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 September 30, 1996
  
                                         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 October 31, 1996:
  
         Common Stock, $0.01 par value                        6,570,679
                  Class                                    Number of Shares
  
  <PAGE>
  
                         Right Management Consultants, Inc.
                       Condensed Consolidated Balance Sheets
                      (Dollars in Thousands Except Share Data)
  <TABLE>
  
                                                                                        September 30,  December 31,
                                                                                            1996           1995
                                                                                        (Unaudited)
  
  <S>                                                                                       <C>         <C>     
   Current Assets:
     Cash and cash equivalents                                                              $ 15,395    $  8,965
     Accounts receivable, trade, net of allowance for doubtful accounts
       of $772 and $754 in 1996 and 1995, respectively                                        17,253      16,918
     Royalties and fees receivable from Affiliates                                             3,765       4,303
     Other current assets                                                                      2,593       2,193
                                                                                            --------    --------
       Total current assets                                                                   39,006      32,379
                                                                                            --------    --------
  
     Property and equipment, less accumulated depreciation of
      $12,143 and $9,518 in 1996 and 1995, respectively                                        8,914       7,447
  
     Intangible assets, less accumulated amortization of $8,639 and $6,657
      in 1996 and 1995, respectively                                                          19,397      17,824
     Other non-current assets                                                                  2,800       2,581
                                                                                            --------    --------
        Total Assets                                                                        $ 70,117    $ 60,231
                                                                                            ========    ========
  
  
   Current Liabilities:
     Current portion of long-term debt and other current obligations                        $  5,152    $  3,552
     Accounts and commissions payable                                                          4,460       6,378
     Accrued expenses                                                                          5,897       5,880
     Deferred income                                                                           5,212       3,435
                                                                                            --------    --------
        Total current liabilities                                                             20,721      19,245
  
   Long-term debt and other non-current obligations                                            4,857       7,360
                                                                                            --------    --------
  
   Commitments and Contingent Liabilities
  
   Stockholders' Equity:
     Preferred stock
     Common stock, $.01 par value; 20,000,000 shares authorized;
       6,819,263 shares issued in 1996;
       6,470,724 shares issued in 1995                                                            68          65
     Additional paid-in capital                                                               11,292       7,655
     Retained earnings                                                                        33,788      26,614
     Cumulative translation adjustment                                                           (92)       (191)
                                                                                            --------    --------
                                                                                              45,056      34,143
     Less treasury stock, at cost, 252,952 shares                                               (517)       (517)
                                                                                            --------    --------
                                                                                              44,539      33,626
                                                                                            --------    --------
        Total Liabilities and Stockholders' Equity                                          $ 70,117    $ 60,231
                                                                                            ========    ========
  </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 in Thousands Except Share Data)
  
  <TABLE>
                                                      Three months ended
                                                         September 30,
                                                         -------------
                                                          (Unaudited)
                                                      1996            1995
  <S>                                             <C>            <C>        
  Revenue:
  Company office revenue                          $    26,741    $    26,597
  Affiliate royalties                                   1,323          1,029
                                                  -----------    -----------
  
  Total revenue                                        28,064         27,626
  
  Expenses:
  Consultants' compensation                            10,577          9,695
  Company office sales and consulting support           2,019          1,512
  Company office administration                         9,330          9,940
  General sales, consulting and administration          2,448          3,201
                                                  -----------    -----------
                                                       24,374         24,348
                                                  -----------    -----------
  
  Income from operations                                3,690          3,278
  
  Other income (expense):
  
  Interest income                                         160             72
  Interest expense                                       (136)          (234)
                                                  -----------    -----------
                                                           24           (162)
                                                  -----------    -----------
  
  Income before income taxes                            3,714          3,116
  
  Provision for income taxes                            1,545          1,207
                                                  -----------    -----------
  
  Net income                                      $     2,169    $     1,909
                                                  ===========    ===========
  
  Earnings per share                              $      0.32    $      0.30
                                                  ===========    ===========
  
  Weighted average number of shares outstanding     6,877,000      6,354,000
                                                  ===========    ===========
  </TABLE>
  
  
  The accompanying notes are an integral part of these condensed consolidated
  financial statements.
  
