SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    Form 10-Q



(Mark one)
[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the quarterly period ended May 05, 2001

                                       OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the transition period from to_______________


                         Commission File Number 0-19536

                              THE RIGHT START, INC.
             (Exact name of registrant as specified by its charter)


       California                               95-3971414
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                Identification No.)


         5388 Sterling Center Drive, Unit C, Westlake Village, CA 91361
               (Address of principal executive offices) (Zip Code)

                                 (818) 707-7100
              (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------
                 (Former name, former address and former fiscal year, if changed
since last report.)

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 the latest practicable date:

Common Stock Outstanding as of June 5, 2001 - 5,617,275 shares.


<PAGE>




                              THE RIGHT START, INC.

                               INDEX TO FORM 10-Q
                          FOR THE THIRTEEN WEEK PERIOD
                               ENDED MAY 05, 2001




                         PART I - FINANCIAL INFORMATION


Item 1.       Financial Statements (unaudited):
              Balance Sheets                                                  3
              Statements of Operations                                        4
              Statements of Cash Flows                                        5
              Notes to Financial Statements                                   6


Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations                             9


Item 3.       Quantitative and Qualitative Disclosures About Market Risk     12



                           PART II - OTHER INFORMATION


Item 6.       Exhibits and Reports on Form 8-K                               13


SIGNATURES                                                                   14




                                       2
<PAGE>


                                         THE RIGHT START, INC.
                                             BALANCE SHEETS
<TABLE>
<CAPTION>
<S>                                                               <C>                  <C>

                                                                     May 5, 2001         February 3, 2001
                                                                 ----------------    --------------------
                                    ASSETS                          (unaudited)

Current assets:
     Cash and cash equivalents                                    $       226,000     $           254,000
     Accounts and other  receivables, net of allowance for doubtful
        accounts of $500,000 and $400,000, respectively                 1,087,000                 552,000
     Merchandise inventories                                            9,993,000               9,784,000
     Other current assets                                               1,166,000               1,160,000
                                                                  ----------------    --------------------
         Total current assets                                          12,472,000              11,750,000

Noncurrent assets:
     Property, plant and equipment, net                                 8,845,000               8,907,000
     Deferred income tax asset                                          1,400,000               1,400,000
     Other noncurrent assets                                              184,000                 177,000
                                                                  ----------------    --------------------

                                                                  $    22,901,000     $        22,234,000
                                                                  ================    ====================


                     LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued expenses                        $     6,980,000     $         5,637,000
                                                                  ----------------    --------------------
         Total current liabilities                                      6,980,000               5,637,000

Revolving line of credit, due January 2006                              5,746,000               4,945,000
Senior subordinated convertible pay-in-kind notes                       3,000,000               3,000,000
Deferred rent                                                           1,513,000               1,489,000

Commitments and contingencies

Mandatorily redeemable preferred stock Series A,
     $3,000,000 redemption value; due May 2002                          2,536,000               2,439,000

Shareholders' equity:
     Convertible preferred stock, $100 liquidation preference,
        $0.01 par, 25,000,000 authorized
     Series B; 16,500 issued and outstanding                            1,547,000               1,547,000
     Series C; 37,333 issued and outstanding                            3,733,000               3,733,000
     Series D; 44,900 issued and outstanding                            4,045,000               4,045,000
     Common stock 25,000,000 shares authorized
         at no par value; 5,617,275  issued and outstanding            22,730,000              22,730,000
     Paid in capital                                                   16,976,000              17,000,000
     Accumulated deficit                                              (45,905,000)            (44,331,000)
                                                                  ----------------    --------------------
         Total shareholders' equity                                     3,126,000               4,724,000
                                                                  ----------------    --------------------

                                                                  $    22,901,000     $        22,234,000
                                                                  ================    ====================
</TABLE>

                                       3
<PAGE>


                             THE RIGHT START, INC.
                           STATEMENTS OF OPERATIONS
                                  (unaudited)



                                                    Thirteen weeks ended
                                              ----------------------------------
                                              May 5, 2001         April 29, 2000
                                              ----------------    --------------
Net sales:
     Retail                                   $    11,004,000     $  10,329,000
     Sales to RightStart.com                        1,718,000         2,926,000
                                              ----------------    --------------
                                                   12,722,000        13,255,000
                                                 -------------    --------------

