FORM 10-Q

                        SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended August 2, 1997

                                        OR

o  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 in its charter)

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

         5334 Sterling Center Drive Westlake Village, California 91361
         -------------------------------------------------------------
              (Address of principal executive offices) (Zip code)

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

                                  Not applicable
                                  --------------
    (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 ____

               APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

      Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes ____ No ____

                    (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

      Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

Title:  Common Stock                      Outstanding:  8,593,639 shares

<PAGE>

                               THE RIGHT START, INC.

                                INDEX TO FORM 10-Q
                   FOR THE THIRTEEN AND TWENTY-SIX WEEK PERIODS
                               ENDED AUGUST 2, 1997



                          PART I - FINANCIAL INFORMATION


Item 1. Financial Statements (unaudited)

        Consolidated Balance Sheet                     3
        Consolidated Statement of Operations           4
        Consolidated Statement of Cash Flows           5
        Notes to Consolidated Financial Statements     6

Item 2. Management's  Discussion and Analysis of
        Financial Condition and Resultsof Operations   7



                            PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K 9

SIGNATURES                                             10
































<PAGE>

                               THE RIGHT START, INC.
                                   BALANCE SHEET
                                    (unaudited)
<TABLE>
<CAPTION>



                                                     August 2,      February 1,
                                                       1997             1997
                                                 ------------      ------------
<S>                                              <C>               <C>

ASSETS
Current  assets:
  Cash                                           $    374,000      $    313,000
  Accounts receivable                                 300,000           938,000
  Note receivable                                     139,000           200,000
  Merchandise inventories                           7,271,000         7,664,000
  Prepaid catalog expenses                          1,200,000           782,000
  Deferred pre-opening costs, net                     266,000           543,000
  Other current assets                              1,362,000         1,264,000
                                                 ------------      ------------

     Total current assets                          10,912,000        11,704,000
                                                 ------------      ------------
Noncurrent assets:
  Property, plant and equipment, net               10,367,000         9,841,000
  Other non-current assets                             36,000            37,000
  Deferred income tax benefit                       1,400,000         1,400,000
                                                 ------------      ------------

                                                   11,803,000        11,278,000
                                                 ------------      ------------

                                                 $ 22,715,000      $ 22,982,000
                                                 ============      ============


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses          $  4,662,000      $  6,076,000
  Accrued salaries and bonuses                        447,000           517,000
  Advance payments on orders                           70,000            31,000
  Note payable                                      2,003,000         1,833,000
                                                 ------------      ------------

     Total current liabilities                      6,905,000         8,457,000
                                                 ------------      ------------

Note payable long term                              3,000,000         2,643,000
Senior subordinated notes, net of
   unamortized discount of $324,000                 2,676,000
Convertible subordinated debentures                 3,000,000         3,000,000
Deferred rent                                       1,934,000         1,710,000
                                                 ------------      ------------

     Total long term liabilities                   10,610,000         7,353,000
                                                 ------------      ------------
Commitments and contingencies
Shareholders' equity:
  Common stock (25,000,000 shares authorized at
  no par value; 8,593,639 and 7,949,306 shares
  issued and outstanding, respectively)            18,632,000        16,961,000
     Accumulated deficit                          (13,709,000)       (9,789,000)
                                                 ------------      ------------

                                                    4,923,000         7,172,000
                                                 ------------      ------------

                                                 $ 22,715,000      $ 22,982,000
                                                 ============      ============
</TABLE>





<PAGE>

                               THE RIGHT START, INC.
                       CONSOLIDATED STATEMENT OF OPERATIONS
                                    (unaudited)
<TABLE>
<CAPTION>



                                               Thirteen Weeks               Twenty-six weeks
                                                   Ended                         Ended
                                         ---------------------------   ---------------------------

                                           August 2,       August3,      August 2,      August 3,
                                             1997           1996           1997           1996
                                         ------------   ------------   ------------   ------------
<S>                                      <C>            <C>            <C>            <C>

