content: FORM 10-Q
  
                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  (X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
  
           For the quarterly period ended March 31,1999         
  
                                         OR
  
  ( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
           OF THE SECURITIES AND EXCHANGE ACT OF 1934
  
           For the transition period from               to              
  
  
                           Commission File Number 0-15539 
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
               (Exact name of registrant as specified in its charter)
  
  
            Pennsylvania                                      23-2153729     
    (State of other jurisdiction of                         (IRS Employer
     incorporation of organization)                      Identification No.)
  
  
      1818 Market Street, Philadelphia, Pennsylvania                  19103   
        (Address of principal executive offices)                   (Zip Code)
  
           Registrant's telephone number, including area code:  (215) 988-1588
  
           Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
           reports  required to be filed by Section 13 or 15(d) of the  Securities
           Exchange  Act of 1934  during  the  preceding  12  months  (or for such
           shorter  period that the registrant was required to file such reports),
           and (2) has been  subject to such filing  requirements  for the past 90
           days.
  
                         Yes       X                        No               
  
           Indicate  the  number of  shares  outstanding  of each of the  issuer's
           classes of common stock as of April 30, 1999:
  
           Common Stock, $0.01 par value                  6,644,411      
           -----------------------------            --------------------
                        Class                         Number of Shares
  
  
  <PAGE>
  <TABLE>
  <CAPTION>
                                                   Right Management Consultants, Inc.
                                                  Condensed Consolidated Balance Sheets
                                                (Dollars in Thousands Except Share Data)
  
                                                                                           March 31,        December 31,
                                                                                              1999             1998
                                                                                              ----             ---- 
                                                                                           (Unaudited)
                                                                 Assets
  <S>                                                                                        <C>              <C>     
         Current Assets:
         Cash and cash equivalents                                                           $ 10,887         $ 20,800
         Accounts receivable, trade, net of allowance for doubtful accounts
             of $1,360 and $1,066 in 1999 and 1998, respectively                               37,248           33,271
         Royalties and fees receivable from Affiliates                                          3,474            3,809
         Other current assets                                                                   4,500            3,004
                                                                                           -----------      -----------
                Total current assets                                                           56,109           60,884
  
         Property and equipment, net of accumulated depreciation of $23,560
            and $22,086 in 1999 and 1998, respectively                                         17,494           15,983
  
         Intangible assets, net of accumulated amortization of $8,789 and
             $8,114 in 1999 and 1998, respectively                                             37,763           33,947
         Other noncurrent assets                                                                3,804            3,781
                                                                                           -----------      -----------
                Total Assets                                                                 $115,170         $114,595
                                                                                           ===========      ===========
  
  
  
  
                                                  Liabilities and Shareholders' Equity
  
  
         Current Liabilities:
         Current portion of long-term debt and other obligations                              $ 5,256          $ 5,124
         Accounts and commissions payable                                                      10,220           10,086
         Accrued incentive compensation and benefits                                            6,027           15,490
         Other accrued expenses                                                                 9,909            8,191
         Deferred income                                                                        8,315            6,712
                                                                                           -----------      -----------
                Total current liabilities                                                      39,727           45,603
                                                                                           -----------      -----------
  
         Long-term debt and other obligations                                                  13,152            9,065
                                                                                           -----------      -----------
  
         Deferred compensation                                                                  1,903            1,785
                                                                                           -----------      -----------
  
         Minority interest in subsidiaries                                                      1,378            1,324
                                                                                           -----------      -----------
  
         Shareholders' Equity:
         Preferred stock, no par value; 1,000,000 shares authorized; no
             shares issued or outstanding                                                           -                -
         Common stock, $.01 par value; 20,000,000 shares authorized;
             7,265,385 and 7,255,765 shares issued in 1999 and 1998, respectively                  72               72
         Additional paid-in capital                                                            16,808           16,448
         Retained earnings                                                                     47,451           44,970
         Accumulated other comprehensive income                                                  (771)            (727)
                                                                                           -----------      -----------
                                                                                               63,560           60,763
         Less treasury stock, at cost, 587,952 and 547,952 shares                              (4,550)          (3,945)
             in 1999 and 1998, respectively                                                -----------      -----------
                Total shareholders' equity                                                     59,010           56,818
                                                                                           -----------      -----------
                Total Liabilities and Shareholders' Equity                                   $115,170         $114,595
                                                                                           ===========      ===========
  </TABLE>
           The accompanying notes are an integral part of these condensed
                         consolidated financial statements.
  
  
                                          1
  <PAGE>
  <TABLE>
  <CAPTION>
                                                   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,
                                                                                       1999               1998
                                                                                       -----              ----
  <S>                                                                                  <C>                <C>     
       Revenue:
       Company office revenue                                                          $ 48,647           $ 37,233
       Affiliate royalties                                                                1,292              1,040
                                                                                 ---------------    ---------------
  
       Total revenue                                                                     49,939             38,273
                                                                                 ---------------    ---------------
  
       Expenses:
       Consultants' compensation                                                         19,684             15,800
       Office sales and consulting support                                                3,622              2,289
       Office depreciation                                                                1,160                926
       Office administration                                                             15,011             12,137
       General sales and administration                                                   4,814              3,335
       Depreciation and amortization                                                      1,122                940
                                                                                 ---------------    ---------------
  
       Total expenses                                                                    45,413             35,427
                                                                                 ---------------    ---------------
  
       Income from operations                                                             4,526              2,846
  
       Interest expense                                                                      45                237
                                                                                 ---------------    ---------------
  
       Income before income taxes                                                         4,481              2,609
  
       Provision for income taxes                                                         1,946              1,116
  
       Minority interest in net income of subsidiary                                         54                 30
                                                                                 ---------------    ---------------
  
       Net income                                                                       $ 2,481            $ 1,463
                                                                                 ===============    ===============
  
       Basic earnings per share                                                          $ 0.37             $ 0.22
                                                                                 ===============    ===============
  
       Diluted earnings per share                                                        $ 0.36             $ 0.22
                                                                                 ===============    ===============
  
       Basic weighted average number of shares outstanding                                6,711              6,695
                                                                                 ===============    ===============
  
       Diluted weighted average number of shares outstanding                              6,810              6,778
                                                                                 ===============    ===============
  </TABLE>
  
           The accompanying notes are an integral part of these condensed
                         consolidated financial statements.
  
                                         2
  <PAGE>
  <TABLE>
  <CAPTION>
                                                   Right Management Consultants, Inc.
                                             Condensed Consolidated Statements of Cash Flows
                                                         (Dollars in Thousands)
                                                               (Unaudited)
                                                              Three Months Ended March 31,
                                                                   1999          1998
                                                                 --------      --------
  <S>                                                            <C>           <C>     
  Operating Activities:
    Net income                                                   $  2,481      $  1,463
    Adjustments to reconcile net income to net cash
      provided by (utilized for) operating activities:
        Depreciation and amortization                               2,282         1,866
        Deferred income taxes                                          --           423
        Minority interest in net income of subsidiary                  54            30
        Provision for doubtful accounts                               300           120
        Other non-cash items                                          258           254
        Changes in operating accounts:
            (Increase) in operating assets                         (3,451)       (9,859)
            Increase (decrease) in operating liabilities           (8,225)        6,961
                                                                 --------      --------
  
    Net cash provided by (utilized for) operating activities       (6,301)        1,258
                                                                 --------      --------
  
  Investing Activities:
    Purchase of property and equipment                             (2,912)       (1,742)
    Net cash paid for acquisitions                                 (4,684)       (3,748)
                                                                 --------      --------
  
    Net cash utilized for investing activities                     (7,596)       (5,490)
                                                                 --------      --------
  
  Financing Activities:
    Borrowings                                                      5,529         3,600
    Payment of long-term debt and other obligations                (1,300)         (500)
    Repurchase of Common Stock                                       (605)           --
    Proceeds from stock issuances                                     360           177
                                                                 --------      --------
  
    Net cash provided by financing activities                       3,984         3,277
                                                                 --------      --------
  
  Decrease in cash and cash equivalents                            (9,913)         (955)
  
  Cash and cash equivalents, beginning of period                   20,800         7,583
                                                                 --------      --------
  
  Cash and cash equivalents, end of period                       $ 10,887      $  6,628
                                                                 ========      ========
  
  
        Supplemental Disclosures of Cash Flow Information
          Cash paid for:
  
             Interest                                            $    229      $    237
                                                                 ========      ========
  
             Income taxes                                        $    668      $    571
                                                                 ========      ========
  </TABLE>
  
     The accompanying notes are an integral part of these condensed consolidated
                               financial statements.
  