Costs and expenses:
     Cost of goods sold                             5,543,000         5,061,000
     Cost of goods sold to RightStart.com           1,718,000         2,926,000
     Operating expense, includes non-cash
      compensation of $30,000 and $11,000,
      respectively                                  4,710,000         4,045,000
     Marketing and advertising expense                144,000           249,000
     General and administrative expense             1,042,000           955,000
     Pre-opening costs                                 83,000           156,000
     Depreciation and amortization expense            636,000           540,000
                                              ----------------    --------------
                                                   13,876,000        13,932,000
                                              ----------------    --------------
Operating loss                                     (1,154,000)         (677,000)

Loss on investment in RightStart.com                        -         3,750,000
Interest expense, net                                 221,000           241,000
                                                 ------------     --------------

Loss before income taxes                           (1,375,000)       (4,668,000)
Income tax provision                                   12,000            20,000
                                                 -------------    --------------

Net loss                                      $    (1,387,000)    $  (4,688,000)
                                              ================    ==============


Basic and diluted loss per share:             $         (0.28)    $       (0.86)
                                              ================    ==============

Weighted average number of shares
     outstanding                                    5,617,275         5,542,856
                                              ================    ==============

                                       4
<PAGE>


                                      THE RIGHT START, INC.
                                     STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                      Thirteen weeks ended
                                                              --------------------------------------
<S>                                                            <C>                 <C>
                                                                 May 5, 2001         April 29, 2000
                                                              ----------------    ------------------
                                                                (unaudited)          (unaudited)
Cash flows from operating activities:
      Net loss                                                $    (1,387,000)     $     (4,688,000)
      Adjustments to reconcile net loss
        to net cash provided by (used in) operating activities:
         Depreciation and amortization                                636,000               540,000
         Non-cash compensation                                         30,000                11,000
         Loss on investment in RightStart.com                               -             3,750,000
         Change in assets and liabilities affecting operations        461,000               234,000
                                                              ----------------    ------------------

             Net cash used in operating activities                   (260,000)             (153,000)
                                                              ----------------    ------------------

Cash flows from investing activities:
      Additions to property, plant and equipment                     (569,000)             (647,000)
                                                              ----------------    ------------------

             Net cash used in investing activities                   (569,000)             (647,000)
                                                              ----------------    ------------------

Cash flows from financing activities:
      Net borrowings (payments) on revolving line of credit           801,000              (208,000)
      Proceeds from common stock issued upon exercise
        of stock options                                                    -               129,000
                                                              ----------------    ------------------

             Net cash provided by (used in) financing activities      801,000               (79,000)
                                                              ----------------    ------------------


Net decrease in cash and cash equivalents                             (28,000)             (879,000)
Cash and cash equivalents at beginning of period                      254,000             1,189,000
                                                              ----------------    ------------------

Cash and cash equivalents at end of period                    $       226,000      $        310,000
                                                              ================    ==================

</TABLE>

                                       5
<PAGE>


                              THE RIGHT START, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1:  Description of Business and Significant Accounting Policies

     The Right  Start,  Inc.  (the  "Company")  is a specialty  retailer of high
quality developmental, educational and care products for infants and children.

     There have been no changes in the Company's significant accounting policies
as set forth in the Company's  financial  statements for the year ended February
3, 2001.  These  unaudited  financial  statements  as of May 5, 2001 and for the
thirteen week period then ended have been prepared in accordance  with generally
accepted accounting  principles for interim financial  information and the rules
and regulations of the Securities and Exchange Commission.  Accordingly, they do
not include all of the information and footnotes  required by generally accepted
accounting principles for complete financial statements. These interim financial
statements  should be read in  conjunction  with the Company's  Annual Report on
Form 10-K for the year ended February 3, 2001 ("Fiscal 2000"). In the opinion of
management,   all  adjustments  (consisting  of  normal  recurring  adjustments)
considered  necessary  for a  fair  presentation  have  been  included.  Certain
reclassifications  have been made to conform  prior year  amounts to the current
year presentation.

     Operating  results for the  thirteen  week period ended May 5, 2001 are not
necessarily  indicative  of the results that may be expected for the year ending
February 2, 2002 ("Fiscal 2001").


