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, 1997
  
                                         OR
  
  ( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
           OF THE SECURITIES AND EXCHANGE ACT OF 1934
  
           For the transition period from               to
  
  
                           Commission File Number 0-15539
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
               (Exact name of registrant as specified in its charter)
  
  
           Pennsylvania                                     23-2153729
  (State of other jurisdiction of                        (IRS Employer
   incorporation of organization)                       Identification No.)
  
  
        1818 Market Street, Philadelphia, Pennsylvania                  19103
          (Address of principal executive offices)                   (Zip Code)
  
           Registrant's telephone number, including area code: (215) 988-1588
  
           Indicate by check mark whether the registrant: (1) has filed all
           reports required to be filed by Section 13 or 15(d) of the Securities
           Exchange Act of 1934 during the preceding 12 months (or for such
           shorter period that the registrant was required to file such reports),
           and (2) has been subject to such filing requirements for the past 90
           days.
  
                          Yes       X                        No
  
           Indicate the number of shares outstanding of each of the issuer's
           classes of common stock as of April 30, 1997:
  
           Common Stock, $0.01 par value                        6,598,642
                        Class                               Number of Shares
  
  
  <PAGE>
                         Right Management Consultants, Inc.
                        Condensed Consolidated Balance Sheets
                      (Dollars in Thousands Except Share Data)
  
  <TABLE>
  <CAPTION>
                                                                         March 31,   December 31,
                                                                           1997         1996
                                                                       (Unaudited)
                                       Assets
  <S>                                                                      <C>          <C>    
  Current Assets:
  Cash and cash equivalents                                                $8,379       $18,055
  Accounts receivable, trade, net of allowance for doubtful accounts
      of $592 and $552 in 1997 and 1996, respectively                      21,377        18,878
  Royalties and fees receivable from Affiliates                             3,715         3,505
  Other current assets                                                      2,376         2,270
                                                                         --------      --------
         Total current assets                                              35,847        42,708
  
  Property and equipment, net of accumulated depreciation of $13,792
     and $12,917 in 1997 and 1996, respectively                             9,730         9,666
  
  Other Assets:
  Intangible assets, net of accumulated amortization of $9,006 and
      $8,525 in 1997 and 1996, respectively                                20,463        18,724
  Other noncurrent assets                                                   2,997         2,837
                                                                         --------      --------
         Total Assets                                                     $69,037       $73,935
                                                                         ========      ========
  
                 Liabilities and Shareholders' Equity
  
  Current Liabilities:
  Current portion of long-term debt and other obligations                  $1,115        $1,011
  Accounts and commissions payable                                          5,160         5,536
  Accrued expenses                                                          2,156         6,951
  Deferred income                                                           4,652         3,868
                                                                         --------      --------
         Total current liabilities                                         13,083        17,366
                                                                         --------      --------
  
  Long-term debt and other obligations                                      5,700         6,904
                                                                         --------      --------
  
  Deferred compensation                                                     1,776         1,864
                                                                         --------      --------
  
  Shareholders' Equity:
  Preferred stock, no par value; 1,000,000 shares authorized; no
      shares issued or outstanding                                             --            --
  Common stock, $.01 par value; 20,000,000 shares authorized;
      6,839,229 and 6,713,573 shares issued                                    68            67
  Additional paid-in capital                                               12,223        11,956
  Retained earnings                                                        37,014        36,290
  Cumulative translation adjustment                                          (310)            5
                                                                         --------      --------
                                                                           48,995        48,318
  Less treasury stock, at cost, 252,952 shares                               (517)         (517)
                                                                         --------      --------
         Total shareholders' equity                                        48,478        47,801
                                                                         --------      --------
         Total Liabilities and Shareholders' Equity                       $69,037       $73,935
                                                                         ========      ========
  </TABLE>
  
  
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                          2
  <PAGE>
  
                         Right Management Consultants, Inc.
                     Condensed Consolidated Statements of Income
          (Dollars and Shares in Thousands Except Earnings per Share Data)
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                    Three Months Ended March 31,
                                                       1997          1996
  <S>                                                <C>           <C>    
  Revenue:
  Company office revenue                             $28,990       $31,208
  Affiliate royalties                                  1,055         1,247
                                                    --------      --------
  
  Total revenue                                       30,045        32,455
                                                    --------      --------
  
  Expenses:
  Consultants' compensation                           12,786        11,968
  Office sales and consulting support                  1,490         1,388
  Office administration                               10,984        11,367
  General sales and administration                     3,044         3,716
  Restructuring costs (Note B)                           630            --
                                                    --------      --------
  
                                                      28,934        28,439
                                                    --------      --------
  
  Income from operations                               1,111         4,016
  
  Other income (expense):
  
  Interest income                                        204           153
  Interest expense                                      (110)         (172)
                                                    --------      --------
                                                          94           (19)
                                                    --------      --------
  
  Income before income taxes                           1,205         3,997
  
  Provision for income taxes                             481         1,588
                                                    --------      --------
  
  Net income                                            $724        $2,409
                                                    ========      ========
  
  Earnings per share                                   $0.11         $0.36
                                                    ========      ========
  
  Weighted average number of shares outstanding        6,870         6,626
                                                    ========      ========
  </TABLE>
  