                                          3
  <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,  1999  are not  necessarily  indicative  of the  results  that may be
  expected for the year ending December 31, 1999. For further  information,  refer
  to the financial  statements and footnotes  thereto included in Right Management
  Consultants  Inc.'s Annual  Report on Form 10-K for the year ended  December 31,
  1998.
  
  Principles of Consolidation
  
  The consolidated  financial  statements include the accounts of Right Management
  Consultants,  Inc.  ("the  Company")  and its  wholly-owned  and  majority-owned
  subsidiaries.  All significant intercompany  transactions and balances have been
  eliminated in consolidation.
  
  Comprehensive Income
  
  Comprehensive income is defined as net income plus revenues, expenses, gains and
  losses that, under generally accepted accounting  principles,  are excluded from
  net  income.  The  Company's   comprehensive  income  includes  net  income  and
  unrealized gains and losses from foreign currency translation  adjustments.  The
  earnings  associated with the Company's  investment in its foreign  subsidiaries
  are considered to be permanently  invested and no provision for U.S. federal and
  state income taxes has been provided for on these foreign  currency  translation
  adjustments.  Total  comprehensive  income for the three  months ended March 31,
  1999 and 1998 was $2,437,000 and $1,550,000, respectively.
  
  Reclassifications
  
  Certain 1998 amounts have been reclassified to conform to the 1999 presentation.
  
                                         4
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE B - ACQUISITIONS
  
  Effective  January 1, 1999, the Company  acquired the  outstanding  stock of two
  European  consulting  firms  and  one  European  career  transition  firm  for a
  combination of cash and future defined contingent  payments.  The firms included
  Groupe ARJ, with offices in Lyon and Paris  France,  Jouret  Management  Center,
  based in Brussels,  Belgium, and N.V. Claessens Belgium, S.A., with four offices
  in  Belgium.  The  aggregate  purchase  price  for  these  acquisitions  totaled
  approximately $5,337,000,  including costs of acquisitions and will be accounted
  for using the  purchase  method.  The  Company  has funded  $5,100,000  of these
  acquisitions through borrowings under the Credit Agreement. The Company acquired
  $1,000,000  in cash  from  these  acquisitions  resulting  in net  cash  paid of
  approximately   $4,684,000,   including   earnout   payments  related  to  prior
  acquisitions.  The purchase price exceeded the fair value of the assets acquired
  by $4,660,000.
  
  The pro-forma impact of these acquisitions on results of operations,  if any one
  of the  acquisitions  had  been  consummated  at the  beginning  of each  period
  presented,  is immaterial to the consolidated  financial  statements as a whole,
  and has been omitted.
  
  NOTE C - DEBT AND OTHER OBLIGATIONS
  
  As of March 31, 1999,  total  borrowings  under the Company's  Credit  Agreement
  amounted to  $17,358,000,  including the $5,100,000  floating rate borrowing for
  the three recent European acquisitions (See Note B).
  
  As of March 31, 1999, the Company has entered into five fixed interest rate swap
  agreements  ("Swap   Agreements")  with  an  aggregate   notional  principal  of
  $12,258,000 with scheduled quarterly reductions of notional principal over three
  to five years.  The fixed interest rates under these Swap Agreements  range from
  5.79% to 7.08% at March 31, 1999. The purpose of these Swap Agreements is to fix
  interest  rates on  variable  rate debt and reduce  exposure  to  interest  rate
  fluctuations. Under these Swap Agreements, the Company pays its lenders interest
  at a weighted average fixed rate of 6.61% and its lenders are paying the Company
  interest at a weighted  average  variable  rate of 6.06% at March 31, 1999.  The
  notional amounts do not represent  amounts exchanged by the parties and thus are
  not a measure of exposure of the  Company.  The amounts  exchanged  are normally
  based on the notional amounts and other terms of the swaps. The weighted average
  variable rates are subject to change over time as LIBOR fluctuates.
  
  At March 31, 1999,  the Company has no exposure to credit loss on these interest
  rate swaps.  The Company is not a party to  leveraged  derivatives  and does not
  hold or issue financial  instruments for speculative  purposes.  The Company has
  made  adjustments  to  interest  expense  for the net cash paid or  received  on
  interest  rate swap  agreements.  The  impact of the  above  interest  rate swap
  agreements on interest expense has been immaterial to date.
  
                                         5
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE D - EARNINGS PER SHARE
  
  The  Company  utilizes  SFAS No.  128,  "Earnings  per Share" to  calculate  its
  earnings per share ("EPS").  The calculation of EPS under SFAS No. 128 for March
  31, 1999 and 1998 are detailed below.
  
                                               For the three months
                                                  ended 3/31/99
                                          Income         Shares         EPS
      Basic EPS:
      Net income                          $2,481,000      6,711,000      $0.37
                                                                         =====
      Impact of options                           --         99,000
                                          ----------      ---------    
      Diluted EPS:
      Net income                          $2,481,000      6,810,000      $0.36
                                          ==========      =========      =====
  
  
                                                 For the three months
                                                    ended 3/31/98
                                          Income         Shares         EPS
      Basic EPS:
      Net income                          $1,463,000      6,695,000      $0.22
                                                                         =====
      Impact of options                           --         83,000
                                          ----------      ---------
      Diluted EPS:
      Net income                          $1,463,000      6,778,000      $0.22
                                          ==========      =========      =====
  
  
  For the three  months  ended  March 31,  1999,  outstanding  options to purchase
  271,188  shares of Company  Common Stock at $16.75 to $24.33 were  excluded from
  the computation of diluted EPS, as the options'  exercise price was greater than
  the average market price of the Common Stock.
  
  NOTE E - SEGMENTS
  
  In June 1997,  SFAS No. 131,  "Disclosures  about  Segments of an Enterprise and
  Related  Information,"  was issued  effective  for  fiscal  years  ending  after
  December 15, 1998. SFAS No. 131 establishes  standards for reporting information
  about operating  segments and related  disclosures  about products and services,
  geographic  areas,  and major  customers.  Operating  segments  are  defined  as
  components  of an  enterprise  about which  separate  financial  information  is
  available that is evaluated  regularly by the chief operating  decision maker in
  deciding how to allocate resources and in assessing performance.
  