Net sales:
  Retail                                 $  8,171,000   $  6,298,000   $ 15,585,000   $ 11,510,000
  Catalog                                   1,782,000      3,318,000      4,304,000      8,928,000
                                         ------------   ------------   ------------   ------------
                                            9,953,000      9,616,000     19,889,000     20,438,000
Other revenues                                 87,000        235,000        160,000        396,000
                                         ------------   ------------   ------------   ------------

                                           10,040,000      9,851,000     20,049,000     20,834,000
                                         ------------   ------------   ------------   ------------

Costs and expenses:
  Cost of goods sold                        5,314,000      5,629,000     10,231,000     11,286,000
  Operating expense                         4,647,000      5,186,000      9,828,000      9,711,000
  General and administrative expense          876,000      1,408,000      1,939,000      2,451,000
  Pre-opening cost amortization               160,000        184,000        377,000        275,000
  Depreciation and amortization expense       397,000        304,000        791,000        554,000
                                         ------------   ------------   ------------   ------------

                                           11,394,000     12,711,000     23,166,000     24,277,000
                                         ------------   ------------   ------------   ------------

Operating loss                             (1,354,000)    (2,860,000)    (3,117,000)    (3,443,000)
Interest expense (income), net                285,000         (6,000)       490,000         34,000
Other expense                                 293,000                       293,000        450,000
                                         ------------   ------------   ------------   ------------

Loss before income taxes                   (1,932,000)    (2,854,000)    (3,900,000)    (3,927,000)
Income tax provision (benefit)                 10,000         94,000         20,000       (425,000)
                                         ------------   ------------   ------------   ------------

Net loss                                 $ (1,942,000)  $ (2,948,000)  $ (3,920,000)  $ (3,502,000)
                                         ============   ============   ============   ============

Loss per share                           $      (0.23)  $      (0.37)  $      (0.46)  $      (0.48)
                                         ============   ============   ============   ============
Weighted average number of shares
     outstanding                            8,593,639      7,937,053      8,546,496      7,346,157
                                         ============   ============   ============   ============


</TABLE>
















                                        4

<PAGE>

                               THE RIGHT START, INC.
                              STATEMENT OF CASH FLOWS
                                    (unaudited)

<TABLE>
<CAPTION>

                                                                  Twenty-six weeks
                                                                        Ended
                                                              -------------------------
                                                               August 2,      August 3,
                                                                 1997           1996
                                                              -----------   -----------
<S>                                                           <C>           <C>

Cash flows from operating activities:
     Net loss                                                 $(3,920,000)  $(3,502,000)
     Adjustments to reconcile net loss
        to net cash used in operating activities:
         Depreciation and amortization                            817,000       554,000
         Pre-opening cost amortization                            377,000       275,000
         Change in assets and liabilities affecting
         operations                                              (743,000)      789,000
                                                              -----------   -----------
         Net cash used in operating activities                 (3,469,000)   (1,884,000)
                                                              -----------   -----------
Cash flows from investing activities:
     Additions of property, plant and equipment                (1,317,000)   (2,062,000)
     Proceeds from sale of telemarketing center                                 250,000
                                                              -----------   -----------
     Net cash used in investing activities                     (1,317,000)   (1,812,000)
                                                              -----------   -----------
Cash flows from financing activities:
     Borrowings (repayments) under note payable to bank, net      527,000      (964,000)
     Proceeds from common stock issued upon
         exercise of stock options                              1,320,000       165,000
     Proceeds from common stock issued pursuant a
         rights offering                                                      4,906,000
     Proceeds from subordinated notes                           3,000,000
                                                              -----------   -----------
         Cash provided by financing activities                  4,847,000     4,107,000
                                                              -----------   -----------
Net increase in cash                                               61,000       411,000
Cash at beginning of period                                       313,000       141,000
                                                              -----------   -----------
Cash at end of period                                         $   374,000   $   552,000
                                                              ===========   ===========
</TABLE>




















                                         5
<PAGE>


                               THE RIGHT START, INC.
                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: Description of Business and Significant Accounting Policies

The Right Start, Inc. is a leading merchant offering unique, high-quality
juvenile products for infants and young children.  The Company markets its
products through its retail stores, located in major regional malls across the
nation, and through The Right Start Catalog.