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                         3
  
  <PAGE>
                         Right Management Consultants, Inc.
                   Condensed Consolidated Statements of Cash Flows
                               (Dollars in Thousands)
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                Three Months Ended March 31,
                                                                    1997          1996
  <S>                                                                <C>         <C>   
  Operating Activities:
    Net income                                                     $  724        $2,409
    Adjustments to reconcile net income to net cash
      (utilized for) provided by operating activities:
        Depreciation and amortization                               1,427         1,155
        Deferred income taxes                                          --           (10)
        Restricted stock compensation                                (470)          182
        Restructuring costs                                           630            --
        Other non-cash items                                         (320)          100
        Provision for doubtful accounts                                75            75
        Changes in operating accounts:
            (Increase) in operating assets                         (2,743)       (5,449)
            Increase (decrease) in operating liabilities           (5,528)        3,772
                                                                 --------      --------
  
    Net cash (utilized for) provided by operating activities       (6,205)        2,234
                                                                 --------      --------
  
  Investing Activities:
    Purchase of property and equipment                               (796)       (1,003)
    Net cash paid for acquisitions                                 (3,195)           --
                                                                 --------      --------
  
    Net cash utilized for investing activities                     (3,991)       (1,003)
                                                                 --------      --------
  
  Financing Activities:
    Payment of long-term debt and other obligations                  (218)         (786)
    Proceeds from stock issuances                                     738           690
                                                                 --------      --------
  
    Net cash provided by (utilized for) financing activities          520           (96)
                                                                 --------      --------
  
  (Decrease) increase in cash and cash equivalents                 (9,676)        1,135
  
  Cash and cash equivalents, beginning of period                   18,055         8,965
                                                                 --------      --------
  
  Cash and cash equivalents, end of period                         $8,379       $10,100
                                                                 ========      ========
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                       $96           $82
                                                                 ========      ========
  
       Income taxes                                                $1,606        $1,123
                                                                 ========      ========
  </TABLE>
  
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                          4
  <PAGE>
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
  Basis of Presentation
  
  The accompanying unaudited condensed consolidated financial statements have been
  prepared in accordance with generally accepted accounting principles for interim
  financial information and the instructions to Form 10-Q and Rule 10-01 of
  Regulation S-X. Accordingly, they do not include all of the information and
  footnote disclosures necessary for a fair presentation of consolidated financial
  position, results of operations and cash flows in conformity with generally
  accepted accounting principles. In the opinion of management, all adjustments
  (consisting of normal recurring adjustments) considered necessary for a fair
  presentation have been included. Operating results for the three months ended
  March 31, 1997 are not necessarily indicative of the results that may be
  expected for the year ending December 31, 1997. For further information, refer
  to the financial statements and footnotes thereto included in the Company's
  Annual Report on Form 10-K for the year ended December 31, 1996.
  
  Principles of Consolidation
  
  The consolidated financial statements include the accounts of Right Management
  Consultants, Inc., and its wholly-owned subsidiaries. All significant
  intercompany transactions and balances have been eliminated in consolidation.
  
  Reclassifications
  
  Certain 1996 amounts have been reclassified to conform with the 1997
  presentation.
  
  NOTE B - RESTRUCTURING COSTS
  
  To better align costs with revenue  levels  experienced  in the first quarter of
  1997,  the Company  announced  on March 20, 1997 a corporate  restructuring  for
  which a  restructuring  charge would be recorded.  The  restructuring  charge of
  $630,000  ($380,000 or $0.06, net of taxes) was primarily for severance payments
  and lease costs related to reductions in force and  "satellite"  office closures
  with no future economic benefit to the Company. The Company anticipates that all
  payments for severance and office closures will be completed during 1997.
  
  NOTE C - ACQUISITIONS
  
  Effective   January  1,  1997,  the  Company  acquired  the  assets  and/or  the
  outstanding  stock of five  career  transition  firms and one search  firm for a
  combination  of cash and future  defined  incentive  payments.  The five  career
  transition  firms included  Nelson,  O'Connor & Associates  (Phoenix,  Arizona),
  Corporate Resource Group (San Francisco,  California), and the former St. Louis,
  Missouri,  Knoxville,  Tennessee, and Richmond,  Virginia Affiliates. The search
  firm acquired was Nelson, O'Connor Cox (Tucson, Arizona).
  
                                         5
  <PAGE>
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE C - ACQUISITIONS (Continued)
  
  The acquisitions were accounted for under the purchase method. The accompanying
  consolidated financial statements reflect the year to date results of all of the
  above acquisitions.
  
  The purchase price for these acquisitions was $3,195,000, including the costs of
  acquisitions. The purchase price exceeded the fair value of the assets acquired
  by $3,259,000. The Company funded these acquisitions through operating cash.
  
  The pro-forma impact of these acquisitions on results of operations, if all of
  the acquisitions had been consummated at the beginning of each period presented,
  is immaterial to the consolidated financial statements as a whole and has been
  omitted.
  
  NOTE D - ACCRUED EXPENSES
  
  The decrease in accrued expenses existing at December 31, 1996 is a result of
  payments made by the Company during the first quarter of 1997 for 1996 income
  taxes and incentive compensation.
  
  NOTE E -  SHAREHOLDERS' EQUITY
  
  In March 1997, the Board of Directors (the "Board") approved a stock repurchase
  program under which the Company is authorized to repurchase up to 10% of its
  currently outstanding common stock. Any shares repurchased will be held as
  treasury shares and be available to the Company for use in various benefit plans
  and, when authorized by the Board, for other general corporate purposes. The
  Board has authorized Company management to pursue the repurchase program in open
  market transactions from time-to-time, depending upon market conditions and
  other factors.
  
