<PAGE>

                      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 July 31, 1999

                                      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 organiztion)                    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 July 31, 1999 - 5,059,203 shares
<PAGE>

                             THE RIGHT START, INC.

                              INDEX TO FORM 10-Q
                FOR THE THIRTEEN AND TWENTY - SIX WEEK PERIODS
                              ENDED JULY 31, 1999



                        PART I - FINANCIAL INFORMATION

<TABLE>
<S>                                                                  <C>
Item 1.        Consolidated Financial Statements (unaudited)

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

Item 2.        Management's Discussion and Analysis of Financial
               Condition and Results of Operations                    10



                          PART II - OTHER INFORMATION

Item 6.        Exhibits and Reports on Form 8-K                       15


SIGNATURES                                                            16
</TABLE>

                                       2
<PAGE>



                             THE RIGHT START, INC.
                          CONSOLIDATED BALANCE SHEETS
                                  (unaudited)

<TABLE>
<CAPTION>
                                                          July 31,          January 30,
                                                            1999               1999
                                                      ---------------     ---------------
<S>                                                   <C>                 <C>
ASSETS
Current assets:
  Cash and cash equivalents                            $ 14,765,000        $    626,000
  Accounts and other receivables                            691,000             585,000
  Merchandise inventories                                 6,471,000           5,797,000
  Prepaid catalog costs                                     228,000             363,000
  Other current assets                                    1,213,000             929,000
                                                       ------------        ------------

    Total current assets                                 23,368,000           8,300,000


Property, plant and equipment, net                        8,932,000           7,884,000
Deferred income taxes                                     1,400,000           1,400,000
Other noncurrent assets                                     118,000              87,000
                                                       ------------        ------------

                                                       $ 33,818,000        $ 17,671,000
                                                       ============        ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses                $  4,398,000        $  3,349,000
  Accrued salaries and bonuses                              508,000             433,000
  Advance payments on orders                                 24,000              40,000
  Revolving line of credit                                2,332,000
  Term note payable                                       2,250,000           2,750,000
                                                       ------------        ------------

    Total current liabilities                             9,512,000           6,572,000

Deferred rent                                             1,429,000           1,449,000

Minority interest in consolidated subsidiary             15,000,000

Mandatorily redeemable preferred stock Series A,
  $3,000,000 redemption value                             1,932,000           1,789,000

Shareholders' equity:
  Convertible preferred stock Series B                    2,813,000           2,813,000
  Convertible preferred stock Series C                    3,850,000           3,850,000
  Common stock (25,000,000 shares authorized
    at no par value; 5,051,820 issued and outstanding)   22,374,000          22,337,000
  Additional paid-in capital                              4,354,000           3,571,000
  Accumulated deficit                                   (27,446,000)        (24,710,000)
                                                       ------------        ------------

                                                       $ 33,818,000        $ 17,671,000
                                                       ============        =============
</TABLE>

          See accompanying notes to consolidated financial statements

                                       3
<PAGE>



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

<TABLE>
<CAPTION>
                                                            Thirteen weeks ended                  Twenty-six weeks ended
                                                      ----------------------------------      ---------------------------------
                                                      July 31, 1999       August 1, 1998      July 31, 1999      August 1, 1998
                                                      -------------       --------------      -------------      --------------
<S>                                                   <C>                 <C>                 <C>                <C>
Net sales:
  Retail                                               $ 9,464,000         $ 7,791,000         $18,499,000         $15,120,000
  Internet                                                 226,000                                 226,000
  Catalog                                                  869,000             964,000           2,555,000           2,676,000
                                                       -----------         -----------         -----------         -----------
                                                        10,559,000           8,755,000          21,280,000          17,796,000
                                                       -----------         -----------         -----------         -----------
Costs and expenses:
  Cost of goods sold                                     5,206,000           4,571,000          10,321,000           9,156,000
  Operating expense                                      4,609,000           3,836,000           8,790,000           8,049,000
  General and administrative expense                       981,000             855,000           1,890,000           1,777,000
  Pre-opening costs                                         75,000              19,000             137,000              50,000
  Depreciation and amortization expense                    399,000             326,000             748,000             674,000
  Minority interest in consolidated subsidiary             (17,000)                                (17,000)
  Other (income) and expense:
     Non-cash compensation                               1,770,000                               1,770,000
     Store closing (income) expense                        151,000              39,000             151,000            (113,000)
                                                       -----------         -----------         -----------         -----------
                                                        13,174,000           9,646,000          23,790,000          19,593,000