     Effective  February 1, 1997, the Company changed its fiscal year end to the
Saturday closest to the last day of January. Previously, the Company reported on
a fiscal year ending the Saturday  closest to the last day of May. This resulted
in a  thirty-three  week  reporting  period for the period June 2, 1996  through
February 1, 1997 (the "Transition Period").

     There have been no changes in the Company's significant accounting policies
as  set  forth  in the  Company's  consolidated  financial  statements  for  the
Transition  Period.  These  unaudited  consolidated  financial  statements as of
August 2, 1997 and for the thirteen and twenty-six  periods then ended have been
prepared in accordance with generally accepted accounting principles for interim
financial information.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. 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 current year presentation.

     Results of operations  for the thirteen and  twenty-six  week periods ended
August  2,  1997  are not  necessarily  indicative  of the  results  that may be
expected for the year ending January 31, 1998.

NOTE 2: Per Share Data

     Earnings per share is computed in accordance with the treasury stock method
based upon the weighted  average  number of common  shares and  dilutive  common
stock equivalents  outstanding.  Common stock equivalents comprise stock options
outstanding to key executives, employees and directors.

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("FAS 128"). FAS
128 is effective  for the Company at January 31, 1998.  The  statement  requires
that basic  earnings per share  ("EPS") be presented  instead of primary EPS. It
also  requires both basic and diluted EPS be presented on the face of the income
statement, if applicable, as well as additional disclosures on the components of
EPS. Had the Company adopted FAS 128 at August 2, 1997, there would be no effect
on the financial statements for the periods then ended.
NOTE 3: Supplemental Disclosure of Cash Flow Information

     Interest  paid  amounted to $394,000  and $4,000 for the  twenty-six  weeks
ended  August 2, 1997 and  August 3,  1996,  respectively.  Cash paid for income
taxes was $4,000 and $8,000 for the  twenty-six  weeks ended  August 2, 1997 and
August 3, 1996, respectively.

     Details of changes in assets and liabilities  which  increased  (decreased)
cash is presented below:
<TABLE>
<CAPTION>

                                       Twenty-six weeks ended
                                       -----------------------
                                        August 2,     August 3,
                                          1997          1996
                                       -----------   ---------
<S>                                    <C>           <C>

Accounts receivable                    $   638,000   $(129,000)
Note receivable                             61,000    (248,000)
Merchandise inventories                    393,000     615,000
Prepaid catalog expenses                  (418,000)    454,000
Other current assets                       (98,000)    939,000
Other non-current assets                     1,000    (509,000)
Accounts payable and accrued expenses   (1,413,000)   (385,000)
Accrued salaries and bonuses               (70,000)   (112,000)
Advance payments on orders                  39,000      61,000
Deferred pre-opening costs                (100,000)   (335,000)
Deferred rent                              224,000     438,000
                                       -----------   ---------
                                       $  (743,000)  $ 789,000
                                       ===========   =========
</TABLE>

                                                             6
<PAGE>





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

        Thirteen weeks ended August 2, 1997 compared with August 3, 1996


     Net sales for the  thirteen  weeks ended August 2, 1997  increased  3.5% to
$9,953,000 as compared to $9,616,000  for the same period last year.  Retail net
sales increased 29.7% to $8,171,000 from $6,298,000 last year, while catalog net
sales  decreased  46.3% to $1,782,000 from $3,318,000 last year. The increase in
retail  sales  results  from an increase in the number of stores open from 23 at
August 3, 1996 to 40 at August 2, 1997, offset by a decline in average sales per
store.  Contributing to the decline in average sales per store was the extensive
amount of  promotional  activity that occurred in 1996 not present in 1997.  The
catalog sales decline is in line with the reduced  circulation  planned for this
period as compared to the same period of the prior year. The Company has reduced
the  circulation  of The Right Start  Catalog in order to better  position it to
strategically support and complement the retail store operations.

     Cost of goods sold decreased 5.6% to $5,314,000 from $5,629,000,  resulting
in a gross  margin of 46.6% for the second  quarter of fiscal  1997  compared to
41.5% last year.  Improved margins reflect the reduced  promotional  activity as
compared to the prior year and stronger  initial  margins on new products  being
introduced.