  Stock option activity for the three month period ended March 31, 1997 is
  summarized as follows:
  
                                                                   Wtd. Avg.
                                                                    Exercise
                                                    Shares           Price
       Outstanding at January 1, 1997             1,238,295         $10.92
       Granted                                      203,288          18.50
       Canceled or expired during the period         (3,750)         13.67
       Exercised during the period                 (120,725)          5.33
                                                  ---------         ------
       Outstanding at March 31,1997               1,317,108         $12.59
                                                  =========         ======
  
  Exercise prices for options outstanding as of March 31, 1997 ranged from $4.22
  to $24.33. The weighted average remaining contractual life of these options is
  approximately 8 years.
  
                                         6
  <PAGE>
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE F - EARNINGS PER SHARE
  
  The Financial Accounting Standards Board has issued Statement of Financial
  Accounting Standards ("SFAS") No. 128, "Earnings per Share." SFAS No. 128
  replaces the presentation of primary earnings per share ("EPS") with a
  presentation of basic EPS. Additionally, SFAS No. 128 requires a dual
  presentation of basic and diluted EPS within the consolidated income statement
  and a reconciliation of the numerator and denominator of the basic EPS
  computation to the numerator and denominator of the diluted EPS calculation.
  SFAS No. 128 is effective for financial statements for periods ending after
  December 15, 1997, with earlier adoption not permitted. Accordingly, the Company
  will adopt SFAS No. 128 for the year ended December 31, 1997.
  
  The following table details the pro forma amounts that would have been reported
  by the Company in both the current and prior year quarters had SFAS No. 128 been
  adopted.
  
                                                  Three Months
                                                Ended March 31,
            Per share amounts:                    1997      1996
            Primary EPS as reported              $0.11     $0.36
            Effect of SFAS No. 128                  --      0.03
                                                 -----     -----
            Basic EPS as restated                $0.11     $0.39
                                                 =====     =====
  
            Fully diluted EPS as reported        $0.11     $0.36
            Effect of SFAS No. 128                  --        --
                                                 -----     -----
            Diluted EPS as reported              $0.11     $0.36
                                                 =====     =====
  
  
                                         7
  <PAGE>
  
  
  
  NOTE G - GEOGRAPHIC SEGMENTS
  
  Summarized operations of each of the Company's geographic segments in the
  aggregate as of March 31, 1997 and 1996 and for the three month periods then
  ended are as follows:
  
                                              (Dollars in Thousands)
  1997                               U.S.        Canada      Europe  Consolidated
  Identifiable assets               $57,191      $6,759      $5,087     $69,037
                                    =======     =======     =======     =======
  
  Revenue                           $24,315      $2,607      $3,123     $30,045
                                    =======     =======     =======     =======
  
  Operating income                     $244        $331        $536      $1,111
                                    =======     =======     =======     =======
  
  Depreciation and amortization      $1,267         $62         $98      $1,427
                                    =======     =======     =======     =======
  
  Capital expenditures                 $708         $14         $74        $796
                                    =======     =======     =======     =======
  
  1996
  Identifiable assets               $58,445      $7,338      $5,452     $71,235
                                    =======     =======     =======     =======
  
  Revenue                           $27,913      $1,794      $2,748     $32,455
                                    =======     =======     =======     =======
  
  Operating income                   $3,626        $226        $164      $4,016
                                    =======     =======     =======     =======
  
  Depreciation and amortization        $960         $86        $109      $1,155
                                    =======     =======     =======     =======
  
  Capital expenditures                 $943         $27         $33      $1,003
                                    =======     =======     =======     =======
  
  
  NOTE H - SUBSEQUENT EVENTS
  
  In April 1997, the Company reached an agreement in principle to purchase the
  outstanding stock of a Portland, Oregon career management firm, Chapel Stowell,
  Inc. The purchase price of this acquisition will approximate $375,000, including
  costs of acquisition, and will be funded through operating cash. The acquisition
  will be closed in May 1997, with an effective date of April 1, 1997.
  
                                         8
  <PAGE>
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE H - SUBSEQUENT EVENTS (Continued)
  
  Additionally, on May 12, 1997, the Company announced that a letter of intent has
  been signed for the acquisition of 51% of the outstanding stock of Davidson &
  Associates Pty Ltd., a career management firm headquartered in Melbourne,
  Australia. The purchase price of this acquisition will approximate $6,600,000,
  including costs of acquisition, 85% of which will be paid in cash and the
  remaining 15% in shares of the Company's common stock. The cash payment will be
  completed through a combination of operating cash and borrowings under the
  Company's revolving credit facility. The Company anticipates the transaction
  will be completed in July 1997, with an effective date of July 1, 1997.
  
  The Company will account for both of the above acquisitions using the purchase
  method.
  
  
                                         9
  <PAGE>
  
                                   PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
  
  Results of Operations
  
  For the three months ended March 31, 1997,  revenue generated by Company offices
  decreased  7% or  $2,218,000  from the  corresponding  quarter in 1996.  Company
  office  revenue,  on a  same  office  basis,  decreased  approximately  13%  due
  primarily to a general slowdown in the North American career transition  market,
  partly offset by revenue growth in the Company's European  operations.  European
  revenues  totaled  $3,124,000,  a 14% or $376,000 same office  increase over the
  corresponding  quarter in 1996.  Incremental  revenues  generated  from the 1997
  acquisitions  detailed  in  Note  C  to  the  Condensed  Consolidated  Financial
  Statements,  as well as two  additional  months of  revenue  from the March 1996
  acquisition of People Tech, approximated $1,870,000 for the first quarter 1997.
  