NOTE 2:  Investment in RightStart.com Inc.

     During    the    third    quarter    of   Fiscal    2000,    RightStart.com
Inc.("RightStart.com"),  the Company's  direct to consumer  affiliate,  issued 2
million shares of common stock which reduced the Company's ownership interest in
RightStart.com  to 49.4%.  The sale of common  stock  and  associated  corporate
actions resulted in  RightStart.com  being accounted for under the equity method
of accounting  and no longer  consolidated  with the Company.  Accordingly,  the
Company has restated Fiscal 2000 financial  statements to present its results of
operations  and its  statement of cash flows for the thirteen  weeks ended April
29, 2000, on an unconsolidated basis.

     The  operating  losses  of  RightStart.com  have  been  shown  as a loss on
investment  in a  non-consolidated  subsidiary  in the  Company's  statement  of
operations for the thirteen  weeks ended April 29, 2000. In connection  with the
deconsolidation of  RightStart.com,  the Company recorded a gain of $3.3 million
in the third quarter of Fiscal 2000 which reversed the previously  recorded loss
in  excess  of  its  investment  and  increased  the  Company's   investment  in
RightStart.com to zero.

     Under the Equity  Method,  the carrying  value of an investment is normally
adjusted on a periodic basis to recognize the  investor's  share of earnings and
losses of the investee;  however,  the carrying  value  generally is not reduced
below zero and in that  situation  the equity  method is, in effect,  suspended.
Accordingly, the Company will only make future adjustments to the carrying value
of its  investment  in  RightStart.com  if and when  RightStart.com  reports net
income in excess of its  accumulated  net  losses  during  the period the equity
method of accounting  has been  suspended,  or if the Company  makes  additional
advances to, or investments in, RightStart.com.

     The Company is not obligated or committed to fund any  operating  losses or
obligations of RightStart.com.


                                       6
<PAGE>

NOTE 3:  Per Share Data

     Basic per share data is computed by dividing the Company's  loss  available
to common  shareholders by the weighted  average number of the Company's  common
shares outstanding. Diluted per share data is computed by dividing the Company's
loss  available to common  shareholders,  plus income  associated  with dilutive
securities  by the  weighted  average  number  of  shares  outstanding  plus any
potential  dilution that could occur if  securities or other  contracts to issue
common stock were exercised or converted into common stock in each period.
<TABLE>
<CAPTION>
<S>                                                               <C>                   <C>
                                                                         Thirteen weeks ended
                                                                         --------------------
                                                                     May 5, 2001         April 29, 2000
                                                                     -------------       -------------
Loss before extraordinary item                                       $   1,387,000       $   4,688,000
Plus:  Preferred stock accretion                                            97,000              83,000
          Series D preferred dividends                                      90,000                -
                                                                     -------------       -------------
Basic and diluted loss applicable to common shareholders             $   1,574,000       $   4,771,000
                                                                     =============       =============
Weighted average shares                                                  5,617,275           5,542,856
Loss per share, basic and diluted                                    $        0.28       $        0.86
</TABLE>


     Certain  securities of the Company were not included in the  computation of
diluted  per share loss  because to do so would have been  antidilutive  for the
periods presented. Such securities include:
<TABLE>
<CAPTION>
<S>                             <C>                       <C>
                                -----------------------------------------------
                                         Common Stock Equivalents at:
                                --------------------- -------------------------
Securities                          May 5, 2001            April 29, 2000
-----------                         -------------          ---------------
Options                               1,589,021                   979,907
Series B preferred stock                550,000                   550,000
Series C preferred stock              1,866,650                 1,866,650
Series D preferred stock              2,245,000                     -
Warrants                                479,000                     5,000
</TABLE>


NOTE 4:  Supplemental Disclosure of Cash Flow Information

     Interest  paid  amounted to $136,000 and  $156,000  for the thirteen  weeks
ended May 5, 2001 and April 29, 2000,  respectively.  Cash paid for income taxes
was  $16,000 and $1,000 for the  thirteen  weeks ended May 5, 2001 and April 29,
2000, respectively.