                                          3
  
  <PAGE>
  
                         Right Management Consultants, Inc.
                     Condensed Consolidated Statements of Income
                      (Dollars in Thousands Except Share Data)
  <TABLE>
                                                              Nine months ended
                                                                 September 30,
                                                                 -------------
                                                                 (Unaudited)
                                                             1996            1995
  <S>                                                   <C>            <C>        
        Revenue:
        Company office revenue                          $    89,548    $    80,485
        Affiliate royalties                                   3,600          3,164
                                                        -----------    -----------
  
        Total revenue                                        93,148         83,649
  
        Expenses:
        Consultants' compensation                            32,785         29,426
        Company office sales and consulting support           6,569          5,501
        Company office administration                        31,854         29,614
        General sales, consulting and administration          9,792          9,714
                                                        -----------    -----------
                                                             81,000         74,255
                                                        -----------    -----------
  
        Income from operations                               12,148          9,394
  
        Other income (expense):
  
        Interest income                                         418            245
        Interest expense                                       (474)          (566)
                                                        -----------    -----------
                                                                (56)          (321)
                                                        -----------    -----------
  
        Income before income taxes                           12,092          9,073
  
        Provision for income taxes                            4,917          3,563
                                                        -----------    -----------
  
        Net income                                      $     7,175    $     5,510
                                                        ===========    ===========
  
        Earnings per share                              $      1.07    $      0.88
                                                        ===========    ===========
  
        Weighted average number of shares outstanding     6,675,000      6,255,000
                                                        ===========    ===========
  </TABLE>
  
  The accompanying notes are an integral part of these condensed consolidated
  financial statements.
  
                                          4
  
  <PAGE>
  
                         Right Management Consultants, Inc.
                   Condensed Consolidated Statements of Cash Flows
                               (Dollars in Thousands)
  
  <TABLE>
                                                           Nine Months ended September 30,
                                                           -------------------------------
                                                                     (Unaudited)
                                                                  1996        1995
  <S>                                                          <C>         <C>     
  Operating Activities:
    Net income                                                 $  7,175    $  5,510
    Adjustments to reconcile net income to net cash
      provided by operating activities:
        Depreciation and amortization                             3,597       3,156
        Deferred income taxes                                       (10)       (537)
        Compensation from restricted stock agreements               400         103
        Tax benefit from the exercise of stock options            1,919         137
        Other non-cash charges                                       80          53
        Changes in operating accounts:
          (Increase) decrease in operating assets                   961      (3,460)
          Increase (decrease) in operating liabilities           (1,230)     (1,046)
                                                               --------    --------
  
    Net cash provided by operating activities                    12,892       3,916
  
  Investing Activities:
    Purchase of property and equipment                           (3,243)     (1,908)
    Net cash paid for acquisitions                                 (740)     (2,066)
                                                               --------    --------
  
    Net cash utilized by investing activities                    (3,983)     (3,974)
  
  Financing Activities:
    Payment of long-term debt and other obligations              (3,786)     (1,626)
    Proceeds from stock issuances                                 1,321         342
                                                               --------    --------
  
    Net cash utilized by financing activities                    (2,465)     (1,284)
  
  Effect of exchange rate changes on cash and
   cash equivalents                                                 (14)         57
                                                               --------    --------
  
  Increase (decrease) in cash and cash equivalents                6,430      (1,285)
  
  Cash and cash equivalents, beginning of year                    8,965       9,156
                                                               --------    --------
  
  Cash and cash equivalents, end of period                     $ 15,395    $  7,871
                                                               ========    ========
  
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                $    389    $    356
                                                               ========    ========
  
       Income taxes                                            $  3,231    $  3,931
                                                               ========    ========
  </TABLE>
  
  The accompanying notes are an integral part of these condensed consolidated
  financial statements.
  
                                         5
  
  <PAGE>
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE A - 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 nine months ended
  September 30, 1996 are not necessarily indicative of the results that may be
  expected for the year ending December 31, 1996. Certain amounts have been
  reclassified to conform with the 1996 presentation. 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, 1995.
  
  On September 20, 1995, the Board of Directors declared a three-for-two split of
  the Company's common stock, effective November 10, 1995 for shareholders of
  record on October 27, 1995. On June 27, 1996, the Board of Directors declared a
  second three-for-two split of the Company's common stock, effective July 26,
  1996 for shareholders of record on July 12, 1996. The stated par value per share
  of common stock was not changed from its existing amount of $.01 per share for
  both stock splits. All share and per share data presented in the financial
  statements herein have been restated to reflect both stock splits.
  
  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.
  
  
  NOTE B - ACQUISITIONS
  
  Effective March 1,1996, the Company acquired the outstanding stock of People
  Tech Consulting, Inc. ("People Tech"), located in Toronto, Canada. This
  transaction has been accounted for using the purchase method. The aggregate
  purchase price of the acquisition was approximately $2,960,000, including the
  costs of acquisition. The purchase price exceeded the fair value of the assets
  acquired by approximately $2,750,000.
  
  In connection with this acquisition, the Company utilized $4.0 million Canadian
  dollars (or approximately $2,960,000) from its line of credit at the floating
  overnight borrowing rate of the bank.
  