     Operating  expense  decreased 10.4% due to reductions in catalog  operating
expenses offset by a slight increase in retail operating expenses. The increased
retail expenses  represent  additional  occupancy costs incurred for new stores,
offset by decreases in payroll and other expenses  resulting  from  management's
cost saving efforts.

     General and administrative  expense decreased 37.8% or $532,000 as compared
with the second quarter of the prior year.  The expense  reduction is reflective
of management's efforts to reduce corporate overhead expenses.

     Depreciation and amortization  expense  increased to $397,000 from $304,000
due to the addition of improvements and equipment associated with the new stores
opened since last year.

     Interest expense,  net was $285,000 for the quarter ended August 2, 1997 as
compared to income of $6,000 for the same period of the prior year. The increase
is due to the increased  borrowings  under the Company's credit facility and the
issuance of the subordinated notes and convertible debentures.

     Other  expense of $293,000 for the quarter  ended  August 2, 1997  reflects
severance  expense  recorded  in  conjunction  with the  termination  of certain
management  employees  and costs  incurred in relocating  the Company's  catalog
distribution facilities.



       Twenty-six weeks ended August 2, 1997 compared with August 3, 1996

     Net sales for the first half of fiscal 1997  declined  2.7% to  $19,889,000
from  $20,438,000 for the same period last year. For the first half,  retail net
sales increased 35.4% to $15,585,000  from  $11,510,000 last year, while catalog
net sales  decreased 51.8% to $4,304,000 from $8,928,000 last year. The increase
in retail sales results from an increase in the number of stores open from 23 at
August 3, 1996 to 40 at August 2, 1997, offset by a decline in average sales per
store.  Contributing to the decline in average sales per store was the extensive
amount of  promotional  activity that occurred in 1996 not present in 1997.  The
catalog sales decline is in line with the reduced  circulation  planned for this
period as compared to the same period of the prior year. The Company has reduced
the  circulation  of The Right Start  Catalog in order to better  position it to
strategically support and complement the retail store operations.









                                         7

<PAGE>



     Cost  of  goods  sold  decreased  9.3%  to  $10,231,000  from  $11,286,000,
resulting in a gross margin of 48.6% for the first half of fiscal 1997  compared
to 44.8% last year. Improved margins reflect the reduced promotional activity as
compared to the prior year and stronger  initial  margins on new products  being
introduced.

     Operating  expense  increased  1.2%  due to an  increase  of 17  stores  in
operation, offset by reductions in catalog production costs.

     General and administrative  expense decreased 20.9% or $512,000 for the six
month period  ended  August 2, 1997 as compared  with the same period last year.
The expense reduction is reflective of management's  efforts to reduce corporate
overhead expenses.

     Pre-opening  cost  amortization  increased  to  $377,000  for the six month
period ended  August 2, 1997 from  $275,000 for the period ended August 3, 1996.
The  increase  is a result  of the  number of  stores  opened in the  respective
periods.

     Depreciation and amortization  expense  increased 42.8% to $791,000 for the
six months  ended  August 2, 1997 as compared to $554,000 for the same period of
the prior year.  The  increase  results from the  addition of  improvements  and
equipment associated with the new stores opened since last year.

     Interest expense,  net increased to $490,000 for the six month period ended
August 2, 1997 as compared to $34,000 for the same period of the prior year. The
increase is due to the increased  borrowings under the Company's credit facility
and the placement of the subordinated notes and convertible debentures.

     Other  expense of $293,000 for the six months ended August 2, 1997 reflects
severance  expense  recorded  in  conjunction  with the  termination  of certain
management  employees  and costs  incurred in relocating  the Company's  catalog
distribution facilities. This compares to $450,000 of severance expense recorded
in the same period of 1996.

                         Liquidity and Capital Resources

     During the six months ended August 2, 1997, the Company's primary source of
liquidity  was  from  the  sale  of  convertible   subordinated  debentures  and
borrowings under its $13,000,000 senior credit facility (the "Credit Facility").
These sources  funded cash used in  operations  of  $3,469,000  and in investing
activities of $1,317,000. Capital expenditures represent amounts incurred in the
construction  of new stores which were opened in late 1996 and in the first half
of fiscal  1997.  The Company  opened  three  stores in the first half of fiscal
1997.