     Changes in assets and liabilities  which increased  (decreased) cash are as
follows:

                                                  Thirteen weeks ended
                                           -------------------------------------
                                             May 5, 2001         April 29, 2000
                                             -------------       ---------------
Accounts and other receivables             $    (535,000)         $    (357,000)
Merchandise inventories                         (209,000)            (1,027,000)
Other current assets                             (11,000)               (33,000)
Other noncurrent assets                           (7,000)                 3,000
Accounts payable and accrued expenses          1,199,000              1,668,000
Deferred rent                                     24,000                (20,000)
                                             -------------       ---------------
                                            $    461,000           $    234,000
                                            ============           ============


Non-cash investing and financing activities:
<TABLE>
<CAPTION>

<S>                                                         <C>                <C>
                                                                  Thirteen weeks ended
                                                       ---------------------------------------

                                                              May 5, 2001       April 29, 2000
                                                              -----------       --------------
Conversion of Series B preferred stock to common stock               -               $ 328,000
Conversion of Series C preferred stock to common stock               -                 117,000
Preferred dividend accretion                                     $ 97,000               83,000
Preferred dividend payable                                         90,000               -

</TABLE>

                                       7
<PAGE>

NOTE 5:  New Accounting Pronouncements

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards SFAS 133, "Accounting for Derivative  Instruments
and Hedging Activities,"  effective beginning in the first quarter of 2000. SFAS
133 establishes  accounting and reporting standards for derivative  instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging activities. It requires companies to recognize all derivatives as either
assets or liabilities on the balance sheet and measure those instruments at fair
value.  SFAS 133 was amended by SFAS No. 137 which defers the effective  date of
the SFAS 133 to all fiscal  quarters of fiscal  years  beginning  after June 15,
2000.  SFAS No. 133 became  effective  for our first fiscal  quarter in the year
2001 and did not have a material effect on the Company's financial position.

     In April 2001, the Emerging  Issues Task Force (EITF) of the FASB reached a
consensus on issue No. 00-14,  "Accounting for Certain Sales  Incentives," which
requires the cost of certain sales incentives, such as coupons, to be classified
as a reduction of revenue. The Company's policy with respect to coupons complies
with EITF No.  00-14  and,  therefore,  does not  anticipate  any  impact on its
financial statements.

     In May 2001,  the FASB  established a transition  provision in  association
with their  review of  accounting  standards  relating to business  combinations
previously   issued  within  the  Exposure  Draft  "Business   Combinations  and
Intangible  Assets"  in 1999  and  subsequently  reissued  in  February  2001 as
"Business  Combinations and Intangible  Assets - Accounting for Goodwill." Among
other  rules  stated  within the  transition  provision,  non-calendar  year end
companies with a year end outside the period from March 15, 2001 to December 15,
2001 will be  required  to  continue  to  amortize  goodwill  and other  related
intangible  assets until the beginning of their fiscal year that begins in 2002.
At the  transition  date,  companies  will  be  required  to test  for  goodwill
impairment and any impairment  charge resulting from the initial  application of
the new rules will be classified as a cumulative change in accounting principle.
The Company is currently  reviewing the proposed  literature and will assess any
potential impact of the final statement when it is issued.


NOTE 6:  Segment Information

     The Company  currently  operates in one segment,  which is the retail store
segment.


NOTE 7: Operating Results and Risks:

     Historically,  the Company has incurred losses and may incur losses for the
remainder of Fiscal 2001. The Company  believes that its current cash on hand at
May 5, 2001,  cash flow from  operations and its working  capital  facility will
allow  it  to  maintain  its  operations,   fund  working  capital  and  capital
expenditures  for the current  fiscal year.  The Company's  needs for additional
funding  will  depend  upon  several  factors,  including  but not  limited  to,
generating  sufficient  cash flow from operations and the opening of new stores.
If  additional  capital is required to grow its business or execute its business
plan, the Company may seek to raise additional  equity or incur additional debt.
Although  there can be no assurance  given that adequate funds will be available
to the Company on acceptable  terms, the Company has  historically  been able to
raise equity and debt financing to continue its operations and fund its growth.


NOTE 8:  Related Party Transactions

     Kayne Anderson Investment Management, Inc. ("KAIM"), the general partner of
KA Capital,  provides certain management services to the Company and charges the
Company for such services.  Management fees of $37,500 were paid to KAIM in both
the first quarter of Fiscal 2001 and Fiscal 2000.