Operating loss                                          (2,615,000)           (891,000)         (2,510,000)         (1,797,000)
Interest expense                                           112,000             122,000             197,000             438,000
                                                       -----------         -----------         -----------         -----------
Loss before income taxes and
   extraordinary item                                   (2,727,000)         (1,013,000)         (2,707,000)         (2,235,000)
Income tax provision                                        20,000               5,000              29,000              17,000
                                                       -----------         -----------         -----------         -----------
Loss before extraordinary item                          (2,747,000)         (1,018,000)         (2,736,000)         (2,252,000)
Extraordinary gain on debt restructuring                                                                                27,000
                                                       -----------         -----------         -----------         -----------

Net loss                                               $(2,747,000)        $(1,018,000)        $(2,736,000)        $(2,225,000)
                                                       ===========         ===========         ===========         ===========

Basic and diluted loss per share                       $     (0.56)        $     (0.20)        $     (0.57)        $     (0.44)
                                                       ===========         ===========         ===========         ===========

Weighted average number of shares
     outstanding                                         5,058,878           5,051,820           5,055,349           5,051,820
</TABLE>

          See accompanying notes to consolidated financial statements

                                       4
<PAGE>



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

<TABLE>
<CAPTION>
                                                                           Twenty-six weeks ended
                                                                     ----------------------------------

                                                                     July 31, 1999       August 1, 1998
                                                                     -------------       --------------
<S>                                                                  <C>                 <C>
Cash flows from operating activities:
   Net loss                                                           $(2,736,000)        $(2,225,000)
   Adjustments to reconcile net loss
     to net cash provided by (used in) operating activities:
       Depreciation and amortization                                      748,000             725,000
       Non-cash compensation                                            1,770,000
       Store closing expense                                              151,000              39,000
       Minority interest in consolidated subsidiary                       (17,000)
       Amortization of discount on senior subordinated notes                                   40,000
       Extraordinary gain                                                                     (27,000)
       Change in assets and liabilities affecting operations               64,000             107,000
                                                                      -----------         -----------

       Net cash used in operating activities                              (20,000)         (1,341,000)
                                                                      -----------         -----------

Cash flows from investing activities:
   Additions to property, plant and equipment                          (1,575,000)           (459,000)
                                                                      -----------         -----------

       Net cash used in investing activities                           (1,575,000)           (459,000)
                                                                      -----------         -----------

Cash flows from financing activities:
   Net proceeds from (payments on) revolving line of credit             2,332,000          (2,014,000)
   Payments on term note payable                                         (500,000)
   Proceeds from exercise of stock options                                 37,000
   Sale of preferred stock in consolidated subsidiary, net             13,865,000
   Proceeds from sale of senior subordinated notes, net                                     3,850,000
                                                                      -----------         -----------

       Net cash provided by financing activities                       15,734,000           1,836,000
                                                                      -----------         -----------

Net increase in cash and cash equivalents                              14,139,000              36,000
Cash at beginning of period                                               626,000             240,000
                                                                      -----------         -----------

Cash and cash equivalents at end of period                            $14,765,000         $   276,000
                                                                      ===========         ===========
</TABLE>

          See accompanying notes to consolidated financial statements

                                       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 specialty merchant offering unique, high-quality
juvenile products for infants and young children.  The Company markets its
products through its retail stores, The Right Start Catalog and its Internet
site, www.rightstart.com.

     The consolidated financial statements include the results of The Right
Start, Inc. and its newly formed, majority-owned subsidiary, Rightstart.com Inc.
Rightstart.com was formed in April 1999 for the purpose of engaging in
electronic commerce over the Internet.  Effective May 1, 1999, the Company
contributed its catalog operations to Rightstart.com and in July 1999,
Rightstart.com issued preferred stock to certain investors representing 33%, on
a fully-diluted basis, of Rightstart.com's outstanding capital stock.  The
preferred stock is reflected as minority interest in consolidated subsidiary in
the accompanying consolidated balance sheet at July 31, 1999.