                                         6
  
  <PAGE>
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE C - GEOGRAPHIC SEGMENTS
  
  Summarized operations of each of the Company's geographic segments in the
  aggregate as of September 30, 1996 and 1995 and for the nine month periods then
  ended are as follows:
  
                                    (Dollars in Thousands)
   1996                        US      Canada    Europe      Total
  
  Identifiable assets       $57,855   $ 6,260   $ 6,002   $ 70,117
                            =======   =======   =======   ========
  
  Revenue                   $78,638   $ 6,361   $ 8,149    $93,148
                            =======   =======   =======   ========
  
  Operating income          $11,568   $    78   $   502    $12,148
                            =======   =======   =======   ========
  
  Depreciation and
     amortization           $ 2,901   $   359   $   337    $ 3,597
                            =======   =======   =======   ========
  
  Capital expenditures      $ 3,099   $    59   $    85    $ 3,243
                            =======   =======   =======   ========
  
  
   1995                        US      Canada    Europe      Total
  
  Identifiable assets       $49,265   $ 2,786   $ 6,763    $58,814
                            =======   =======   =======   ========
  
  Revenue                   $72,572   $ 4,870   $ 6,207    $83,649
                            =======   =======   =======   ========
  
  Operating income (loss)   $ 8,425   $ 1,256   $  (287)   $ 9,394
                            =======   =======   =======   ========
  
  Depreciation and
      amortization          $ 2,815   $   129   $   212    $ 3,156
                            =======   =======   =======   ========
  
  Capital expenditures      $ 1,745   $    77   $    86    $ 1,908
                            =======   =======   =======   ========
  
  
  NOTE D -  STOCKHOLDERS' EQUITY
  
  Effective January 1, 1996, the Company awarded 29,250 shares of restricted stock
  to its Executive Officers, pursuant to its 1993 Stock Incentive Plan.
  Compensation expense of approximately $400,000, related to these shares and to
  a 1995 restricted share grant, was charged to general sales, consulting and
  administration expense during the nine months ended September 30, 1996.
  
                                         7
  
  <PAGE>
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  On May 9, 1996, the Board of Directors approved the creation of an Employee
  Stock Purchase Plan, effective July 1, 1996, thereby authorizing under this Plan
  the issuance of 150,000 shares of the Company's common stock. The Plan allows
  employees to purchase the Company's common stock at 85% of the market price.
  
  Stock option activity for the nine month period ended September 30, 1996 is
  summarized as follows:
  
        Outstanding at January 1, 1996                     1,274,534
        Granted at $15.17 - $24.33 per share                 273,300
        Canceled or expired during the period                (31,500)
        Exercised during the period                         (313,789)
                                                           ---------
        Outstanding at September 30, 1996                  1,202,545
                                                           =========
  
  PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                     RESULTS OF OPERATIONS
  
  Results of Operations
  ---------------------
  
  For the three months ended September 30, 1996, income before income taxes
  increased 19% or $598,000 over the corresponding quarter in 1995. For the nine
  months ended September 30, 1996, income before income taxes increased 33% or
  $3,019,000 over the corresponding period in the prior year. These increases
  resulted principally from a combination of greater Company office revenue and
  improved operating efficiencies in Company offices, offset by pre-tax losses at
  the Company's People Tech consulting business. The pre-tax losses at People Tech
  were $482,000 and $1,107,000 for the three months and nine months ended
  September 30, 1996, respectively.
  
  For the three months ended September 30, 1996, revenue generated by Company
  offices increased 1% or $144,000 over the corresponding quarter in 1995. Company
  office revenue, on a same office basis, decreased approximately 4% due to a
  general industry slow down during the summer months, offset by revenue growth
  from acquisitions made since the third quarter of 1995, which included the
  Company's former Providence Affiliate and People Tech. Revenue from these
  acquisitions totaled approximately $1,134,000 for the quarter ended September
  30, 1996.
  
  For the nine months ended September 30, 1996, revenue generated by Company
  offices increased 11% or $9,063,000 over the corresponding period in 1995. This
  increase was due to 5% revenue growth in existing Company offices and also a
  result of the acquisitions made since the third quarter of 1995 detailed in the
  
                                         8
  
  <PAGE>
  
                        MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                     (Continued)
  
  preceding paragraph. Revenue from these acquisitions totaled approximately
  $3,457,000 for the nine months ended September 30, 1996.
  
  For the three months ended September 30, 1996, Affiliate royalties increased 29%
  or $294,000 over the corresponding quarter in 1995. For the nine months ended
  September 30, 1996, Affiliate royalties increased 14% or $436,000. Same office
  growth in Affiliate royalties was approximately 34% and 21% for the quarter and
  nine months ended September 30, 1996, respectively. This same office growth for
  Affiliates was the result of increased market penetration, particularly in the
  Southeast and North Central regions in the United States, offset by reduced
  royalties resulting from the Company's acquisition of the Providence Affiliate.
  Revenue from the Providence office is reflected as Company office revenue
  subsequent to the acquisition.
  