     The  Company  and  RightStart.com  are  parties  to a  management  services
agreement.  This  agreement  provides that the Company will supply  inventory at
cost plus five percent and provide certain Basic Services at cost plus 5%. Basic
Services  consists of various  services  including  among  others,  services for
personnel/human   resources,   benefits   administration,   payroll  processing,
insurance,  tax,  cash  management,  financial,  legal,  order  fulfillment  and
collection,  accounting,  telecommunications,  catalog production assistance and
credit card processing.  The sale of inventory to RightStart.com and the related
cost of those sales are shown on the  statements of  operations.  The income for
Basic  Services  rendered  under this  agreement for the first quarter of Fiscal
2001  amounted to $325,000 and for the first  quarter of Fiscal 2000 amounted to
$116,000  and  is  included  in  general  and  administrative   expense  in  the
accompanying statements of operations.


                                       8
<PAGE>

NOTE 9: Recent Developments

     The Company  has  received a notice from Nasdaq that the Company has failed
to evidence a market  value of public  float of at least $5.0 million for thirty
consecutive  trading days.  Nasdaq informed the Company that it has until August
15, 2001 to regain  compliance for not less than ten  consecutive  trading days.
Failure  would result in a transfer of the  Company's  securities  to the Nasdaq
SmallCap  market or delisting.  Should the securities be delisted by Nasdaq,  it
could be more  difficult  or more  expensive  for the Company to raise  capital.
Given the Company's  current  public float,  the closing bid price of its common
stock  would  need to remain  above  approximately  $1.68 per share to meet this
compliance standard.





                                       9
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

     When used in this report and elsewhere by management from time to time, the
words  "believes,"  "anticipates,"  and  "expects" and similar  expressions  are
intended to identify  forward-looking  statements  with respect to our financial
condition,  results of operations and business.  Certain important factors could
cause  actual  results  to  differ   materially  from  those  expressed  in  our
forward-looking  statements  including but not limited to competition from other
children's  product  retailers and  limitations on access to capital to fund the
expansion and the growth in the number of our retail stores. Further information
on potential  factors that could affect our  financial  condition is included in
our filings with the Securities and Exchange Commission, including our Form 10-K
for the year ended February 3, 2001 and our  Registration  Statement on Form S-3
(No.   333-84319).   We  caution   readers  not  to  place  undue   reliance  on
forward-looking  statements,  which speak only as of the date of this filing. We
undertake   no   obligation   to  publicly   release  any   revisions  to  these
forward-looking statements to reflect events or circumstances after that date.

Retail Store Operations

     At May 5,  2001,  the  Company  operated  65  retail  stores  in 16  states
throughout the United States. The stores' product mix includes a wide variety of
items to meet the needs of infants,  small  children and their care givers,  all
presented within a store designed to provide a safe,  baby-friendly  environment
for the shopping ease of new parents.


Thirteen weeks ended May 5, 2001 compared with April 29, 2000

The following table sets forth the Company's unaudited statements of operations
data:
<TABLE>
<CAPTION>
<S>                                                 <C>                      <C>         <C>               <C>
                                                                        Thirteen weeks ended
                                                     ------------------------------------------------------------

                                                              May 5, 2001                    April 29, 2000
                                                     -------------------------------    -------------------------

Retail net sales                                       $   11,004,000         100.0%      $   10,329,000    100.0%
Cost of goods sold                                          5,543,000          50.4%           5,061,000     49.0%
Operating expense                                           4,680,000          42.5%           4,034,000     39.1%
Non-cash compensation                                          30,000           0.3%              11,000      0.1%
Marketing & advertising expenses                              144,000           1.3%             249,000      2.4%
General & administrative expenses                           1,042,000           9.5%             955,000      9.3%
Pre-opening costs                                              83,000           0.8%             156,000      1.5%
Depreciation & amortization expense                           636,000           5.8%             540,000      5.2%
                                                       --------------         -----       --------------    -----
   Operating loss                                          (1,154,000)        -10.5%            (677,000)    -6.6%
Loss on investment                                                  -                          3,750,000     36.3%
Interest expense                                              221,000           2.0%             241,000      2.3%
                                                       --------------         -----       --------------    -----
   Income (loss) before provision for income taxes         (1,375,000)        -12.5%          (4,668,000)   -45.2%
Provision for income taxes                                     12,000           0.1%              20,000      0.2%
                                                       --------------         -----       --------------    -----
   Net income (loss)                                   $   (1,387,000)        -12.6%      $   (4,688,000)   -45.4%
                                                       ==============         =====       ==============    =====
</TABLE>