     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 January
30, 1999.  These unaudited financial statements as of July 31, 1999 and for the
thirteen and twenty-six week 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.

     Operating results for the thirteen and twenty-six week periods ended July
31, 1999 are not necessarily indicative of the results that may be expected for
the year ending January 29, 2000.

NOTE 2:  Per Share Data

     On December 15, 1998, the Company's shareholders approved a one-for-two
reverse split of the Company's common stock, which had previously been approved
by the Company's Board of Directors.  The reverse split was effective December
15, 1998.  All references in the consolidated financial statements to shares and
related prices have been adjusted to reflect the reverse split.

     Basic per share data is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding.
Diluted per share data is computed by dividing income 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 year.

<TABLE>
<CAPTION>
                                                     Thirteen Weeks Ended              Twenty-six Weeks Ended
                                               --------------------------------   --------------------------------
                                               July 31, 1999    August 1, 1998    July 31, 1999    August 1, 1998
                                               --------------   ---------------   --------------   ---------------
<S>                                            <C>              <C>               <C>              <C>
Income (loss) before extraordinary item          $(2,747,000)      $(1,018,000)     $(2,736,000)      $(2,252,000)
Preferred stock accretion                            (73,000)      ___________         (143,000)       __________
                                                 -----------                        -----------
Basic and diluted loss before extraordinary
 item applicable to common shareholders          $(2,820,000)      $(1,018,000)     $(2,879,000)      $(2,252,000)
                                                 ===========       ===========      ===========       ===========
</TABLE>

     Securities that could potentially dilute basic EPS in the future that were
not included in the computation of diluted EPS because to do so would have been
antidilutive for the periods presented include options outstanding to purchase
701,161 and 644,000 shares of common stock at July 31, 1999 and August 1, 1998,
respectively, Series B preferred stock convertible into 1,000,000 shares of
common stock and Series C preferred stock convertible into 1,925,000 shares of
common stock at July 31, 1999.

                                       6
<PAGE>

NOTE 3:   Minority Interest

     Minority interest represents the preferred stock issued by the Company's
subsidiary.  Rightstart.com issued 3,333,333 shares of Series A Convertible
Preferred Stock, representing 33% of its fully-diluted capital stock, in
exchange for $15,000,000.  Holders of the convertible preferred stock are
entitled to a liquidation preference in aggregate of $15,000,000, voting rights,
registration rights and a dividend preference.  All terms are more fully defined
in the Series A Preferred Stock Purchase Agreement.  Each share of Series A
Convertible Preferred Stock is convertible into one share of common stock of
Rightstart.com Inc.  Series A Convertible Preferred Stock was excluded in the
calculation of earnings per share because it was anti-dilutive.

NOTE 4:   Recapitalization and Extraordinary Gain:

     In order to enhance  the  Company's  liquidity  and  improve  its  capital
structure, effective April 13, 1998 the Company completed a private placement of
non-interest  bearing senior subordinated notes in an aggregate principal amount
of  $3,850,000,  together with  detachable  warrants to purchase an aggregate of
1,925,000 shares of common stock exercisable at $2.00 per share (the "New
Securities").  The New Securities  were sold for an aggregate  purchase  price
of  $3,850,000  and were purchased principally by affiliates of the Company.

     In connection  with the sale of the New  Securities,  the Company  entered
into an agreement  (the  "Agreement")  with all of the holders of the  Company's
existing  subordinated  debt and warrant  securities  representing  an aggregate
principal amount of $6,000,000.  Pursuant to the Agreement,  each holder (of new
and old securities)  agreed to exchange all of its subordinated  debt securities
together  with any warrants  issued in  connection  therewith,  for newly issued
preferred  stock.  The issuance of the shares of preferred  stock was subject to
the  approval of the  Company's  shareholders,  which  approval  was received on
December 15, 1998.

     Ten shares of newly  issued  preferred  stock were  issued for each $1,000
principal amount of subordinated debt securities exchanged.  The total number of
shares  issued  were  30,000,  30,000 and 38,500 for Series A, B and C Preferred
Stock, respectively.