  For the three months ended September 30, 1996, consultants' compensation and
  Company office expenses in the aggregate increased 4% or $779,000 over the
  corresponding quarter in 1995. Aggregate Company office margins were 18% for the
  quarter versus 20% for the prior year's quarter. The decrease in margins is due
  primarily to a loss incurred in the Company's People Tech consulting business.
  Aggregate Company office margins in the core outplacement business for the
  quarter were 20%, which is consistent with the corresponding quarter in 1995.
  
  For the nine months ended September 30, 1996, consultants' compensation and
  Company office expenses in the aggregate increased 10% or $6,667,000 over the
  corresponding period in 1995. Aggregate Company office margins were 20% for both
  the current and prior year's nine month period. Aggregate Company office margins
  in the core outplacement business for year-to-date 1996 were 22%. The
  improvement is a reflection of enhanced pricing and certain operating
  efficiencies in the core outplacement business.
  
  For the three months ended September 30, 1996, general sales, consulting and
  administration expense decreased 24% or $753,000 over the corresponding quarter
  in 1995. The decrease is primarily due to reduced incentive compensation costs
  for the quarter as Company targets were not achieved. The Company's incentive
  compensation structure is linked principally to operating results. Should the
  Company meet internal operating targets in the fourth quarter of 1996, incentive
  compensation costs will increase accordingly.
  
  For the nine months ended September 30, 1996, general sales, consulting and
  administration expense increased $78,000 or 1% over the corresponding period in
  1995. The minor increase is due to the reduction in incentive compensation costs
  in the current quarter detailed above, offset by increased costs for the
  Company's continuing investments in technology and charges relating to the
  issuance of restricted stock in January 1995 and 1996. Expenses in this category
  as a percentage of total revenue were 11% for the nine months ended September
  30, 1996, as compared to 12% for the corresponding period in 1995.
  
  The Company's effective tax rate for the quarter ended September 30, 1996 was
  approximately 42% compared to approximately 39% for the same quarter in 1995.
  The Company's effective tax rate for the nine months ended September 30, 1996
  was approximately 41% compared to approximately 39% for the same period in 1995.
  
                                         9
  
  <PAGE>
  
                        MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                     (Continued)
  
  This increase resulted primarily from the operating loss incurred by People Tech
  for which the Company can not currently recognize a tax benefit, as well as
  increases in certain state income taxes.
  
  Capital Resources and Liquidity
  -------------------------------
  
  At September 30, 1996 and December 31,1995, the Company had cash and cash
  equivalents of $15,395,000 and $8,965,000, respectively. In general, the
  increase in cash and cash equivalents is the result of higher net income,
  improved accounts receivable collections, and proceeds from stock issuances,
  offset by debt payments and investments in property and equipment.
  
  Net cash utilized by investing activities amounted to $3,983,000 and $3,974,000
  for the nine months ended September 30, 1996 and 1995, respectively. The Company
  continues to purchase equipment and technology to meet the needs of its
  expanding operations and enhance operating efficiencies. Additionally, during
  1995 and 1996, the Company has acquired five consulting firms, including People
  Tech, for a combination of cash and non-cash items, including assumption of
  incomplete contracts, future defined incentives and other considerations. The
  nine month 1996 net cash paid for acquisitions amount on the statement of cash
  flows is net of the borrowing made for the People Tech acquisition, which is
  described below.
  
  Net cash utilized by financing activities amounted to $2,465,000 and $1,284,000
  for the nine months ended September 30, 1996 and 1995, respectively. The
  activity during 1996 and 1995 were payments on the Company's borrowings and
  defined incentives for acquisitions made in previous years, as discussed above,
  in excess of proceeds from stock issuances.
  
  In addition to cash flow provided by operations, the Company has borrowing
  facilities to provide for increased working capital needs as well as to make
  funds available for future acquisition opportunities. The Company's total
  borrowing capacity has increased from $10,000,000 to $15,000,000 through its
  Revolving Credit Agreement with its primary bank and a second lender. During
  1996, the Company completed the acquisition of People Tech, utilizing 4.0
  million Canadian dollars (approximately $2,960,000) from its revolving credit
  facility at the floating overnight borrowing rate of the bank, all of which
  remains outstanding at September 30, 1996.
  
  The Company anticipates that its cash and working capital will be sufficient to
  service its existing debt, commitments and 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.
  
                                         10
  
  <PAGE>
  
  PART II - OTHER INFORMATION
  
  Items  1, 2, 3, 4, and 5 were  not  applicable  in the  period  ended  September
  30, 1996.
  
  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.
  