                                         6
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE E - SEGMENTS (Continued)
  
  The  Company's  operations  are  segregated  into two lines of business:  career
  transition and human resources and career management consulting  ("consulting").
  The Company  operates these lines of business across the geographic  segments of
  the United States,  Canada,  Europe and  Asia-Pacific.  These  operations  offer
  different services and require different marketing strategies. Career transition
  offers  support  for  organizational  realignment  and  redeployment,  including
  assistance  in handling the initial  difficulties  of  termination,  identifying
  continuing  career goals and options,  and aiding in  developing  skills for the
  search  for  a  new  job.   Consulting  offers   organizational  and  individual
  assessment,   interventions  in  change  management,  leadership  and  executive
  development,  transformation  planning,  cultural  integration  in  mergers  and
  acquisitions,  career development and restructuring planning. With more than 170
  service  locations  worldwide,  the Company  manages  operations  by  geographic
  segments to enhance  global  growth and  establish  major  accounts  with global
  clients.  The Company  primarily  delivers  its  services to mid-size  and large
  industrial and service companies, with no concentration in specific companies or
  industries.
  
  Summarized  operations  of  each of the  Company's  geographic  segments  in the
  aggregate  as of March 31,  1999 and 1998 and for the three month  periods  then
  ended are as follows:
  <TABLE>
  <CAPTION>
                                                      (Dollars in Thousands)
  1999                           United States    Canada       Europe    Asia-Pacific  Consolidated
  <S>                               <C>          <C>          <C>          <C>          <C>     
  Identifiable assets               $ 85,850     $  6,563     $ 16,977     $  5,780     $115,170
                                    ========     ========     ========     ========     ========
  
  Revenue                             38,162        2,592        5,725        3,460       49,939
                                    ========     ========     ========     ========     ========
  
  Operating income (1)                 3,401          268          635          222        4,526
                                    ========     ========     ========     ========     ========
  
  Depreciation and amortization        1,860          144          129          149        2,282
                                    ========     ========     ========     ========     ========
  
  Capital expenditures                 2,274           67           78          493        2,912
                                    ========     ========     ========     ========     ========
  
  
  1998                           United States    Canada       Europe    Asia-Pacific  Consolidated
  
  Identifiable assets               $ 74,644     $  6,874     $  6,645     $  5,193     $ 93,356
                                    ========     ========     ========     ========     ========
  
  Revenue                             29,084        2,695        3,365        3,129       38,273
                                    ========     ========     ========     ========     ========
  
  Operating income (1)                 1,739          410          597          100        2,846
                                    ========     ========     ========     ========     ========
  
  Depreciation and amortization        1,470          128          112          156        1,866
                                    ========     ========     ========     ========     ========
  
  Capital expenditures                 1,342          122          150          128        1,742
                                    ========     ========     ========     ========     ========
  </TABLE>
  
  (1)  The operating  income reported for the United States segment includes total
       general  sales  and  administration   expense  reported  on  the  Condensed
       Consolidated Statements of Income.
  
                                         7
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE E - SEGMENTS (Continued)
  
  Revenues  and  expenses  of the  Company's  lines of  business  for the  Company
  offices,  excluding  the total  general  sales and  administration  expenses and
  Affiliate royalties,  are evaluated by management.  The Company does not measure
  assets by lines of  business  as  assets  are  generally  not  distinctive  to a
  particular  line of business and they are not  fundamental in assessing  segment
  performance.  Revenue  and  Company  office  operating  income  for  each of the
  Company's  lines of business in the  aggregate  for the three months ended March
  31, 1999 and 1998 are as follows:
  <TABLE>
  <CAPTION>
                                                      Career             Consulting       Consolidated
  1999                                             Transition
  <S>                                               <C>                    <C>           <C>     
   Company office revenue                           $ 41,712               $ 6,935          $ 48,647
                                                    ========               =======          ========
  
   Company office operating                            8,691                   479             9,170
   income                                           ========               =======          ========
  
  
                                                      Career             Consulting       Consolidated
  1998                                             Transition
  
   Company office revenue                           $ 31,773               $ 5,460          $ 37,233
                                                    ========               =======          ========
  
   Company office operating                            5,280                   801             6,081
   income                                           ========               =======          ========
  </TABLE>
  
  
  NOTE F - SHAREHOLDERS' EQUITY
  
  In March 1997, the Board of Directors (the "Board")  approved a stock repurchase
  program  under which the Company is  authorized  to  repurchase up to 10% of its
  currently  outstanding  Common  Stock.  Any shares  repurchased  will be held as
  treasury  shares and be available to the Company for any use in various  benefit
  plans and, when authorized by the Board, for other general  corporate  purposes.
  The Board has authorized  Company management to pursue the repurchase program in
  open market transactions from time-to-time, depending upon market conditions and
  other factors.
  
  During 1998 and 1997,  the  Company  repurchased  167,500 and 127,500  shares of
  Common Stock at an aggregate  purchase  price of  approximately  $2,049,000  and
  $1,379,000, respectively.
  
  In March  1999,  the Company  repurchased  40,000  shares of Common  Stock at an
  aggregate purchase price of $605,000, or $15.125 per share.
  
  Subsequent to March 31, 1999,  the Company  repurchased  62,000 shares of Common
  Stock at an aggregate purchase price of approximately  $876,000,  or $14.125 per
  share.
  
  
                                         8
  <PAGE>
                         RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE F - SHAREHOLDERS' EQUITY (Continued)
  
  As of April 30, 1999,  the Company has  repurchased a total of 397,000 shares of
  Common Stock at an aggregate  purchase price of  approximately  $4,909,000 under
  this stock repurchase program.
  
  
  NOTE G - SUBSEQUENT EVENT
  
  Subsequent  to March 31,  1999,  the  Company  has  signed a letter of intent to
  acquire a 20% equity  interest in privately  held Way  Station,  Inc., a leading
  career transition consulting firm in Japan, with offices in Tokyo, Nagoya, Osaka
  and  Fukuoka.  The  transaction,  subject to due  diligence  and the  signing of
  definitive agreements,  is scheduled to be consummated during June 1999, with an
  effective date of April 1, 1999.
  
  The pro-forma  impact of this  transaction on results of future  operations,  is
  expected to be immaterial.
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         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, 1999,  revenue generated by Company offices
  increased by 31% or $11,414,000  from the  corresponding  quarter in 1998.  This
  increase is due to same office revenue growth of approximately  24%, in addition
  to $2,629,000 in incremental revenues from acquisitions  consummated  subsequent
  to the first quarter 1998. The same office revenue growth was derived  primarily
  from the U.S. and European operations.
  
  For the three months ended March 31, 1999,  revenue generated by Company offices
  within the outplacement  line of business  increased by 31% or $9,939,000.  This
  outplacement   revenue  increase  is  due  to  same  office  revenue  growth  of
  approximately 30%,  primarily  attributed to increased activity from its new and
  existing major international and national accounts across all industries under a
  stabilized pricing environment.
  
  For the three months ended March 31, 1999,  revenue generated by Company offices
  within the  consulting  line of business  increased by 27% or  $1,475,000.  This
  increase in consulting  revenues is due to $2,168,000  in  incremental  revenues
  from consulting  acquisitions  consummated subsequent to the first quarter 1998,
  and is partly offset by a same office revenue decrease of 13%.
  
  For the three months ended March 31, 1999,  Affiliate royalties increased 24% or
  $252,000 from the corresponding quarter in 1998.
  
  For the three  months  ended  March 31,  1999,  total  Company  office  expenses
  increased  27% or  $8,325,000  over the  corresponding  quarter  in  1998.  This
  increase is due to $2,604,000 in incremental costs from acquisitions consummated
  subsequent  to the first  quarter  1998,  as well as an increase in office level
  employee  incentives,  payroll  taxes  and  career  center  costs.  The  Company
  exceeding   target   performance  for  the  first  quarter  1999  has  triggered
  corresponding increases in office level incentives and payroll taxes.
  