  For the three months ended March 31, 1997, Affiliate royalties decreased 15% or
  $192,000 from the corresponding quarter in 1996. The decrease is attributable to
  the aforementioned decline in the North American career transition market, as
  well as the acquisitions of three former Affiliates in the first quarter 1997
  (See Note C to the Condensed Consolidated Financial Statements). Affiliate
  royalties, on a same office basis, decreased 9% over the corresponding quarter
  in 1996.
  
  For the three months ended March 31, 1997, total Company office expenses in the
  aggregate, exclusive of restructuring costs, increased 2% or $537,000 over the
  corresponding quarter in 1996. This dollar increase is primarily due to
  $1,800,000 in incremental costs from acquisitions, offset by a reduction of
  costs of $1,263,000 resulting from reduced payroll costs and a decrease in
  discretionary spending in Company office locations.
  
  Aggregate Company office margins, exclusive of restructuring costs, were 13% for
  the quarter versus 21% for the prior year's quarter. The decrease in margins is
  a function of the decline in career transition revenues, partly offset by
  improved margins in the consulting line of business and in Europe. European
  office margins approximated 17% and 6% for the first quarters 1997 and 1996,
  respectively.
  
  For the three months ended March 31, 1997, general sales and administration
  expense decreased 18% or $672,000 from the corresponding quarter in 1996. Due to
  the Company's decreasing stock price during the first quarter of 1997, total
  compensation expense related to restricted stock grants included within general
  sales and administration expenses was reduced by approximately $470,000. The
  remaining decrease is a result of reduced incentive compensation costs for the
  quarter as the Company's internal targets were not achieved. Should the Company
  meet internal operating targets in subsequent quarters of 1997, incentive
  compensation costs will increase accordingly.
  
                                         10
  <PAGE>
  
                                   PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  The Company's effective tax rate for the three months ended March 31, 1996 and
  1997 was approximately 40%.
  
  Capital Resources and Liquidity
  
  At March 31, 1997 and December 31, 1996, the Company had cash and cash
  equivalents of $8,379,000 and $18,055,000, respectively. The significant
  decrease in cash and cash equivalents is generally the result of lower net
  income and payments made for acquisitions, income taxes and 1996 incentive
  compensation (see Notes C and D to the Condensed Consolidated Financial
  Statements).
  
  Net cash utilized for investing activities amounted to $3,991,000 and $1,003,000
  for the three months ended March 31, 1997 and 1996, respectively. The Company
  continues to invest in equipment and technology to meet the needs of its
  operations and enhance operating efficiencies. During the first quarter of 1997,
  the Company acquired six career management firms for a combination of cash and
  future defined incentive payments. The approximate $3,195,000 net cash paid for
  acquisitions was funded by operating cash.
  
  Net cash provided by (utilized  for) financing  activities  amounted to $520,000
  and ($96,000) for the three months ended March 31, 1997 and 1996,  respectively.
  The net cash inflow  during 1997 is a result of stock option  proceeds in excess
  of  repayments  on  the  Company's   borrowings   and  defined   incentives  for
  acquisitions made in previous years.
  
  The Company has borrowing facilities to provide for increased working capital
  needs as well as to make funds available for future acquisition opportunities.
  During 1996, the Company increased its borrowing capacity to $40,000,000 from
  the previous $15,000,000 level through the execution of its Credit Agreement
  with its two primary lenders. The Company had approximately $34,300,000
  available under the Credit Agreement at March 31, 1997. The Company plans to
  utilize the Credit Agreement to assist in the financing of acquisitions as they
  arise and for other general corporate purposes.
  
  The Company anticipates that its cash and working capital will be sufficient to
  service its existing debt, commitments and to maintain Company operations at
  current levels for the foreseeable future. The Company will continue to consider
  acquisitions and other expansion opportunities as they arise, although the
  economics, strategic implications and other circumstances justifying the
  expansion will be key factors in determining the amount and type of resources
  the Company will commit.
  
                                         11
  <PAGE>
  
                                   PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  Forward Looking Statements
  
  This report includes certain forward-looking statements that involve risks and
  uncertainties that could cause actual results to differ materially from the
  results discussed herein. Recipients of this report are cautioned to consider
  these risks and uncertainties and to not place undue reliance on these
  forward-looking statements.
  
  PART II - OTHER INFORMATION
  
  Items 1, 2, 3, 4 and 5 were not applicable in the period ended March 31,1997.
  
  Item 6.   Exhibits and Reports on Form 8-K
  
              a.    Exhibits:
  
                    11      - Consolidated Earnings per Share Calculation
  
                    27      - Financial Data Schedule *
  
              b.    No reports on Form 8-K were filed during the period for which
                    this Report is filed.
  
  
           * - Filed in electronic form only.
  
                                         12
  <PAGE>
  
  
  
                    SIGNATURES
  
                    Pursuant to the requirements of the Securities Exchange Act of
                    1934, the Registrant has duly caused this Report to be signed
                    on its behalf by the undersigned, thereunto duly authorized.
  
                    RIGHT MANAGEMENT CONSULTANTS, INC.
  