     Net Sales. Retail net sales consist of gross product sales to customers net
of returns.  Retail net sales  increased by $0.7  million,  or 6.5%,  from $10.3
million for the  thirteen  weeks  ended April 29, 2000 to $11.0  million for the
thirteen weeks ended May 5, 2001.  The net sales growth  reflects an increase in
the  store  base  from 52 stores  to 65  stores  offset  by a 4.1%  decrease  in
same-store  sales.  The primary  reason for the  decrease in same store sales is
attributable to weak sales in our mall-based stores. On a same-store basis, mall
stores were down 10.1% while street stores were up 8.1%.

     Cost of goods sold.  Cost of goods sold  consists  primarily of the cost of
products sold, inbound freight costs and inventory shrinkage costs. Retail gross
margin decreased to 49.6% from 51.0% in the prior year period.  This decrease is
due primarily to increased freight costs.

     Operating  expense.  Retail operating expense consists of store operational
expenses,  retail  personnel  costs,  and costs related to the  distribution and
warehousing of our retail merchandise. Retail operating expense was $4.7 million
for the  current  period as  compared  to $4.0  million for the same period last
year. The $0.7 million or 16.0%  increase  reflects the addition of 13 new store
locations.  The increase as a percent of sales is primarily due to the operating
costs-to-sales ratio for new stores.

                                       10
<PAGE>

     Non-cash compensation. During the first quarter of Fiscal 2000, the Company
recorded  $11,000 of  non-cash  compensation  expense  associated  with  certain
non-employee  director  grants.  The current  year  reflects  $8,000  related to
non-employee  director grants as well as $22,000  related  to  former  employees
options.

     Marketing and advertising expense. Retail marketing and advertising expense
generally  consists of print advertising in national and regional  publications,
as well as  promotional  mailings to our  customers.  Marketing and  advertising
expense  decreased  from $249,000 for the  thirteen-week  period ended April 29,
2000 to $144,000 for the same period this year.  This  decrease is primarily due
to a decrease in print advertising expense.

     General and  administrative  expense.  General and  administrative  expense
consists primarily of the costs related to management, financial, merchandising,
inventory,  professional service fees and other administrative support.  General
and administrative  expense increased by $87,000, or 9.1%, from $955,000 for the
thirteen  week period ended April 29, 2000 to  $1,042,000  for the thirteen week
period  ended May 5, 2001.  The current  period  includes  $78,000 in  severance
charges  recorded for a former  executive.  General and  administrative  expense
includes  net credits in the amount of $310,000 and $124,000 for the current and
prior year period, respectively. These credits are the result of net billings to
RightStart.com  under the management services agreement.  During the second half
of Fiscal 2000,  RightStart.com  significantly  reduced its staffing  levels and
requested that the Company increase the level of services provided.. The Company
added staffing to respond to this request and, consequently, has been reimbursed
at a greater level than the previous year.

     Pre-opening  costs.  Pre-opening  costs consist  primarily of non-recurring
marketing,  advertising,  and other expenses related to the opening of new store
locations.  Pre-opening  costs decreased  $73,000 from $156,000 for the thirteen
weeks ended April 29, 2000 to $83,000 for the current year.  The primary  reason
for the  decrease  was the expense  recognition  for three stores in the current
period versus six stores in the prior period..

     Depreciation  and  amortization.   Depreciation  and  amortization  expense
increased  $96,000 from  $540,000 in the prior period to $636,000 in the current
period.  The increase was due to additional  assets placed in service related to
new store openings.

     Loss on investment.  Under the equity method of  accounting,  the Company's
loss on its investment in  RightStart.com  was $3.8 million in the first quarter
of Fiscal 2000. Since the third quarter of Fiscal 2000, the Company's investment
in  Rightstart.com  has been carried at zero and therefore the equity method has
been suspended. No further adjustments to the investment will be made until, and
if, RightStart.com reports net income in excess of its accumulated net losses or
if the Company makes additional advances to, or investments in, RightStart.com.