  Aggregate  Company  office margin was 19% and 16% for the first quarter 1999 and
  1998,  respectively.  The  increase in margin is  attributable  primarily to the
  previously  mentioned  revenue growth,  particularly in the outplacement line of
  business,  and to improved  results in the  Asia-Pacific  segment  over the same
  period  last year,  all of which were  partly  offset by  increased  funding for
  office level incentives.
  
  For the three  months  ended March 31, 1999,  general  sales and  administration
  expenses  increased by 39% or $1,661,000 over the corresponding  period in 1998.
  This  increase is due  primarily to Corporate  incentive  compensation  expense,
  translation  expense and increased charges for  depreciation.  General sales and
  administrative expenses as a percentage of total revenues were approximately 12%
  for the first quarter 1999 versus 11% for the first quarter 1998.
  
                                         10
  <PAGE>
                                   PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  For the three months ended March 31, 1999, the Company's  effective tax rate was
  approximately 43% consistent with that of 1998.
  
  Capital Resources and Liquidity
  
  At  March  31,  1999  and  December  31,  1998,  the  Company  had cash and cash
  equivalents of $10,887,000 and $20,800,000,  respectively. At March 31, 1999 and
  December  31,  1998,  the  Company  had  working   capital  of  $16,382,000  and
  $15,281,000, respectively.
  
  Net cash utilized for operating  activities amounted to $6,301,000 for the first
  quarter 1999 versus cash provided by operating  activities of $1,258,000 for the
  first quarter 1998.  The change in cash is the result of incentive  compensation
  payments made in the first quarter 1999 due to the Company exceeding revenue and
  operating income targets in 1998.
  
  Net cash utilized for investing activities amounted to $7,596,000 and $5,490,000
  for the three  months  ended March 31, 1999 and 1998,  respectively.  During the
  first quarter 1999, the Company  acquired two European  consulting firms and one
  European  career  transition  firm for a combination  of cash and future defined
  contingent  payments  (See  Note  B  to  the  Condensed  Consolidated  Financial
  Statements).  Additionally,  the Company  continues  to purchase  equipment  and
  technology  to meet the needs of its  expanding  operations  and to enhance  its
  operating efficiency.
  
  Net cash provided by financing  activities amounted to $3,984,000 and $3,277,000
  for the three months ended March 31, 1999 and 1998,  respectively.  The net cash
  inflow for 1999 was primarily  the result of the  $5,100,000  borrowing  made to
  complete  the  three  European   acquisitions  (see  Note  B  to  the  Condensed
  Consolidated Financial Statements), partly offset by repayments on the Company's
  borrowings and the repurchase of Common Stock.
  
  Under its revolving  credit facility with its two primary  lenders,  the Company
  has a $40,000,000 borrowing capacity. The Company had approximately  $22,642,000
  available  under the revolving  credit  facility at March 31, 1999.  The Company
  plans to utilize the  revolving  credit  facility to assist in the  financing of
  future acquisitions as they arise and for other general corporate purposes.
  
  The Company  anticipates that its cash and working capital will be sufficient to
  service its  existing  debt,  outstanding  commitments  and to maintain  Company
  operations  at current  levels for the  foreseeable  future.  The  Company  will
  continue to consider  acquisitions  and other  expansion  opportunities  as they
  arise,  although the economics,  strategic  implications and other circumstances
  justifying the expansion will be key factors in determining  the amount and type
  of resources the Company will commit.
  
  
                                         11
  <PAGE>
                                   PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  Year 2000
  
  During 1998, the Company completed its evaluation of the potential impact of the
  year 2000 and developed a project plan ("the Y2K Plan") to ensure the compliance
  of its major operating  systems by the year of 2000. As a service  company,  the
  Company's  operating  systems  principally  include  financial,  operational and
  communication  applications.  As part of its year 2000 project plan, the Company
  has developed a replacement  billing system which began operating in April 1999.
  The Y2K Plan also  details  the  timetable  to upgrade or replace  non-compliant
  systems in the above areas as well as to confirm year 2000  compliance  with the
  Company's key vendors.  At this time,  the Company is  progressing in accordance
  with the  timetable  set forth with  respect to all  aspects of the Y2K Plan and
  believes that the potential  risks to its business  operations are not material.
  The Company  estimates that the total capital  expenditures to be incurred under
  the Y2K Plan will be in the range of $1,400,000  to  $1,600,000  during 1999, of
  which  approximately  $800,000  is  attributable  to normal  costs  for  systems
  upgrades  or  replacements  that the Company  normally  would  undertake  in its
  ongoing  operations.  Capitalized items will be depreciated over the useful life
  of the asset.  Non-capitalizable costs related to year 2000 issues are estimated
  to be $300,000,  which will be expensed as incurred. The Company does not expect
  these  costs  to have a  material  impact  on its  business,  operations  or its
  financial condition.
  
  Forward Looking Statements
  
  Statements  included  in  this  Report  on  Form  10-Q,  including  within  this
  Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
  Operations  which are not  historical in nature,  are intended to be, and hereby
  are identified as "forward  looking  statements" for purposes of the safe harbor
  provided by the Private  Securities  Litigation  Reform Act of 1995. The Company
  cautions readers that forward looking  statements  including without  limitation
  those relating to the Company's  future business  prospects,  revenues,  working
  capital,  liquidity,  capital  needs,  interest  costs and income are subject to
  certain  risks and  uncertainties  that  could  cause  actual  results to differ
  materially from those indicated in the forward looking statements due to several
  important  factors  identified from time to time in the Company's  reports filed
  with the  Securities  and Exchange  Commission  (the "SEC").  The Company hereby
  incorporates by reference the discussion  concerning  forward looking statements
  set forth in the Management's Discussion and Analysis of Financial Condition and
  Results of Operations  section of the  Company's  Annual Report on Form 10-K for
  the year ended December 31, 1998 filed with the SEC, as well as the risk factors
  identified  within the same Annual  Report on Form 10-K.  Readers of this Report
  are cautioned not to place undue reliance upon these forward looking statements,
  which speak only as of the date hereof.  The Company undertakes no obligation to
  publicly  release any revisions to these forward  looking  statements or reflect
  events or circumstances after the date hereof.
  
                                         12
  <PAGE>
                                   PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  The Company  believes that its interest risk associated with the Swap Agreements
  (See Note C to the Condensed  Consolidated  Financial  Statements) would have an
  immaterial  impact on the  financial  position,  the results of  operations  and
  cashflow of the Company.  Furthermore,  the Company has international operations
  and does not anticipate any material  currency risk to its business or financial
  condition resulting from currency fluctuations.
  
  
  PART II - OTHER INFORMATION
  
  Items 1, 2, 3, 4 and 5 were not  applicable  in the three months ended March 31,
  1999.
  
  Item 6.   Exhibits and Reports on Form 8-K
  
              a. Exhibits:
  
                    27      - Financial Data Schedule *
  
              b. No  reports  on Form 8-K were  filed  during the period for which
                 this Report is filed.
  
  
           * - Filed in electronic form only.
  
