  for approximately 24% of the revenue increase.
  
       Affiliate royalties decreased 5% or $61,000, in 1995 over the corresponding
  quarter in 1994.  This was  primarily  due to the  acquisitions  of five  former
  Affiliate  offices as discussed  above.  Affiliate  royalties from these offices
  represented  approximately  13% of the total  Affiliate  royalties for the three
  months ended March 31, 1994.  Revenue from these offices is reflected as Company
  revenue  subsequent to their  respective  acquisitions.  On a same office basis,
  Affiliate  offices  grew  approximately  9% over the prior year.  This  resulted
  primarily from increased market  penetration across the aggregate U.S. Affiliate
  Offices offset by reduced royalties from Europe.
  
       Company Office expenses in the aggregate increased 42% or $6,194,000 in the
  first quarter 1995,  compared to the same period in 1994.  Costs incurred by the
  Company's  newly acquired  Affiliates  accounted for  approximately  22% of this
  increase.  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 quarter.
  The Company's  aggregate  Company Office margins were  approximately 20% and 22%
  for the first quarter of 1995 and 1994, respectively.  The Company is seeking to
  improve the margins through further economies of scale from the acquisition.
  
       General sales,  consulting and administration expense reflected an increase
  of approximately  $657,000 or 23% in the first quarter in 1995,  compared to the
  same period in 1994. This increase was primarily due to investments  made in the
  development  of the  Company's  consulting  services,  increases in interest and
  amortization  relating  to  recent  acquisitions  and  additional  reserves  for
  duplicate Company Office closures related to the JBA acquisition.  Despite these
  increases,  the total  expenses in this category as a percentage of revenue have
  decreased to 13% in the first  quarter of 1995 from 14% in the first  quarter of
  1994.
  
       In the first quarter in 1995,  income before income taxes  increased 16% to
  $2,849,000 from $2,447,000 for the corresponding  quarter in 1994. This increase
  resulted  principally from the combination of greater Company Office revenue and
  reduced operating losses in the Company's European operations.
  8
  
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    (Continued)
  
       The Company's effective tax rate was approximately 40% in the first quarter
  in 1995 versus 46% in the first  quarter in 1994.  This decrease was a result of
  the Company's reduction in the effect of nondeductible expenses on the effective
  tax rate and foreign taxes and reduced state taxes.
  
          Capital Resources and Liquidity
  
       The Company's cash and cash equivalents  decreased to $2,578,000 during the
  three months ended March 31, 1995, from $9,156,000 as of December 31, 1994. This
  decrease  resulted  principally  from cash utilized by operations of $4,370,000,
  purchases  of  property  and  equipment  of  $667,000,  net  cash  paid  for the
  acquisition  of  the  assets  of  the  Company's  former  Cupertino,  California
  Affiliate  of  $1,108,000  and payment of long-term  debt and other  obligations
  aggregating  $562,000,  which were in excess of proceeds from stock issuances of
  $72,000.  The total net cash utilized by operations increased by $4,036,000 over
  the first quarter of 1994. This was primarily due to the payment of greater 1994
  incentive  compensation in 1995 and an increase in accounts receivable resulting
  from increased revenue and an increase in the average days of sales outstanding.
  
       Historically,   ongoing  cash   requirements  have  been  provided  through
  operations. The Company's total borrowing capacity aggregates $6,000,000 through
  a committed  credit line with a bank. In connection  with the acquisition of the
  Cupertino,  California  Affiliate,  the Company  borrowed $1.5 million from this
  credit line at the floating  primary rate of the bank.  The Company  anticipates
  cash and working  capital will be  sufficient  to service this debt and maintain
  Company operations at current levels for the foreseeable future.
  
       The key factor in the Company's  liquidity is the operating  results of the
  Company  Offices.  Substantial  efforts have been made to integrate JBA into the
  Company's  existing  operations.  In order to improve our operating margin,  the
  Company is seeking to realize the benefits from  economies of scale  relating to
  this acquisition.
  
       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.
  9
  
  PART II - OTHER INFORMATION
  
       Items 1, 2, 3 and Item 5 were not  applicable in the period ended March 31,
  1995
  
            Item 4.       Submission of Matters to a Vote of Security Holders
                          The Company held its annual meeting of  shareholders  on
                          May 4,  1995.  At the  meeting,  all  nominees  for  the
                          election of directors, being Frank P. Louchheim, Richard
                          J.  Pinola,  Joseph T. Smith,  Larry A. Evans,  Nancy N.
                          Geffner,  Robert M. Tomasko,  Joseph E.  Jannotta,  Jr.,
                          John R. Bourbeau,  Raymond B. Langton, Catherine Selleck
                          and  Rebecca  Maddox  were  elected  as  directors.  The
                          amendment   and   renaming   of  the  Right   Management
                          Consultants,  Inc. 1993 Stock Option Plan,  the adoption
                          of the Directors' Stock Option Plan and the ratification
                          of the  selection  by the Board of  Directors  of Arthur
                          Andersen  LLP  as  the  Company's   independent   public
                          accountants   for  the  current  fiscal  year  were  all
                          approved.
  
             Item 6.      Exhibits and Reports on Form 8-K
  
             a.           Exhibits:
  
                          10.54 -  Purchase  agreement  between  Right  Management
                          Consultants,  Inc. and Worth Associates, Inc. and Robert
                          A. Fish, dated February 15, 1995
  
                          11 - Consolidated Earnings per Share Calculation
  
             b.           The  Company  filed a Form 8-K on March  3,  1995  which
                          included the following items:
  
                          Item 4. Description of the acquisition by the Company of
                                  its Cupertino,  California Affiliate,  effective
                                  January 1, 1995
  
                          Item 7(c).  Press release dated March 2, 1995
  10
  
       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/ Joseph T. Smith            May 12, 1995
           -----------------------------------------------------------
               Joseph T. Smith            Date
               President and Chief 
               Operating Officer
  
       BY: /s/ G. Lee Bohs                May 12, 1995
           --------------------------------------------------------------
               G. Lee Bohs, 
               Chief Financial Officer    Date