  
           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                    November 14, 1996
           ------------------------                           Date
           Richard J. Pinola  
           Chairman of the Board
           and Chief Executive Officer
  
           BY:\S\ G. LEE BOHS                          November 14, 1996
           ------------------------                           Date
           G. Lee Bohs 
           Chief Financial Officer
           and Principal Accounting Officer
  
  
                                         11
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 31948}]
metadata_filer: {"company-data": {"conformed-name": "RIGHT MANAGEMENT CONSULTANTS INC", "cik": "0000802806", "assigned-sic": "8742", "irs-number": "232153729", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-15539", "film-number": "96666517"}, "business-address": {"street1": "1818 MARKET ST", "street2": "14TH FL", "city": "PHILADELPHIA", "state": "PA", "zip": "19103", "phone": "2159881588"}, "mail-address": {"street1": "1818 MARKET STREET", "street2": "14TH FL", "city": "PHILADELPHIA", "state": "PA", "zip": "19454"}}
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 September 30, 1996
  
                                         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 October 31, 1996:
  
         Common Stock, $0.01 par value                        6,570,679
                  Class                                    Number of Shares
  Right Management Consultants, Inc.
                       Condensed Consolidated Balance Sheets
                      (Dollars in Thousands Except Share Data)
  
                                                                                        September 30,  December 31,
                                                                                            1996           1995
                                                                                        (Unaudited)
  Current Assets:
     Cash and cash equivalents                                                              $ 15,395    $  8,965
     Accounts receivable, trade, net of allowance for doubtful accounts
       of $772 and $754 in 1996 and 1995, respectively                                        17,253      16,918
     Royalties and fees receivable from Affiliates                                             3,765       4,303
     Other current assets                                                                      2,593       2,193
                                                                                            --------    --------
       Total current assets                                                                   39,006      32,379
                                                                                            --------    --------
  
     Property and equipment, less accumulated depreciation of
      $12,143 and $9,518 in 1996 and 1995, respectively                                        8,914       7,447
  
     Intangible assets, less accumulated amortization of $8,639 and $6,657
      in 1996 and 1995, respectively                                                          19,397      17,824
     Other non-current assets                                                                  2,800       2,581
                                                                                            --------    --------
        Total Assets                                                                        $ 70,117    $ 60,231
                                                                                            ========    ========
  
   Current Liabilities:
     Current portion of long-term debt and other current obligations                        $  5,152    $  3,552
     Accounts and commissions payable                                                          4,460       6,378
     Accrued expenses                                                                          5,897       5,880
     Deferred income                                                                           5,212       3,435
                                                                                            --------    --------
        Total current liabilities                                                             20,721      19,245
  
   Long-term debt and other non-current obligations                                            4,857       7,360
                                                                                            --------    --------
  
   Commitments and Contingent Liabilities
  
   Stockholders' Equity:
     Preferred stock
     Common stock, $.01 par value; 20,000,000 shares authorized;
       6,819,263 shares issued in 1996;
       6,470,724 shares issued in 1995                                                            68          65
     Additional paid-in capital                                                               11,292       7,655
     Retained earnings                                                                        33,788      26,614
     Cumulative translation adjustment                                                           (92)       (191)
                                                                                            --------    --------
                                                                                              45,056      34,143
     Less treasury stock, at cost, 252,952 shares                                               (517)       (517)
                                                                                            --------    --------
                                                                                              44,539      33,626
                                                                                            --------    --------
        Total Liabilities and Stockholders' Equity                                          $ 70,117    $ 60,231
                                                                                            ========    ========
  The accompanying notes are an integral part of these condensed consolidated
  financial statements
  
                                         2
  Right Management Consultants, Inc.
                     Condensed Consolidated Statements of Income
                      (Dollars in Thousands Except Share Data)
  
                                                      Three months ended
                                                         September 30,
                                                         -------------
                                                          (Unaudited)
                                                      1996            1995
  Revenue:
  Company office revenue                          $    26,741    $    26,597
  Affiliate royalties                                   1,323          1,029
                                                  -----------    -----------
  
  Total revenue                                        28,064         27,626
  
  Expenses:
  Consultants' compensation                            10,577          9,695
  Company office sales and consulting support           2,019          1,512
  Company office administration                         9,330          9,940
  General sales, consulting and administration          2,448          3,201
                                                  -----------    -----------
                                                       24,374         24,348
                                                  -----------    -----------
  
  Income from operations                                3,690          3,278
  
  Other income (expense):
  
  Interest income                                         160             72
  Interest expense                                       (136)          (234)
                                                  -----------    -----------
                                                           24           (162)
                                                  -----------    -----------
  
  Income before income taxes                            3,714          3,116
  
  Provision for income taxes                            1,545          1,207
                                                  -----------    -----------
  
  Net income                                      $     2,169    $     1,909
                                                  ===========    ===========
  
  Earnings per share                              $      0.32    $      0.30
                                                  ===========    ===========
  
  Weighted average number of shares outstanding     6,877,000      6,354,000
                                                  ===========    ===========
  The accompanying notes are an integral part of these condensed consolidated
  financial statements.
  