  
  
  
  
  
  
                                         13
  <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 13, 1999
                      ------------------------                      ------------
                    Richard J. Pinola                                   Date
                    Chairman of the Board and Chief Executive Officer
  
                    BY: /S/ G. LEE BOHS                             May 13, 1999
                      ---------------------------------             ------------
                    G. Lee Bohs                                         Date
                    Chief Financial Officer and
                    Principal Accounting Officer
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 45441}]
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": "99623662"}, "business-address": {"street1": "1818 MARKET ST", "street2": "14TH FL", "city": "PHILADELPHIA", "state": "PA", "zip": "19103", "phone": "2159881588"}, "mail-address": {"street1": "1818 MARKET STREET", "street2": "14TH FL", "city": "PHILADELPHIA", "state": "PA", "zip": "19103"}}
text: FORM 10-Q
  
                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  (X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
  
           For the quarterly period ended March 31,1999         
  
                                         OR
  
  ( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
           OF THE SECURITIES AND EXCHANGE ACT OF 1934
  
           For the transition period from               to              
  
                           Commission File Number 0-15539 
  
                         RIGHT MANAGEMENT CONSULTANTS, INC.
               (Exact name of registrant as specified in its charter)
  
            Pennsylvania                                      23-2153729     
    (State of other jurisdiction of                         (IRS Employer
     incorporation of organization)                      Identification No.)
  
      1818 Market Street, Philadelphia, Pennsylvania                  19103   
        (Address of principal executive offices)                   (Zip Code)
  
           Registrant's telephone number, including area code:  (215) 988-1588
  
           Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
           reports  required to be filed by Section 13 or 15(d) of the  Securities
           Exchange  Act of 1934  during  the  preceding  12  months  (or for such
           shorter  period that the registrant was required to file such reports),
           and (2) has been  subject to such filing  requirements  for the past 90
           days.
  
                         Yes       X                        No               
  
           Indicate  the  number of  shares  outstanding  of each of the  issuer's
           classes of common stock as of April 30, 1999:
  
           Common Stock, $0.01 par value                  6,644,411      
           -----------------------------            --------------------
                        Class                         Number of Shares
  Right Management Consultants, Inc.
                                                  Condensed Consolidated Balance Sheets
                                                (Dollars in Thousands Except Share Data)
  
                                                                                           March 31,        December 31,
                                                                                              1999             1998
                                                                                              ----             ---- 
                                                                                           (Unaudited)
                                                                 Assets
  Current Assets:
         Cash and cash equivalents                                                           $ 10,887         $ 20,800
         Accounts receivable, trade, net of allowance for doubtful accounts
             of $1,360 and $1,066 in 1999 and 1998, respectively                               37,248           33,271
         Royalties and fees receivable from Affiliates                                          3,474            3,809
         Other current assets                                                                   4,500            3,004
                                                                                           -----------      -----------
                Total current assets                                                           56,109           60,884
  
         Property and equipment, net of accumulated depreciation of $23,560
            and $22,086 in 1999 and 1998, respectively                                         17,494           15,983
  
         Intangible assets, net of accumulated amortization of $8,789 and
             $8,114 in 1999 and 1998, respectively                                             37,763           33,947
         Other noncurrent assets                                                                3,804            3,781
                                                                                           -----------      -----------
                Total Assets                                                                 $115,170         $114,595
                                                                                           ===========      ===========
  
                                                  Liabilities and Shareholders' Equity
  
         Current Liabilities:
         Current portion of long-term debt and other obligations                              $ 5,256          $ 5,124
         Accounts and commissions payable                                                      10,220           10,086
         Accrued incentive compensation and benefits                                            6,027           15,490
         Other accrued expenses                                                                 9,909            8,191
         Deferred income                                                                        8,315            6,712
                                                                                           -----------      -----------
                Total current liabilities                                                      39,727           45,603
                                                                                           -----------      -----------
  
         Long-term debt and other obligations                                                  13,152            9,065
                                                                                           -----------      -----------
  
         Deferred compensation                                                                  1,903            1,785
                                                                                           -----------      -----------
  
         Minority interest in subsidiaries                                                      1,378            1,324
                                                                                           -----------      -----------
  
         Shareholders' Equity:
         Preferred stock, no par value; 1,000,000 shares authorized; no
             shares issued or outstanding                                                           -                -
         Common stock, $.01 par value; 20,000,000 shares authorized;
             7,265,385 and 7,255,765 shares issued in 1999 and 1998, respectively                  72               72
         Additional paid-in capital                                                            16,808           16,448
         Retained earnings                                                                     47,451           44,970
         Accumulated other comprehensive income                                                  (771)            (727)
                                                                                           -----------      -----------
                                                                                               63,560           60,763
         Less treasury stock, at cost, 587,952 and 547,952 shares                              (4,550)          (3,945)
             in 1999 and 1998, respectively                                                -----------      -----------
                Total shareholders' equity                                                     59,010           56,818
                                                                                           -----------      -----------
                Total Liabilities and Shareholders' Equity                                   $115,170         $114,595
                                                                                           ===========      ===========
  The accompanying notes are an integral part of these condensed
                         consolidated financial statements.
  
                                          1
  Right Management Consultants, Inc.
                                               Condensed Consolidated Statements of Income
                                    (Dollars and Shares in Thousands Except Earnings per Share Data)
                                                               (Unaudited)
  
                                                                                     Three Months Ended March 31,
                                                                                       1999               1998
                                                                                       -----              ----
  Revenue:
       Company office revenue                                                          $ 48,647           $ 37,233
       Affiliate royalties                                                                1,292              1,040
                                                                                 ---------------    ---------------
  
       Total revenue                                                                     49,939             38,273
                                                                                 ---------------    ---------------
  
       Expenses:
       Consultants' compensation                                                         19,684             15,800
       Office sales and consulting support                                                3,622              2,289
       Office depreciation                                                                1,160                926
       Office administration                                                             15,011             12,137
       General sales and administration                                                   4,814              3,335
       Depreciation and amortization                                                      1,122                940
                                                                                 ---------------    ---------------
  
       Total expenses                                                                    45,413             35,427
                                                                                 ---------------    ---------------
  
       Income from operations                                                             4,526              2,846
  
       Interest expense                                                                      45                237
                                                                                 ---------------    ---------------
  
       Income before income taxes                                                         4,481              2,609
  
       Provision for income taxes                                                         1,946              1,116
  
       Minority interest in net income of subsidiary                                         54                 30
                                                                                 ---------------    ---------------
  
       Net income                                                                       $ 2,481            $ 1,463
                                                                                 ===============    ===============
  
       Basic earnings per share                                                          $ 0.37             $ 0.22
                                                                                 ===============    ===============
  
       Diluted earnings per share                                                        $ 0.36             $ 0.22
                                                                                 ===============    ===============
  
       Basic weighted average number of shares outstanding                                6,711              6,695
                                                                                 ===============    ===============
  
       Diluted weighted average number of shares outstanding                              6,810              6,778
                                                                                 ===============    ===============
  The accompanying notes are an integral part of these condensed
                         consolidated financial statements.
  