     Interest expense.  Interest expense decreased from $241,000 in the thirteen
weeks  ended April 29,  2000 to  $221,000  for the same  period  this year.  The
decrease  reflects a decrease  in our  average  outstanding  borrowings  for the
current  period  over  the  prior  period  and  lower  interest  rates  on those
borrowings.

     Provision  for income  taxes.  The provision for income taxes is related to
state  income  taxes.  No federal or state  income tax benefit was  recorded for
either the current or prior period due to the uncertainty  surrounding realizing
any further tax benefits in future years.



Liquidity and Capital Resources

General

     We entered  into a Loan and  Security  Agreement  with Wells  Fargo  Retail
Finance (the "Bank") as of January 23, 2001 (the "New Credit Facility"). The New
Credit Facility consists of a standard  revolving line of up to $7,000,000 under
which  borrowings bear interest at a rate of 0.75% over a base rate announced by
Wells Fargo Bank from time to time and a special line of up to $3,000,000  under
which borrowings bear interest at a rate of 1.5% over the base rate. As of April
20, 2001, the Wells Fargo Bank base rate was 7.50%.  We are required to maintain
average availability under the New Credit Facility of at least 85% of amounts in
our budget (calculated on a rolling two-month average basis). As of May 5, 2001,
the  date  of  our  latest  measuring  period,   our  average   availability  is
approximately  95.7% of budget amounts.  As of May 5, 2001, we had approximately
$5,746,000  outstanding under the New Credit Facility and aggregate availability
of  approximately  $2,123,000.  The New Credit  Facility  matures on January 23,
2006.

     During  the  first  quarter,  we used  $260,000  in  cash in our  operating
activities  compared to $153,000 in the comparable period of Fiscal 2000. In the
current year, investing activity consisted of $569,000 for fixed asset additions
compared to $647,000 for fixed asset  additions for the prior year.  The primary
sources  of funds for the  current  period  were  borrowings  under  New  Credit
Facility.


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<PAGE>

     Since  Fiscal  1997,  our retail  store  operating  strategy has focused on
opening and operating new retail stores at street locations,  while closing less
profitable retail  stores at mall  locations. We will make capital  expenditures
during the  upcoming  fiscal year  primarily  in order to  continue  our plan of
opening  street-location  stores.  We  currently  plan to open 10 new  stores in
Fiscal 2001 and to expend  approximately  $125,000 on fixed  assets,  $25,000 on
pre-opening  expenses and $50,000,  net of payables,  on inventory  for each new
store.  Our  ability  to fund our  operations,  open  new  stores  and  maintain
compliance  with our Credit  Facility  is  dependent  on our ability to generate
sufficient  cash flow from operations and secure other financing such as capital
leases.  We reported  operating  losses  related to retail store  operations for
Fiscal 2000 of $3.0 million, for Fiscal 1999 of $3.3 million and for Fiscal 1998
of $2.25 million.  During an economic downturn we expect to see reduced sales at
our existing stores with our mall stores  experiencing the largest impact.  As a
result,  the rate at which we can  execute  our growth  plan will  depend on the
extent  to  which  we can  improve  operating  results  in the  existing  retail
environment  and bring our new stores up to expected sales rates. We continually
look for ways to increase inventory  turnover,  obtain better payment terms from
suppliers and otherwise  improve our  operations to accomplish  these goals.  We
also continually consider our financing  alternatives and monitor the success of
our efforts to improve  operating  results in  determining  the rate at which we
execute our growth strategy.

     We believe  that cash flow from  operations  and  borrowings  under the New
Credit  Facility will provide  sufficient  liquidity to fund  operations  for at
least the next twelve months. If, however, we were to pursue our growth strategy
too aggressively, experience a significant decrease in cash flow from operations
or be unable to obtain expected capital lease financings,  we may be required to
obtain additional financing.