                    BY:/S/ RICHARD J. PINOLA                    May 14, 1997
                    ------------------------                    ------------
                    Richard J. Pinola                               Date
                    Chairman of the Board and Chief Executive Officer
  
                    BY: /S/ G. LEE BOHS                         May 14, 1997
                    ------------------------                    ------------
                    G. Lee Bohs                                     Date
                    Chief Financial Officer and
                    Principal Accounting Officer
  
                                         13
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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, 1997
  
                                         OR
  
  ( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
           OF THE SECURITIES AND EXCHANGE ACT OF 1934
  
           For the transition period from               to
  
                           Commission File Number 0-15539
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
               (Exact name of registrant as specified in its charter)
  
           Pennsylvania                                     23-2153729
  (State of other jurisdiction of                        (IRS Employer
   incorporation of organization)                       Identification No.)
  
        1818 Market Street, Philadelphia, Pennsylvania                  19103
          (Address of principal executive offices)                   (Zip Code)
  
           Registrant's telephone number, including area code: (215) 988-1588
  
           Indicate by check mark whether the registrant: (1) has filed all
           reports required to be filed by Section 13 or 15(d) of the Securities
           Exchange Act of 1934 during the preceding 12 months (or for such
           shorter period that the registrant was required to file such reports),
           and (2) has been subject to such filing requirements for the past 90
           days.
  
                          Yes       X                        No
  
           Indicate the number of shares outstanding of each of the issuer's
           classes of common stock as of April 30, 1997:
  
           Common Stock, $0.01 par value                        6,598,642
                        Class                               Number of Shares
  Right Management Consultants, Inc.
                        Condensed Consolidated Balance Sheets
                      (Dollars in Thousands Except Share Data)
  March 31,   December 31,
                                                                           1997         1996
                                                                       (Unaudited)
                                       Assets
  Current Assets:
  Cash and cash equivalents                                                $8,379       $18,055
  Accounts receivable, trade, net of allowance for doubtful accounts
      of $592 and $552 in 1997 and 1996, respectively                      21,377        18,878
  Royalties and fees receivable from Affiliates                             3,715         3,505
  Other current assets                                                      2,376         2,270
                                                                         --------      --------
         Total current assets                                              35,847        42,708
  
  Property and equipment, net of accumulated depreciation of $13,792
     and $12,917 in 1997 and 1996, respectively                             9,730         9,666
  
  Other Assets:
  Intangible assets, net of accumulated amortization of $9,006 and
      $8,525 in 1997 and 1996, respectively                                20,463        18,724
  Other noncurrent assets                                                   2,997         2,837
                                                                         --------      --------
         Total Assets                                                     $69,037       $73,935
                                                                         ========      ========
  
                 Liabilities and Shareholders' Equity
  
  Current Liabilities:
  Current portion of long-term debt and other obligations                  $1,115        $1,011
  Accounts and commissions payable                                          5,160         5,536
  Accrued expenses                                                          2,156         6,951
  Deferred income                                                           4,652         3,868
                                                                         --------      --------
         Total current liabilities                                         13,083        17,366
                                                                         --------      --------
  
  Long-term debt and other obligations                                      5,700         6,904
                                                                         --------      --------
  
  Deferred compensation                                                     1,776         1,864
                                                                         --------      --------
  
  Shareholders' Equity:
  Preferred stock, no par value; 1,000,000 shares authorized; no
      shares issued or outstanding                                             --            --
  Common stock, $.01 par value; 20,000,000 shares authorized;
      6,839,229 and 6,713,573 shares issued                                    68            67
  Additional paid-in capital                                               12,223        11,956
  Retained earnings                                                        37,014        36,290
  Cumulative translation adjustment                                          (310)            5
                                                                         --------      --------
                                                                           48,995        48,318
  Less treasury stock, at cost, 252,952 shares                               (517)         (517)
                                                                         --------      --------
         Total shareholders' equity                                        48,478        47,801
                                                                         --------      --------
         Total Liabilities and Shareholders' Equity                       $69,037       $73,935
                                                                         ========      ========
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                          2
  Right Management Consultants, Inc.
                     Condensed Consolidated Statements of Income
          (Dollars and Shares in Thousands Except Earnings per Share Data)
                                     (Unaudited)
  Three Months Ended March 31,
                                                       1997          1996
  Revenue:
  Company office revenue                             $28,990       $31,208
  Affiliate royalties                                  1,055         1,247
                                                    --------      --------
  
  Total revenue                                       30,045        32,455
                                                    --------      --------
  
  Expenses:
  Consultants' compensation                           12,786        11,968
  Office sales and consulting support                  1,490         1,388
  Office administration                               10,984        11,367
  General sales and administration                     3,044         3,716
  Restructuring costs (Note B)                           630            --
                                                    --------      --------
  
                                                      28,934        28,439
                                                    --------      --------
  
  Income from operations                               1,111         4,016
  
  Other income (expense):
  
  Interest income                                        204           153
  Interest expense                                      (110)         (172)
                                                    --------      --------
                                                          94           (19)
                                                    --------      --------
  
  Income before income taxes                           1,205         3,997
  
  Provision for income taxes                             481         1,588
                                                    --------      --------
  
  Net income                                            $724        $2,409
                                                    ========      ========
  
  Earnings per share                                   $0.11         $0.36
                                                    ========      ========
  