                                         2
  Right Management Consultants, Inc.
                                             Condensed Consolidated Statements of Cash Flows
                                                         (Dollars in Thousands)
                                                               (Unaudited)
                                                              Three Months Ended March 31,
                                                                   1999          1998
                                                                 --------      --------
  Operating Activities:
    Net income                                                   $  2,481      $  1,463
    Adjustments to reconcile net income to net cash
      provided by (utilized for) operating activities:
        Depreciation and amortization                               2,282         1,866
        Deferred income taxes                                          --           423
        Minority interest in net income of subsidiary                  54            30
        Provision for doubtful accounts                               300           120
        Other non-cash items                                          258           254
        Changes in operating accounts:
            (Increase) in operating assets                         (3,451)       (9,859)
            Increase (decrease) in operating liabilities           (8,225)        6,961
                                                                 --------      --------
  
    Net cash provided by (utilized for) operating activities       (6,301)        1,258
                                                                 --------      --------
  
  Investing Activities:
    Purchase of property and equipment                             (2,912)       (1,742)
    Net cash paid for acquisitions                                 (4,684)       (3,748)
                                                                 --------      --------
  
    Net cash utilized for investing activities                     (7,596)       (5,490)
                                                                 --------      --------
  
  Financing Activities:
    Borrowings                                                      5,529         3,600
    Payment of long-term debt and other obligations                (1,300)         (500)
    Repurchase of Common Stock                                       (605)           --
    Proceeds from stock issuances                                     360           177
                                                                 --------      --------
  
    Net cash provided by financing activities                       3,984         3,277
                                                                 --------      --------
  
  Decrease in cash and cash equivalents                            (9,913)         (955)
  
  Cash and cash equivalents, beginning of period                   20,800         7,583
                                                                 --------      --------
  
  Cash and cash equivalents, end of period                       $ 10,887      $  6,628
                                                                 ========      ========
  
        Supplemental Disclosures of Cash Flow Information
          Cash paid for:
  
             Interest                                            $    229      $    237
                                                                 ========      ========
  
             Income taxes                                        $    668      $    571
                                                                 ========      ========
  The accompanying notes are an integral part of these condensed consolidated
                               financial statements.
  
                                          3
  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,  1999  are not  necessarily  indicative  of the  results  that may be
  expected for the year ending December 31, 1999. For further  information,  refer
  to the financial  statements and footnotes  thereto included in Right Management
  Consultants  Inc.'s Annual  Report on Form 10-K for the year ended  December 31,
  1998.
  
  Principles of Consolidation
  
  The consolidated  financial  statements include the accounts of Right Management
  Consultants,  Inc.  ("the  Company")  and its  wholly-owned  and  majority-owned
  subsidiaries.  All significant intercompany  transactions and balances have been
  eliminated in consolidation.
  
  Comprehensive Income
  
  Comprehensive income is defined as net income plus revenues, expenses, gains and
  losses that, under generally accepted accounting  principles,  are excluded from
  net  income.  The  Company's   comprehensive  income  includes  net  income  and
  unrealized gains and losses from foreign currency translation  adjustments.  The
  earnings  associated with the Company's  investment in its foreign  subsidiaries
  are considered to be permanently  invested and no provision for U.S. federal and
  state income taxes has been provided for on these foreign  currency  translation
  adjustments.  Total  comprehensive  income for the three  months ended March 31,
  1999 and 1998 was $2,437,000 and $1,550,000, respectively.
  
  Reclassifications
  
  Certain 1998 amounts have been reclassified to conform to the 1999 presentation.
  
                                         4
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE B - ACQUISITIONS
  
  Effective  January 1, 1999, the Company  acquired the  outstanding  stock of two
  European  consulting  firms  and  one  European  career  transition  firm  for a
  combination of cash and future defined contingent  payments.  The firms included
  Groupe ARJ, with offices in Lyon and Paris  France,  Jouret  Management  Center,
  based in Brussels,  Belgium, and N.V. Claessens Belgium, S.A., with four offices
  in  Belgium.  The  aggregate  purchase  price  for  these  acquisitions  totaled
  approximately $5,337,000,  including costs of acquisitions and will be accounted
  for using the  purchase  method.  The  Company  has funded  $5,100,000  of these
  acquisitions through borrowings under the Credit Agreement. The Company acquired
  $1,000,000  in cash  from  these  acquisitions  resulting  in net  cash  paid of
  approximately   $4,684,000,   including   earnout   payments  related  to  prior
  acquisitions.  The purchase price exceeded the fair value of the assets acquired
  by $4,660,000.
  
  The pro-forma impact of these acquisitions on results of operations,  if any one
  of the  acquisitions  had  been  consummated  at the  beginning  of each  period
  presented,  is immaterial to the consolidated  financial  statements as a whole,
  and has been omitted.
  
  NOTE C - DEBT AND OTHER OBLIGATIONS
  
  As of March 31, 1999,  total  borrowings  under the Company's  Credit  Agreement
  amounted to  $17,358,000,  including the $5,100,000  floating rate borrowing for
  the three recent European acquisitions (See Note B).
  
  As of March 31, 1999, the Company has entered into five fixed interest rate swap
  agreements  ("Swap   Agreements")  with  an  aggregate   notional  principal  of
  $12,258,000 with scheduled quarterly reductions of notional principal over three
  to five years.  The fixed interest rates under these Swap Agreements  range from
  5.79% to 7.08% at March 31, 1999. The purpose of these Swap Agreements is to fix
  interest  rates on  variable  rate debt and reduce  exposure  to  interest  rate
  fluctuations. Under these Swap Agreements, the Company pays its lenders interest
  at a weighted average fixed rate of 6.61% and its lenders are paying the Company
  interest at a weighted  average  variable  rate of 6.06% at March 31, 1999.  The
  notional amounts do not represent  amounts exchanged by the parties and thus are
  not a measure of exposure of the  Company.  The amounts  exchanged  are normally
  based on the notional amounts and other terms of the swaps. The weighted average
  variable rates are subject to change over time as LIBOR fluctuates.
  
  At March 31, 1999,  the Company has no exposure to credit loss on these interest
  rate swaps.  The Company is not a party to  leveraged  derivatives  and does not
  hold or issue financial  instruments for speculative  purposes.  The Company has
  made  adjustments  to  interest  expense  for the net cash paid or  received  on
  interest  rate swap  agreements.  The  impact of the  above  interest  rate swap
  agreements on interest expense has been immaterial to date.
  
                                         5
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE D - EARNINGS PER SHARE
  
  The  Company  utilizes  SFAS No.  128,  "Earnings  per Share" to  calculate  its
  earnings per share ("EPS").  The calculation of EPS under SFAS No. 128 for March
  31, 1999 and 1998 are detailed below.
  
                                               For the three months
                                                  ended 3/31/99
                                          Income         Shares         EPS
      Basic EPS:
      Net income                          $2,481,000      6,711,000      $0.37
                                                                         =====
      Impact of options                           --         99,000
                                          ----------      ---------    
      Diluted EPS:
      Net income                          $2,481,000      6,810,000      $0.36
                                          ==========      =========      =====
  
                                                 For the three months
                                                    ended 3/31/98
                                          Income         Shares         EPS
      Basic EPS:
      Net income                          $1,463,000      6,695,000      $0.22
                                                                         =====
      Impact of options                           --         83,000
                                          ----------      ---------
      Diluted EPS:
      Net income                          $1,463,000      6,778,000      $0.22
                                          ==========      =========      =====
  
  For the three  months  ended  March 31,  1999,  outstanding  options to purchase
  271,188  shares of Company  Common Stock at $16.75 to $24.33 were  excluded from
  the computation of diluted EPS, as the options'  exercise price was greater than
  the average market price of the Common Stock.
  
  NOTE E - SEGMENTS
  
  In June 1997,  SFAS No. 131,  "Disclosures  about  Segments of an Enterprise and
  Related  Information,"  was issued  effective  for  fiscal  years  ending  after
  December 15, 1998. SFAS No. 131 establishes  standards for reporting information
  about operating  segments and related  disclosures  about products and services,
  geographic  areas,  and major  customers.  Operating  segments  are  defined  as
  components  of an  enterprise  about which  separate  financial  information  is
  available that is evaluated  regularly by the chief operating  decision maker in
  deciding how to allocate resources and in assessing performance.
  