                                          3
  Right Management Consultants, Inc.
                     Condensed Consolidated Statements of Income
                      (Dollars in Thousands Except Share Data)
  
                                                              Nine months ended
                                                                 September 30,
                                                                 -------------
                                                                 (Unaudited)
                                                             1996            1995
  Revenue:
        Company office revenue                          $    89,548    $    80,485
        Affiliate royalties                                   3,600          3,164
                                                        -----------    -----------
  
        Total revenue                                        93,148         83,649
  
        Expenses:
        Consultants' compensation                            32,785         29,426
        Company office sales and consulting support           6,569          5,501
        Company office administration                        31,854         29,614
        General sales, consulting and administration          9,792          9,714
                                                        -----------    -----------
                                                             81,000         74,255
                                                        -----------    -----------
  
        Income from operations                               12,148          9,394
  
        Other income (expense):
  
        Interest income                                         418            245
        Interest expense                                       (474)          (566)
                                                        -----------    -----------
                                                                (56)          (321)
                                                        -----------    -----------
  
        Income before income taxes                           12,092          9,073
  
        Provision for income taxes                            4,917          3,563
                                                        -----------    -----------
  
        Net income                                      $     7,175    $     5,510
                                                        ===========    ===========
  
        Earnings per share                              $      1.07    $      0.88
                                                        ===========    ===========
  
        Weighted average number of shares outstanding     6,675,000      6,255,000
                                                        ===========    ===========
  The accompanying notes are an integral part of these condensed consolidated
  financial statements.
  
                                          4
  Right Management Consultants, Inc.
                   Condensed Consolidated Statements of Cash Flows
                               (Dollars in Thousands)
  
                                                           Nine Months ended September 30,
                                                           -------------------------------
                                                                     (Unaudited)
                                                                  1996        1995
  Operating Activities:
    Net income                                                 $  7,175    $  5,510
    Adjustments to reconcile net income to net cash
      provided by operating activities:
        Depreciation and amortization                             3,597       3,156
        Deferred income taxes                                       (10)       (537)
        Compensation from restricted stock agreements               400         103
        Tax benefit from the exercise of stock options            1,919         137
        Other non-cash charges                                       80          53
        Changes in operating accounts:
          (Increase) decrease in operating assets                   961      (3,460)
          Increase (decrease) in operating liabilities           (1,230)     (1,046)
                                                               --------    --------
  
    Net cash provided by operating activities                    12,892       3,916
  
  Investing Activities:
    Purchase of property and equipment                           (3,243)     (1,908)
    Net cash paid for acquisitions                                 (740)     (2,066)
                                                               --------    --------
  
    Net cash utilized by investing activities                    (3,983)     (3,974)
  
  Financing Activities:
    Payment of long-term debt and other obligations              (3,786)     (1,626)
    Proceeds from stock issuances                                 1,321         342
                                                               --------    --------
  
    Net cash utilized by financing activities                    (2,465)     (1,284)
  
  Effect of exchange rate changes on cash and
   cash equivalents                                                 (14)         57
                                                               --------    --------
  
  Increase (decrease) in cash and cash equivalents                6,430      (1,285)
  
  Cash and cash equivalents, beginning of year                    8,965       9,156
                                                               --------    --------
  
  Cash and cash equivalents, end of period                     $ 15,395    $  7,871
                                                               ========    ========
  
  Supplemental Disclosures of Cash Flow Information
    Cash paid for:
  
       Interest                                                $    389    $    356
                                                               ========    ========
  
       Income taxes                                            $  3,231    $  3,931
                                                               ========    ========
  The accompanying notes are an integral part of these condensed consolidated
  financial statements.
  
                                         5
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE A - 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 nine months ended
  September 30, 1996 are not necessarily indicative of the results that may be
  expected for the year ending December 31, 1996. Certain amounts have been
  reclassified to conform with the 1996 presentation. 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, 1995.
  
  On September 20, 1995, the Board of Directors declared a three-for-two split of
  the Company's common stock, effective November 10, 1995 for shareholders of
  record on October 27, 1995. On June 27, 1996, the Board of Directors declared a
  second three-for-two split of the Company's common stock, effective July 26,
  1996 for shareholders of record on July 12, 1996. The stated par value per share
  of common stock was not changed from its existing amount of $.01 per share for
  both stock splits. All share and per share data presented in the financial
  statements herein have been restated to reflect both stock splits.
  
  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.
  
  NOTE B - ACQUISITIONS
  
  Effective March 1,1996, the Company acquired the outstanding stock of People
  Tech Consulting, Inc. ("People Tech"), located in Toronto, Canada. This
  transaction has been accounted for using the purchase method. The aggregate
  purchase price of the acquisition was approximately $2,960,000, including the
  costs of acquisition. The purchase price exceeded the fair value of the assets
  acquired by approximately $2,750,000.
  
  In connection with this acquisition, the Company utilized $4.0 million Canadian
  dollars (or approximately $2,960,000) from its line of credit at the floating
  overnight borrowing rate of the bank.
  