     Effective May 6, 1997, the Company raised  $3,000,000  through the issuance
and sale of subordinated debt and warrants to purchase common stock to a limited
number  of  investors  (some  of  whom  are  affiliates  of  the  Company).  The
subordinated  notes bear  interest  at 11.5% and are due in full on May 6, 2000.
Warrants to purchase an aggregate of 475,000 shares of common stock at $3.00 per
share were issued in connection with the subordinated notes.

     The Credit Facility consists of a $10,000,000  revolving line of credit for
working  capital (the  "Revolving  Line") and a $3,000,000  capital  expenditure
facility (the "Capex Line"). Availability under the Revolving Line is subject to
a defined  borrowing  base. As of August 2, 1997,  borrowings of $2,003,000  and
$3,000,000  were  outstanding  under  the  Revolving  Line and the  Capex  Line,
respectively,  and $731,000 was available  under the Revolving  Line. The Credit
Facility  terminates  on  November  19,  1999 and on such  date  all  borrowings
thereunder are immediately due and payable. Borrowings under the Credit Facility
are secured by substantially all of the Company's assets.










                                         8

<PAGE>




     The Credit  Facility,  as  amended,  requires  the  Company at all times to
maintain net worth (defined to include equity and subordinated debt) of at least
$8 million.  The Credit Facility also limits the Company's EBITDA (as defined in
the Credit  Facility)  to losses of  $1,850,000  and  $3,000,000  during the two
quarter  period ended August 2, 1997 and the three quarter period ending October
31, 1997, respectively.  Thereafter,  the Credit Facility requires the Company's
interest  coverage  (as  defined  therein) to be at least (i) 1.5 to 1.0 for the
quarter  ending  January 31,  1998,  (ii) 1.0 to 1.0 for the two quarter  period
ending April 30, 1998, (iii) 1.5 to 1.0 for the three quarter period ending July
31,  1998,  and (iv) 2.0 to 1.0 for the four  quarter  period at the end of each
subsequent  quarter.  Interest  coverage  is defined in the Credit  Facility  as
EBITDA divided by interest expense (each defined therein). During the first half
of fiscal 1997,  the Company's  losses  exceeded  those  permitted by the Credit
Facility.  The lender  subsequently  waived the requirement for the period ended
August 2, 1997.

     Effective September 4, 1997, the Company entered into a Securities Purchase
Agreement with a limited number of investors (some of whom are affiliates of the
Company),  pursuant to which it issued 1,510,000 shares of common stock at $2.50
per share, generating proceeds of $3,775,000 for the Company.

     The Company's ability to fund its operations,  open new stores and maintain
compliance  with the Credit  Facility  is  dependent  on its ability to generate
sufficient  cash flow form  operations.  Historically,  the Company has incurred
losses and expects to continue to incur  losses in the near term.  Depending  on
the success of its business  strategy,  the Company may continue to incur losses
beyond  such  period.  Losses  could  negatively  affect  working  capital,  the
extension of credit by the  Company's  suppliers  and the  Company's  ability to
maintain compliance with its debt covenants.


                           Part II. Other Information

Item 6. Exhibits and Reports on Form 8-K

     The Company  filed a Report on Form 8-K on May 21, 1997 with respect to the
Company's  May 6, 1997  issuance of  subordinated  debt and warrants to purchase
common stock.

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

Exhibit
Number
------

10.1 Securities Purchase Agreement dated as of September 4, 1997

10.2 Second  Amendment to Loan and Security  Agreement and Limited  Waiver dated
     July 10, 1997 between Heller Financial, Inc. and The Right Start, Inc.

10.3 Third Amendment to Loan and Security Agreement,  Limited Waiver and Consent
     dated September 3, 1997 between Heller Financial, Inc. and The Right Start,
     Inc.

27   Financial Data Schedule














                                         9
<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.

                              The Right Start, Inc.


September 12, 1997           By:\S\ Jerry R. Welch
                               -----------------------
Date                           Jerry R. Welch
                               Chief Executive Officer



September 12, 1997           By:\S\ Gina M. Shauer
                               -----------------------
Date                           Gina M. Shauer
                               Chief Financial Officer