                                         6
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE E - SEGMENTS (Continued)
  
  The  Company's  operations  are  segregated  into two lines of business:  career
  transition and human resources and career management consulting  ("consulting").
  The Company  operates these lines of business across the geographic  segments of
  the United States,  Canada,  Europe and  Asia-Pacific.  These  operations  offer
  different services and require different marketing strategies. Career transition
  offers  support  for  organizational  realignment  and  redeployment,  including
  assistance  in handling the initial  difficulties  of  termination,  identifying
  continuing  career goals and options,  and aiding in  developing  skills for the
  search  for  a  new  job.   Consulting  offers   organizational  and  individual
  assessment,   interventions  in  change  management,  leadership  and  executive
  development,  transformation  planning,  cultural  integration  in  mergers  and
  acquisitions,  career development and restructuring planning. With more than 170
  service  locations  worldwide,  the Company  manages  operations  by  geographic
  segments to enhance  global  growth and  establish  major  accounts  with global
  clients.  The Company  primarily  delivers  its  services to mid-size  and large
  industrial and service companies, with no concentration in specific companies or
  industries.
  
  Summarized  operations  of  each of the  Company's  geographic  segments  in the
  aggregate  as of March 31,  1999 and 1998 and for the three month  periods  then
  ended are as follows:
  (Dollars in Thousands)
  1999                           United States    Canada       Europe    Asia-Pacific  Consolidated
  Identifiable assets               $ 85,850     $  6,563     $ 16,977     $  5,780     $115,170
                                    ========     ========     ========     ========     ========
  
  Revenue                             38,162        2,592        5,725        3,460       49,939
                                    ========     ========     ========     ========     ========
  
  Operating income (1)                 3,401          268          635          222        4,526
                                    ========     ========     ========     ========     ========
  
  Depreciation and amortization        1,860          144          129          149        2,282
                                    ========     ========     ========     ========     ========
  
  Capital expenditures                 2,274           67           78          493        2,912
                                    ========     ========     ========     ========     ========
  
  1998                           United States    Canada       Europe    Asia-Pacific  Consolidated
  
  Identifiable assets               $ 74,644     $  6,874     $  6,645     $  5,193     $ 93,356
                                    ========     ========     ========     ========     ========
  
  Revenue                             29,084        2,695        3,365        3,129       38,273
                                    ========     ========     ========     ========     ========
  
  Operating income (1)                 1,739          410          597          100        2,846
                                    ========     ========     ========     ========     ========
  
  Depreciation and amortization        1,470          128          112          156        1,866
                                    ========     ========     ========     ========     ========
  
  Capital expenditures                 1,342          122          150          128        1,742
                                    ========     ========     ========     ========     ========
  (1)  The operating  income reported for the United States segment includes total
       general  sales  and  administration   expense  reported  on  the  Condensed
       Consolidated Statements of Income.
  
                                         7
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE E - SEGMENTS (Continued)
  
  Revenues  and  expenses  of the  Company's  lines of  business  for the  Company
  offices,  excluding  the total  general  sales and  administration  expenses and
  Affiliate royalties,  are evaluated by management.  The Company does not measure
  assets by lines of  business  as  assets  are  generally  not  distinctive  to a
  particular  line of business and they are not  fundamental in assessing  segment
  performance.  Revenue  and  Company  office  operating  income  for  each of the
  Company's  lines of business in the  aggregate  for the three months ended March
  31, 1999 and 1998 are as follows:
  Career             Consulting       Consolidated
  1999                                             Transition
  Company office revenue                           $ 41,712               $ 6,935          $ 48,647
                                                    ========               =======          ========
  
   Company office operating                            8,691                   479             9,170
   income                                           ========               =======          ========
  
                                                      Career             Consulting       Consolidated
  1998                                             Transition
  
   Company office revenue                           $ 31,773               $ 5,460          $ 37,233
                                                    ========               =======          ========
  
   Company office operating                            5,280                   801             6,081
   income                                           ========               =======          ========
  NOTE F - SHAREHOLDERS' EQUITY
  
  In March 1997, the Board of Directors (the "Board")  approved a stock repurchase
  program  under which the Company is  authorized  to  repurchase up to 10% of its
  currently  outstanding  Common  Stock.  Any shares  repurchased  will be held as
  treasury  shares and be available to the Company for any use in various  benefit
  plans and, when authorized by the Board, for other general  corporate  purposes.
  The Board has authorized  Company management to pursue the repurchase program in
  open market transactions from time-to-time, depending upon market conditions and
  other factors.
  
  During 1998 and 1997,  the  Company  repurchased  167,500 and 127,500  shares of
  Common Stock at an aggregate  purchase  price of  approximately  $2,049,000  and
  $1,379,000, respectively.
  
  In March  1999,  the Company  repurchased  40,000  shares of Common  Stock at an
  aggregate purchase price of $605,000, or $15.125 per share.
  
  Subsequent to March 31, 1999,  the Company  repurchased  62,000 shares of Common
  Stock at an aggregate purchase price of approximately  $876,000,  or $14.125 per
  share.
  
                                         8
  RIGHT MANAGEMENT CONSULTANTS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  NOTE F - SHAREHOLDERS' EQUITY (Continued)
  
  As of April 30, 1999,  the Company has  repurchased a total of 397,000 shares of
  Common Stock at an aggregate  purchase price of  approximately  $4,909,000 under
  this stock repurchase program.
  
  NOTE G - SUBSEQUENT EVENT
  
  Subsequent  to March 31,  1999,  the  Company  has  signed a letter of intent to
  acquire a 20% equity  interest in privately  held Way  Station,  Inc., a leading
  career transition consulting firm in Japan, with offices in Tokyo, Nagoya, Osaka
  and  Fukuoka.  The  transaction,  subject to due  diligence  and the  signing of
  definitive agreements,  is scheduled to be consummated during June 1999, with an
  effective date of April 1, 1999.
  
  The pro-forma  impact of this  transaction on results of future  operations,  is
  expected to be immaterial.
  
                                         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, 1999,  revenue generated by Company offices
  increased by 31% or $11,414,000  from the  corresponding  quarter in 1998.  This
  increase is due to same office revenue growth of approximately  24%, in addition
  to $2,629,000 in incremental revenues from acquisitions  consummated  subsequent
  to the first quarter 1998. The same office revenue growth was derived  primarily
  from the U.S. and European operations.
  
  For the three months ended March 31, 1999,  revenue generated by Company offices
  within the outplacement  line of business  increased by 31% or $9,939,000.  This
  outplacement   revenue  increase  is  due  to  same  office  revenue  growth  of
  approximately 30%,  primarily  attributed to increased activity from its new and
  existing major international and national accounts across all industries under a
  stabilized pricing environment.
  
  For the three months ended March 31, 1999,  revenue generated by Company offices
  within the  consulting  line of business  increased by 27% or  $1,475,000.  This
  increase in consulting  revenues is due to $2,168,000  in  incremental  revenues
  from consulting  acquisitions  consummated subsequent to the first quarter 1998,
  and is partly offset by a same office revenue decrease of 13%.
  
  For the three months ended March 31, 1999,  Affiliate royalties increased 24% or
  $252,000 from the corresponding quarter in 1998.
  
  For the three  months  ended  March 31,  1999,  total  Company  office  expenses
  increased  27% or  $8,325,000  over the  corresponding  quarter  in  1998.  This
  increase is due to $2,604,000 in incremental costs from acquisitions consummated
  subsequent  to the first  quarter  1998,  as well as an increase in office level
  employee  incentives,  payroll  taxes  and  career  center  costs.  The  Company
  exceeding   target   performance  for  the  first  quarter  1999  has  triggered
  corresponding increases in office level incentives and payroll taxes.
  