                                         6
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE C - GEOGRAPHIC SEGMENTS
  
  Summarized operations of each of the Company's geographic segments in the
  aggregate as of September 30, 1996 and 1995 and for the nine month periods then
  ended are as follows:
  
                                    (Dollars in Thousands)
   1996                        US      Canada    Europe      Total
  
  Identifiable assets       $57,855   $ 6,260   $ 6,002   $ 70,117
                            =======   =======   =======   ========
  
  Revenue                   $78,638   $ 6,361   $ 8,149    $93,148
                            =======   =======   =======   ========
  
  Operating income          $11,568   $    78   $   502    $12,148
                            =======   =======   =======   ========
  
  Depreciation and
     amortization           $ 2,901   $   359   $   337    $ 3,597
                            =======   =======   =======   ========
  
  Capital expenditures      $ 3,099   $    59   $    85    $ 3,243
                            =======   =======   =======   ========
  
   1995                        US      Canada    Europe      Total
  
  Identifiable assets       $49,265   $ 2,786   $ 6,763    $58,814
                            =======   =======   =======   ========
  
  Revenue                   $72,572   $ 4,870   $ 6,207    $83,649
                            =======   =======   =======   ========
  
  Operating income (loss)   $ 8,425   $ 1,256   $  (287)   $ 9,394
                            =======   =======   =======   ========
  
  Depreciation and
      amortization          $ 2,815   $   129   $   212    $ 3,156
                            =======   =======   =======   ========
  
  Capital expenditures      $ 1,745   $    77   $    86    $ 1,908
                            =======   =======   =======   ========
  
  NOTE D -  STOCKHOLDERS' EQUITY
  
  Effective January 1, 1996, the Company awarded 29,250 shares of restricted stock
  to its Executive Officers, pursuant to its 1993 Stock Incentive Plan.
  Compensation expense of approximately $400,000, related to these shares and to
  a 1995 restricted share grant, was charged to general sales, consulting and
  administration expense during the nine months ended September 30, 1996.
  
                                         7
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  On May 9, 1996, the Board of Directors approved the creation of an Employee
  Stock Purchase Plan, effective July 1, 1996, thereby authorizing under this Plan
  the issuance of 150,000 shares of the Company's common stock. The Plan allows
  employees to purchase the Company's common stock at 85% of the market price.
  
  Stock option activity for the nine month period ended September 30, 1996 is
  summarized as follows:
  
        Outstanding at January 1, 1996                     1,274,534
        Granted at $15.17 - $24.33 per share                 273,300
        Canceled or expired during the period                (31,500)
        Exercised during the period                         (313,789)
                                                           ---------
        Outstanding at September 30, 1996                  1,202,545
                                                           =========
  
  PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                     RESULTS OF OPERATIONS
  
  Results of Operations
  ---------------------
  
  For the three months ended September 30, 1996, income before income taxes
  increased 19% or $598,000 over the corresponding quarter in 1995. For the nine
  months ended September 30, 1996, income before income taxes increased 33% or
  $3,019,000 over the corresponding period in the prior year. These increases
  resulted principally from a combination of greater Company office revenue and
  improved operating efficiencies in Company offices, offset by pre-tax losses at
  the Company's People Tech consulting business. The pre-tax losses at People Tech
  were $482,000 and $1,107,000 for the three months and nine months ended
  September 30, 1996, respectively.
  
  For the three months ended September 30, 1996, revenue generated by Company
  offices increased 1% or $144,000 over the corresponding quarter in 1995. Company
  office revenue, on a same office basis, decreased approximately 4% due to a
  general industry slow down during the summer months, offset by revenue growth
  from acquisitions made since the third quarter of 1995, which included the
  Company's former Providence Affiliate and People Tech. Revenue from these
  acquisitions totaled approximately $1,134,000 for the quarter ended September
  30, 1996.
  
  For the nine months ended September 30, 1996, revenue generated by Company
  offices increased 11% or $9,063,000 over the corresponding period in 1995. This
  increase was due to 5% revenue growth in existing Company offices and also a
  result of the acquisitions made since the third quarter of 1995 detailed in the
  
                                         8
  MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                     (Continued)
  
  preceding paragraph. Revenue from these acquisitions totaled approximately
  $3,457,000 for the nine months ended September 30, 1996.
  
  For the three months ended September 30, 1996, Affiliate royalties increased 29%
  or $294,000 over the corresponding quarter in 1995. For the nine months ended
  September 30, 1996, Affiliate royalties increased 14% or $436,000. Same office
  growth in Affiliate royalties was approximately 34% and 21% for the quarter and
  nine months ended September 30, 1996, respectively. This same office growth for
  Affiliates was the result of increased market penetration, particularly in the
  Southeast and North Central regions in the United States, offset by reduced
  royalties resulting from the Company's acquisition of the Providence Affiliate.
  Revenue from the Providence office is reflected as Company office revenue
  subsequent to the acquisition.
  