  Weighted average number of shares outstanding        6,870         6,626
                                                    ========      ========
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                         3
  Right Management Consultants, Inc.
                   Condensed Consolidated Statements of Cash Flows
                               (Dollars in Thousands)
                                     (Unaudited)
  Three Months Ended March 31,
                                                                    1997          1996
  Operating Activities:
    Net income                                                     $  724        $2,409
    Adjustments to reconcile net income to net cash
      (utilized for) provided by operating activities:
        Depreciation and amortization                               1,427         1,155
        Deferred income taxes                                          --           (10)
        Restricted stock compensation                                (470)          182
        Restructuring costs                                           630            --
        Other non-cash items                                         (320)          100
        Provision for doubtful accounts                                75            75
        Changes in operating accounts:
            (Increase) in operating assets                         (2,743)       (5,449)
            Increase (decrease) in operating liabilities           (5,528)        3,772
                                                                 --------      --------
  
    Net cash (utilized for) provided by operating activities       (6,205)        2,234
                                                                 --------      --------
  
  Investing Activities:
    Purchase of property and equipment                               (796)       (1,003)
    Net cash paid for acquisitions                                 (3,195)           --
                                                                 --------      --------
  
    Net cash utilized for investing activities                     (3,991)       (1,003)
                                                                 --------      --------
  
  Financing Activities:
    Payment of long-term debt and other obligations                  (218)         (786)
    Proceeds from stock issuances                                     738           690
                                                                 --------      --------
  
    Net cash provided by (utilized for) financing activities          520           (96)
                                                                 --------      --------
  
  (Decrease) increase in cash and cash equivalents                 (9,676)        1,135
  
  Cash and cash equivalents, beginning of period                   18,055         8,965
                                                                 --------      --------
  
  Cash and cash equivalents, end of period                         $8,379       $10,100
                                                                 ========      ========
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                       $96           $82
                                                                 ========      ========
  
       Income taxes                                                $1,606        $1,123
                                                                 ========      ========
  The  accompanying  notes are an integral  part of these  condensed  consolidated
  financial statements.
  
                                          4
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
  Basis of Presentation
  
  The accompanying unaudited condensed consolidated financial statements have been
  prepared in accordance with generally accepted accounting principles for interim
  financial information and the instructions to Form 10-Q and Rule 10-01 of
  Regulation S-X. Accordingly, they do not include all of the information and
  footnote disclosures necessary for a fair presentation of consolidated financial
  position, results of operations and cash flows in conformity with generally
  accepted accounting principles. In the opinion of management, all adjustments
  (consisting of normal recurring adjustments) considered necessary for a fair
  presentation have been included. Operating results for the three months ended
  March 31, 1997 are not necessarily indicative of the results that may be
  expected for the year ending December 31, 1997. For further information, refer
  to the financial statements and footnotes thereto included in the Company's
  Annual Report on Form 10-K for the year ended December 31, 1996.
  
  Principles of Consolidation
  
  The consolidated financial statements include the accounts of Right Management
  Consultants, Inc., and its wholly-owned subsidiaries. All significant
  intercompany transactions and balances have been eliminated in consolidation.
  
  Reclassifications
  
  Certain 1996 amounts have been reclassified to conform with the 1997
  presentation.
  
  NOTE B - RESTRUCTURING COSTS
  
  To better align costs with revenue  levels  experienced  in the first quarter of
  1997,  the Company  announced  on March 20, 1997 a corporate  restructuring  for
  which a  restructuring  charge would be recorded.  The  restructuring  charge of
  $630,000  ($380,000 or $0.06, net of taxes) was primarily for severance payments
  and lease costs related to reductions in force and  "satellite"  office closures
  with no future economic benefit to the Company. The Company anticipates that all
  payments for severance and office closures will be completed during 1997.
  
  NOTE C - ACQUISITIONS
  
  Effective   January  1,  1997,  the  Company  acquired  the  assets  and/or  the
  outstanding  stock of five  career  transition  firms and one search  firm for a
  combination  of cash and future  defined  incentive  payments.  The five  career
  transition  firms included  Nelson,  O'Connor & Associates  (Phoenix,  Arizona),
  Corporate Resource Group (San Francisco,  California), and the former St. Louis,
  Missouri,  Knoxville,  Tennessee, and Richmond,  Virginia Affiliates. The search
  firm acquired was Nelson, O'Connor Cox (Tucson, Arizona).
  
                                         5
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE C - ACQUISITIONS (Continued)
  
  The acquisitions were accounted for under the purchase method. The accompanying
  consolidated financial statements reflect the year to date results of all of the
  above acquisitions.
  
  The purchase price for these acquisitions was $3,195,000, including the costs of
  acquisitions. The purchase price exceeded the fair value of the assets acquired
  by $3,259,000. The Company funded these acquisitions through operating cash.
  
  The pro-forma impact of these acquisitions on results of operations, if all of
  the acquisitions had been consummated at the beginning of each period presented,
  is immaterial to the consolidated financial statements as a whole and has been
  omitted.
  
  NOTE D - ACCRUED EXPENSES
  
  The decrease in accrued expenses existing at December 31, 1996 is a result of
  payments made by the Company during the first quarter of 1997 for 1996 income
  taxes and incentive compensation.
  