  Aggregate  Company  office margin was 19% and 16% for the first quarter 1999 and
  1998,  respectively.  The  increase in margin is  attributable  primarily to the
  previously  mentioned  revenue growth,  particularly in the outplacement line of
  business,  and to improved  results in the  Asia-Pacific  segment  over the same
  period  last year,  all of which were  partly  offset by  increased  funding for
  office level incentives.
  
  For the three  months  ended March 31, 1999,  general  sales and  administration
  expenses  increased by 39% or $1,661,000 over the corresponding  period in 1998.
  This  increase is due  primarily to Corporate  incentive  compensation  expense,
  translation  expense and increased charges for  depreciation.  General sales and
  administrative expenses as a percentage of total revenues were approximately 12%
  for the first quarter 1999 versus 11% for the first quarter 1998.
  
                                         10
  PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  For the three months ended March 31, 1999, the Company's  effective tax rate was
  approximately 43% consistent with that of 1998.
  
  Capital Resources and Liquidity
  
  At  March  31,  1999  and  December  31,  1998,  the  Company  had cash and cash
  equivalents of $10,887,000 and $20,800,000,  respectively. At March 31, 1999 and
  December  31,  1998,  the  Company  had  working   capital  of  $16,382,000  and
  $15,281,000, respectively.
  
  Net cash utilized for operating  activities amounted to $6,301,000 for the first
  quarter 1999 versus cash provided by operating  activities of $1,258,000 for the
  first quarter 1998.  The change in cash is the result of incentive  compensation
  payments made in the first quarter 1999 due to the Company exceeding revenue and
  operating income targets in 1998.
  
  Net cash utilized for investing activities amounted to $7,596,000 and $5,490,000
  for the three  months  ended March 31, 1999 and 1998,  respectively.  During the
  first quarter 1999, the Company  acquired two European  consulting firms and one
  European  career  transition  firm for a combination  of cash and future defined
  contingent  payments  (See  Note  B  to  the  Condensed  Consolidated  Financial
  Statements).  Additionally,  the Company  continues  to purchase  equipment  and
  technology  to meet the needs of its  expanding  operations  and to enhance  its
  operating efficiency.
  
  Net cash provided by financing  activities amounted to $3,984,000 and $3,277,000
  for the three months ended March 31, 1999 and 1998,  respectively.  The net cash
  inflow for 1999 was primarily  the result of the  $5,100,000  borrowing  made to
  complete  the  three  European   acquisitions  (see  Note  B  to  the  Condensed
  Consolidated Financial Statements), partly offset by repayments on the Company's
  borrowings and the repurchase of Common Stock.
  
  Under its revolving  credit facility with its two primary  lenders,  the Company
  has a $40,000,000 borrowing capacity. The Company had approximately  $22,642,000
  available  under the revolving  credit  facility at March 31, 1999.  The Company
  plans to utilize the  revolving  credit  facility to assist in the  financing of
  future acquisitions as they arise and for other general corporate purposes.
  
  The Company  anticipates that its cash and working capital will be sufficient to
  service its  existing  debt,  outstanding  commitments  and to maintain  Company
  operations  at current  levels for the  foreseeable  future.  The  Company  will
  continue to consider  acquisitions  and other  expansion  opportunities  as they
  arise,  although the economics,  strategic  implications and other circumstances
  justifying the expansion will be key factors in determining  the amount and type
  of resources the Company will commit.
  
                                         11
  PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  Year 2000
  
  During 1998, the Company completed its evaluation of the potential impact of the
  year 2000 and developed a project plan ("the Y2K Plan") to ensure the compliance
  of its major operating  systems by the year of 2000. As a service  company,  the
  Company's  operating  systems  principally  include  financial,  operational and
  communication  applications.  As part of its year 2000 project plan, the Company
  has developed a replacement  billing system which began operating in April 1999.
  The Y2K Plan also  details  the  timetable  to upgrade or replace  non-compliant
  systems in the above areas as well as to confirm year 2000  compliance  with the
  Company's key vendors.  At this time,  the Company is  progressing in accordance
  with the  timetable  set forth with  respect to all  aspects of the Y2K Plan and
  believes that the potential  risks to its business  operations are not material.
  The Company  estimates that the total capital  expenditures to be incurred under
  the Y2K Plan will be in the range of $1,400,000  to  $1,600,000  during 1999, of
  which  approximately  $800,000  is  attributable  to normal  costs  for  systems
  upgrades  or  replacements  that the Company  normally  would  undertake  in its
  ongoing  operations.  Capitalized items will be depreciated over the useful life
  of the asset.  Non-capitalizable costs related to year 2000 issues are estimated
  to be $300,000,  which will be expensed as incurred. The Company does not expect
  these  costs  to have a  material  impact  on its  business,  operations  or its
  financial condition.
  
  Forward Looking Statements
  
  Statements  included  in  this  Report  on  Form  10-Q,  including  within  this
  Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
  Operations  which are not  historical in nature,  are intended to be, and hereby
  are identified as "forward  looking  statements" for purposes of the safe harbor
  provided by the Private  Securities  Litigation  Reform Act of 1995. The Company
  cautions readers that forward looking  statements  including without  limitation
  those relating to the Company's  future business  prospects,  revenues,  working
  capital,  liquidity,  capital  needs,  interest  costs and income are subject to
  certain  risks and  uncertainties  that  could  cause  actual  results to differ
  materially from those indicated in the forward looking statements due to several
  important  factors  identified from time to time in the Company's  reports filed
  with the  Securities  and Exchange  Commission  (the "SEC").  The Company hereby
  incorporates by reference the discussion  concerning  forward looking statements
  set forth in the Management's Discussion and Analysis of Financial Condition and
  Results of Operations  section of the  Company's  Annual Report on Form 10-K for
  the year ended December 31, 1998 filed with the SEC, as well as the risk factors
  identified  within the same Annual  Report on Form 10-K.  Readers of this Report
  are cautioned not to place undue reliance upon these forward looking statements,
  which speak only as of the date hereof.  The Company undertakes no obligation to
  publicly  release any revisions to these forward  looking  statements or reflect
  events or circumstances after the date hereof.
  
                                         12
  PART I - ITEM 2
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                                      CONTINUED
  
  The Company  believes that its interest risk associated with the Swap Agreements
  (See Note C to the Condensed  Consolidated  Financial  Statements) would have an
  immaterial  impact on the  financial  position,  the results of  operations  and
  cashflow of the Company.  Furthermore,  the Company has international operations
  and does not anticipate any material  currency risk to its business or financial
  condition resulting from currency fluctuations.
  
  PART II - OTHER INFORMATION
  
  Items 1, 2, 3, 4 and 5 were not  applicable  in the three months ended March 31,
  1999.
  
  Item 6.   Exhibits and Reports on Form 8-K
  
              a. Exhibits:
  
                    27      - Financial Data Schedule *
  
              b. No  reports  on Form 8-K were  filed  during the period for which
                 this Report is filed.
  
           * - Filed in electronic form only.
  
                                         13
  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 13, 1999
                      ------------------------                      ------------
                    Richard J. Pinola                                   Date
                    Chairman of the Board and Chief Executive Officer
  
                    BY: /S/ G. LEE BOHS                             May 13, 1999
                      ---------------------------------             ------------
                    G. Lee Bohs                                         Date
                    Chief Financial Officer and
                    Principal Accounting Officer