  For the three months ended September 30, 1996, consultants' compensation and
  Company office expenses in the aggregate increased 4% or $779,000 over the
  corresponding quarter in 1995. Aggregate Company office margins were 18% for the
  quarter versus 20% for the prior year's quarter. The decrease in margins is due
  primarily to a loss incurred in the Company's People Tech consulting business.
  Aggregate Company office margins in the core outplacement business for the
  quarter were 20%, which is consistent with the corresponding quarter in 1995.
  
  For the nine months ended September 30, 1996, consultants' compensation and
  Company office expenses in the aggregate increased 10% or $6,667,000 over the
  corresponding period in 1995. Aggregate Company office margins were 20% for both
  the current and prior year's nine month period. Aggregate Company office margins
  in the core outplacement business for year-to-date 1996 were 22%. The
  improvement is a reflection of enhanced pricing and certain operating
  efficiencies in the core outplacement business.
  
  For the three months ended September 30, 1996, general sales, consulting and
  administration expense decreased 24% or $753,000 over the corresponding quarter
  in 1995. The decrease is primarily due to reduced incentive compensation costs
  for the quarter as Company targets were not achieved. The Company's incentive
  compensation structure is linked principally to operating results. Should the
  Company meet internal operating targets in the fourth quarter of 1996, incentive
  compensation costs will increase accordingly.
  
  For the nine months ended September 30, 1996, general sales, consulting and
  administration expense increased $78,000 or 1% over the corresponding period in
  1995. The minor increase is due to the reduction in incentive compensation costs
  in the current quarter detailed above, offset by increased costs for the
  Company's continuing investments in technology and charges relating to the
  issuance of restricted stock in January 1995 and 1996. Expenses in this category
  as a percentage of total revenue were 11% for the nine months ended September
  30, 1996, as compared to 12% for the corresponding period in 1995.
  
  The Company's effective tax rate for the quarter ended September 30, 1996 was
  approximately 42% compared to approximately 39% for the same quarter in 1995.
  The Company's effective tax rate for the nine months ended September 30, 1996
  was approximately 41% compared to approximately 39% for the same period in 1995.
  
                                         9
  MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                     (Continued)
  
  This increase resulted primarily from the operating loss incurred by People Tech
  for which the Company can not currently recognize a tax benefit, as well as
  increases in certain state income taxes.
  
  Capital Resources and Liquidity
  -------------------------------
  
  At September 30, 1996 and December 31,1995, the Company had cash and cash
  equivalents of $15,395,000 and $8,965,000, respectively. In general, the
  increase in cash and cash equivalents is the result of higher net income,
  improved accounts receivable collections, and proceeds from stock issuances,
  offset by debt payments and investments in property and equipment.
  
  Net cash utilized by investing activities amounted to $3,983,000 and $3,974,000
  for the nine months ended September 30, 1996 and 1995, respectively. The Company
  continues to purchase equipment and technology to meet the needs of its
  expanding operations and enhance operating efficiencies. Additionally, during
  1995 and 1996, the Company has acquired five consulting firms, including People
  Tech, for a combination of cash and non-cash items, including assumption of
  incomplete contracts, future defined incentives and other considerations. The
  nine month 1996 net cash paid for acquisitions amount on the statement of cash
  flows is net of the borrowing made for the People Tech acquisition, which is
  described below.
  
  Net cash utilized by financing activities amounted to $2,465,000 and $1,284,000
  for the nine months ended September 30, 1996 and 1995, respectively. The
  activity during 1996 and 1995 were payments on the Company's borrowings and
  defined incentives for acquisitions made in previous years, as discussed above,
  in excess of proceeds from stock issuances.
  
  In addition to cash flow provided by operations, the Company has borrowing
  facilities to provide for increased working capital needs as well as to make
  funds available for future acquisition opportunities. The Company's total
  borrowing capacity has increased from $10,000,000 to $15,000,000 through its
  Revolving Credit Agreement with its primary bank and a second lender. During
  1996, the Company completed the acquisition of People Tech, utilizing 4.0
  million Canadian dollars (approximately $2,960,000) from its revolving credit
  facility at the floating overnight borrowing rate of the bank, all of which
  remains outstanding at September 30, 1996.
  
  The Company anticipates that its cash and working capital will be sufficient to
  service its existing debt, commitments and 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.
  
                                         10
  PART II - OTHER INFORMATION
  
  Items  1, 2, 3, 4, and 5 were  not  applicable  in the  period  ended  September
  30, 1996.
  
  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.
  
           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                    November 14, 1996
           ------------------------                           Date
           Richard J. Pinola  
           Chairman of the Board
           and Chief Executive Officer
  
           BY:\S\ G. LEE BOHS                          November 14, 1996
           ------------------------                           Date
           G. Lee Bohs 
           Chief Financial Officer
           and Principal Accounting Officer
  
                                         11