     The  Company's  common  stock is listed and  traded on the Nasdaq  National
Market.  As of May 5, 2001,  the Company's net worth has fallen below the Nasdaq
National Market's  minimum-listing  requirement of $4.0 million and consequently
will result in the Company receiving notice from the Nasdaq that it is no longer
in  compliance  with  minimum  listing  standards  and that its common  stock is
subject to de-listing.  The Company will have  approximately 90 days to increase
its net worth above the minimum  requirement  prior to a final  determination by
Nasdaq. Although management believes there are remedies that can be accomplished
during  this  time  there  can  be  no  assurance  that  the  remedies  will  be
accomplished  or that the  Nasdaq  will  react  favorably  to the  remedies.  In
addition,  the  Company  has  received a notice from Nasdaq that the Company has
failed to evidence a market  value of public  float of at least $5.0 million for
thirty  consecutive  trading days. Nasdaq informed the Company that it has until
August 15, 2001 to regain  compliance for not less than ten consecutive  trading
days.  Failure  would result in a transfer of the  Company's  securities  to the
Nasdaq  SmallCap  market or  delisting.  Should the  securities  be  delisted by
Nasdaq,  it could be more  difficult or more  expensive for the Company to raise
capital.  Given the Company's current public float, the closing bid price of its
common  stock would need to remain above  approximately  $1.68 per share to meet
this compliance standard.


Impact of Inflation

     The  impact  of  inflation  on the  results  of  operations  has  not  been
significant during our last three fiscal years.


Seasonality

     Our business is not significantly impacted  by seasonal  fluctuations  when
compared to many other  specialty  retail  operations.  Our products are for the
most part  need-driven and our customer is often the end user of the products we
sell as opposed to a gift giver.  We do,  however,  experience  increased  sales
during the Christmas holiday season, primarily in our mall stores.


                                       12
<PAGE>

Other Matters

New Accounting Requirements

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards SFAS 133, "Accounting for Derivative  Instruments
and Hedging Activities,"  effective beginning in the first quarter of 2000. SFAS
133 establishes  accounting and reporting standards for derivative  instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging activities. It requires companies to recognize all derivatives as either
assets or liabilities on the balance sheet and measure those instruments at fair
value. SFAS 133 was amended by SFAS No. 137 which defers the  effective  date of
the SFAS 133 to all fiscal  quarters of fiscal  years  beginning  after June 15,
2000.  SFAS No. 133 became  effective  for our first fiscal  quarter in the year
2001 and did not have a material effect on the Company's financial position.

     In April 2001, the Emerging  Issues Task Force (EITF) of the FASB reached a
consensus on issue No. 00-14,  "Accounting for Certain Sales  Incentives," which
requires the cost of certain sales incentives, such as coupons, to be classified
as a reduction of revenue. The Company's policy with respect to coupons complies
with EITF No. 00-14 and,  therefore,  does not have any impact on its  financial
statements.



           Quantitative and Qualitative Disclosures About Market Risk

     In the ordinary  course of operations,  we face no significant  market risk
from derivative instruments.  Our purchase of imported products subjects us to a
minimum  amount of foreign  currency  risk.  Foreign  currency risk is that risk
associated with recurring transactions with foreign companies, such as purchases
of goods from foreign vendors.  If the strength of foreign currencies  increases
compared  to the United  States  dollar,  the price of imported  products  could
increase.  We have no commitments,  however,  for future  purchases with foreign
vendors  and,  additionally,  we  have  the  ability  to  source  many  products
domestically in the event of significant import price increases.

     See  "Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations -- Liquidity and Capital Resources" above for a discussion
of our debt  obligations,  the  interest  rates of which are linked to the prime
rate. We have not entered into any  derivative  financial  instruments to manage
interest  rate  risk,  currency  risk  or for  speculative  purposes  and we are
currently not evaluating the future use of these instruments.



                                       13
<PAGE>



                                     PART II

                                OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K

              The Company filed no reports on Form 8-K in the quarter.


The following exhibits of The Right Start, Inc. are included herein:


Exhibit Number

              There are no exhibits to be filed.

                                       14
<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 and thereunto duly authorized.


                                                THE RIGHT START, INC.



Date:  June 18, 2001                            /s/ JERRY WELCH
                                                   Jerry Welch
                                                   Chief Executive Officer

Date:  June 18, 2001                            /s/ RAYMOND P. SPRINGER
                                                   Raymond P. Springer
                                                   Chief Financial Officer


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