  NOTE E -  SHAREHOLDERS' EQUITY
  
  In March 1997, the Board of Directors (the "Board") approved a stock repurchase
  program under which the Company is authorized to repurchase up to 10% of its
  currently outstanding common stock. Any shares repurchased will be held as
  treasury shares and be available to the Company for use in various benefit plans
  and, when authorized by the Board, for other general corporate purposes. The
  Board has authorized Company management to pursue the repurchase program in open
  market transactions from time-to-time, depending upon market conditions and
  other factors.
  
  Stock option activity for the three month period ended March 31, 1997 is
  summarized as follows:
  
                                                                   Wtd. Avg.
                                                                    Exercise
                                                    Shares           Price
       Outstanding at January 1, 1997             1,238,295         $10.92
       Granted                                      203,288          18.50
       Canceled or expired during the period         (3,750)         13.67
       Exercised during the period                 (120,725)          5.33
                                                  ---------         ------
       Outstanding at March 31,1997               1,317,108         $12.59
                                                  =========         ======
  
  Exercise prices for options outstanding as of March 31, 1997 ranged from $4.22
  to $24.33. The weighted average remaining contractual life of these options is
  approximately 8 years.
  
                                         6
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE F - EARNINGS PER SHARE
  
  The Financial Accounting Standards Board has issued Statement of Financial
  Accounting Standards ("SFAS") No. 128, "Earnings per Share." SFAS No. 128
  replaces the presentation of primary earnings per share ("EPS") with a
  presentation of basic EPS. Additionally, SFAS No. 128 requires a dual
  presentation of basic and diluted EPS within the consolidated income statement
  and a reconciliation of the numerator and denominator of the basic EPS
  computation to the numerator and denominator of the diluted EPS calculation.
  SFAS No. 128 is effective for financial statements for periods ending after
  December 15, 1997, with earlier adoption not permitted. Accordingly, the Company
  will adopt SFAS No. 128 for the year ended December 31, 1997.
  
  The following table details the pro forma amounts that would have been reported
  by the Company in both the current and prior year quarters had SFAS No. 128 been
  adopted.
  
                                                  Three Months
                                                Ended March 31,
            Per share amounts:                    1997      1996
            Primary EPS as reported              $0.11     $0.36
            Effect of SFAS No. 128                  --      0.03
                                                 -----     -----
            Basic EPS as restated                $0.11     $0.39
                                                 =====     =====
  
            Fully diluted EPS as reported        $0.11     $0.36
            Effect of SFAS No. 128                  --        --
                                                 -----     -----
            Diluted EPS as reported              $0.11     $0.36
                                                 =====     =====
  
                                         7
  NOTE G - GEOGRAPHIC SEGMENTS
  
  Summarized operations of each of the Company's geographic segments in the
  aggregate as of March 31, 1997 and 1996 and for the three month periods then
  ended are as follows:
  
                                              (Dollars in Thousands)
  1997                               U.S.        Canada      Europe  Consolidated
  Identifiable assets               $57,191      $6,759      $5,087     $69,037
                                    =======     =======     =======     =======
  
  Revenue                           $24,315      $2,607      $3,123     $30,045
                                    =======     =======     =======     =======
  
  Operating income                     $244        $331        $536      $1,111
                                    =======     =======     =======     =======
  
  Depreciation and amortization      $1,267         $62         $98      $1,427
                                    =======     =======     =======     =======
  
  Capital expenditures                 $708         $14         $74        $796
                                    =======     =======     =======     =======
  
  1996
  Identifiable assets               $58,445      $7,338      $5,452     $71,235
                                    =======     =======     =======     =======
  
  Revenue                           $27,913      $1,794      $2,748     $32,455
                                    =======     =======     =======     =======
  
  Operating income                   $3,626        $226        $164      $4,016
                                    =======     =======     =======     =======
  
  Depreciation and amortization        $960         $86        $109      $1,155
                                    =======     =======     =======     =======
  
  Capital expenditures                 $943         $27         $33      $1,003
                                    =======     =======     =======     =======
  
  NOTE H - SUBSEQUENT EVENTS
  
  In April 1997, the Company reached an agreement in principle to purchase the
  outstanding stock of a Portland, Oregon career management firm, Chapel Stowell,
  Inc. The purchase price of this acquisition will approximate $375,000, including
  costs of acquisition, and will be funded through operating cash. The acquisition
  will be closed in May 1997, with an effective date of April 1, 1997.
  
                                         8
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE H - SUBSEQUENT EVENTS (Continued)
  
  Additionally, on May 12, 1997, the Company announced that a letter of intent has
  been signed for the acquisition of 51% of the outstanding stock of Davidson &
  Associates Pty Ltd., a career management firm headquartered in Melbourne,
  Australia. The purchase price of this acquisition will approximate $6,600,000,
  including costs of acquisition, 85% of which will be paid in cash and the
  remaining 15% in shares of the Company's common stock. The cash payment will be
  completed through a combination of operating cash and borrowings under the
  Company's revolving credit facility. The Company anticipates the transaction
  will be completed in July 1997, with an effective date of July 1, 1997.
  
  The Company will account for both of the above acquisitions using the purchase
  method.
  
                                         9
  PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
  
  Results of Operations
  
  For the three months ended March 31, 1997,  revenue generated by Company offices
  decreased  7% or  $2,218,000  from the  corresponding  quarter in 1996.  Company
  office  revenue,  on a  same  office  basis,  decreased  approximately  13%  due
  primarily to a general slowdown in the North American career transition  market,
  partly offset by revenue growth in the Company's European  operations.  European
  revenues  totaled  $3,124,000,  a 14% or $376,000 same office  increase over the
  corresponding  quarter in 1996.  Incremental  revenues  generated  from the 1997
  acquisitions  detailed  in  Note  C  to  the  Condensed  Consolidated  Financial
  Statements,  as well as two  additional  months of  revenue  from the March 1996
  acquisition of People Tech, approximated $1,870,000 for the first quarter 1997.
  
  For the three months ended March 31, 1997, Affiliate royalties decreased 15% or
  $192,000 from the corresponding quarter in 1996. The decrease is attributable to
  the aforementioned decline in the North American career transition market, as
  well as the acquisitions of three former Affiliates in the first quarter 1997
  (See Note C to the Condensed Consolidated Financial Statements). Affiliate
  royalties, on a same office basis, decreased 9% over the corresponding quarter
  in 1996.
  
  For the three months ended March 31, 1997, total Company office expenses in the
  aggregate, exclusive of restructuring costs, increased 2% or $537,000 over the
  corresponding quarter in 1996. This dollar increase is primarily due to
  $1,800,000 in incremental costs from acquisitions, offset by a reduction of
  costs of $1,263,000 resulting from reduced payroll costs and a decrease in
  discretionary spending in Company office locations.
  
  Aggregate Company office margins, exclusive of restructuring costs, were 13% for
  the quarter versus 21% for the prior year's quarter. The decrease in margins is
  a function of the decline in career transition revenues, partly offset by
  improved margins in the consulting line of business and in Europe. European
  office margins approximated 17% and 6% for the first quarters 1997 and 1996,
  respectively.
  
  For the three months ended March 31, 1997, general sales and administration
  expense decreased 18% or $672,000 from the corresponding quarter in 1996. Due to
  the Company's decreasing stock price during the first quarter of 1997, total
  compensation expense related to restricted stock grants included within general
  sales and administration expenses was reduced by approximately $470,000. The
  remaining decrease is a result of reduced incentive compensation costs for the
  quarter as the Company's internal targets were not achieved. Should the Company
  meet internal operating targets in subsequent quarters of 1997, incentive
  compensation costs will increase accordingly.
  
                                         10
  PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  The Company's effective tax rate for the three months ended March 31, 1996 and
  1997 was approximately 40%.
  
  Capital Resources and Liquidity
  
  At March 31, 1997 and December 31, 1996, the Company had cash and cash
  equivalents of $8,379,000 and $18,055,000, respectively. The significant
  decrease in cash and cash equivalents is generally the result of lower net
  income and payments made for acquisitions, income taxes and 1996 incentive
  compensation (see Notes C and D to the Condensed Consolidated Financial
  Statements).
  
  Net cash utilized for investing activities amounted to $3,991,000 and $1,003,000
  for the three months ended March 31, 1997 and 1996, respectively. The Company
  continues to invest in equipment and technology to meet the needs of its
  operations and enhance operating efficiencies. During the first quarter of 1997,
  the Company acquired six career management firms for a combination of cash and
  future defined incentive payments. The approximate $3,195,000 net cash paid for
  acquisitions was funded by operating cash.
  
  Net cash provided by (utilized  for) financing  activities  amounted to $520,000
  and ($96,000) for the three months ended March 31, 1997 and 1996,  respectively.
  The net cash inflow  during 1997 is a result of stock option  proceeds in excess
  of  repayments  on  the  Company's   borrowings   and  defined   incentives  for
  acquisitions made in previous years.
  
  The Company has borrowing facilities to provide for increased working capital
  needs as well as to make funds available for future acquisition opportunities.
  During 1996, the Company increased its borrowing capacity to $40,000,000 from
  the previous $15,000,000 level through the execution of its Credit Agreement
  with its two primary lenders. The Company had approximately $34,300,000
  available under the Credit Agreement at March 31, 1997. The Company plans to
  utilize the Credit Agreement to assist in the financing of acquisitions as they
  arise and for other general corporate purposes.
  
  The Company anticipates that its cash and working capital will be sufficient to
  service its existing debt, commitments and to maintain Company operations at
  current levels for the foreseeable future. The Company will continue to consider
  acquisitions and other expansion opportunities as they arise, although the
  economics, strategic implications and other circumstances justifying the
  expansion will be key factors in determining the amount and type of resources
  the Company will commit.
  
                                         11
  PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  Forward Looking Statements
  
  This report includes certain forward-looking statements that involve risks and
  uncertainties that could cause actual results to differ materially from the
  results discussed herein. Recipients of this report are cautioned to consider
  these risks and uncertainties and to not place undue reliance on these
  forward-looking statements.
  
  PART II - OTHER INFORMATION
  
  Items 1, 2, 3, 4 and 5 were not applicable in the period ended March 31,1997.
  
  Item 6.   Exhibits and Reports on Form 8-K
  
              a.    Exhibits:
  
                    11      - Consolidated Earnings per Share Calculation
  
                    27      - Financial Data Schedule *
  
              b.    No reports on Form 8-K were filed during the period for which
                    this Report is filed.
  
           * - Filed in electronic form only.
  
                                         12
  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                    May 14, 1997
                    ------------------------                    ------------
                    Richard J. Pinola                               Date
                    Chairman of the Board and Chief Executive Officer
  
                    BY: /S/ G. LEE BOHS                         May 14, 1997
                    ------------------------                    ------------
                    G. Lee Bohs                                     Date
                    Chief Financial Officer and
                    Principal Accounting Officer
  
                                         13