     Holders of  $3,000,000  principal  amount of  existing  subordinated  debt
securities  elected  to  receive Series A  Preferred  Stock  which has no fixed
dividend rights, is not convertible into common stock, is mandatorily redeemable
by the Company in May 2002 and does not accrue  dividends  unless the Company is
unable to redeem the Series A Preferred Stock at the required  redemption  date,
at which point  dividends  would begin to accumulate and accrue at a rate of $15
per share per annum.

     Holders of  $3,000,000  principal  amount of  existing  subordinated  debt
securities elected to receive Series B convertible  preferred stock which has no
fixed dividend rights and is convertible  into common stock at a price per share
of $3.00.

     Holders of the $3,850,000  principal  amount of New Securities  elected to
receive Series C convertible  preferred stock which has no fixed dividend rights
and is convertible into common stock at a price per share of $2.00.

     As the $3,850,000 of New Securities  were issued in  contemplation  of the
exchange into convertible preferred stock, the accounting for the New Securities
is analogous to convertible  debt.  The New Securities  were to be exchanged for
Series C preferred stock which were convertible into common stock at a price per
share of  $2.00.  As of the date of issue of the New  Securities,  the stock was
trading at $4.00 per share. Since the conversion feature was in the money at the
date of  issue of the  debt,  the  portion  of the  debt  proceeds  equal to the
beneficial  conversion feature of $3,850,000 was allocated to additional paid-in
capital.  The resulting  debt  discount of $3,850,000  was amortized to interest
expense  over  the  period  from  the  April  issuance  date to the date the New
Securities  were  first  convertible.  The date the New  Securities  were  first
convertible  was the exchange date when the New  Securities  were  exchanged for
convertible  preferred  stock. No value was assigned to the warrants because the
requirement  to exchange the  warrants,  together  with the debt,  for preferred
stock resulted in an assessment that the warrants had no independent value apart
from the exchange transaction.

     The  exchanges of the  subordinated  debt and warrant  securities  for the
preferred  stock were recorded at the date of issuance of the  preferred  stock.
The fair value of each preferred  stock series was determined as of

                                       7
<PAGE>

the issuance date of the stock.  The difference between the fair value of the
Series A preferred stock granted of $1,769,000 and the carrying amount of the
related subordinated debt security's balance exchanged of $3,000,000 was
recognized as a gain on the extinguishment of debt, net of transaction expenses,
in the amount of $1,231,000 which was recorded in the fourth quarter of fiscal
1998.  The difference between the fair value of the Series B preferred stock
granted of $2,812,000 and the carrying amount of the related subordinated debt
security's balance plus accrued interest exchanged of $2,828,000 was recognized
as a gain on the extinguishment of debt, net of transaction expenses, in the
amount of $16,000 with $8,000 of the gain on the exchange of notes held by
principal shareholders recorded as a credit to additional paid-in capital.
There was no gain or loss recognized on the conversion of New Securities.

     In connection with the above restructuring,  effective April 13, 1998, the
holders  of  the  Company's $3,000,000   subordinated   notes  and  $3,000,000
subordinated  convertible  debentures agreed to waive their right to receive any
and all interest  payments accrued and owing on or after February 28, 1998. This
modification of terms was accounted for prospectively,  from the effective date,
under Statement of Financial Accounting Standards No. 15, "Accounting of Debtors
and Creditors for Troubled Debt Restructurings," as follows.  The carrying
amount of the subordinated notes as of April 14, 1998 was not changed as the
carrying  amount of the debt did not exceed the total future cash payments  of
$3,000,000 specified  by the new terms.  Interest  expense was computed using
the interest method to apply a constant  effective  interest rate to the payable
balance between the modification  date of April 13, 1998, and the original
maturity date of the payable in May 2000.  The  total  future  cash  payments
specified  by  the  new  terms  of the convertible  debentures of  $3,000,000
is less than the carrying  amount of the liability to the debenture holders of
$3,027,000, therefore, the carrying amount was reduced to an amount  equal to
the total future cash  payments  specified by the new terms and the Company
recognized an extraordinary gain in fiscal 1998 on restructuring of  payables
equal to the  amount of the  reduction  as of April 13,  1998.  No interest
expense  was  recognized  on the  payable  for any period  between the
modification  date of April 13, 1998 and the date the debentures  were exchanged
for preferred stock.

     Proceeds from the  Company's  private  placement of New  Securities in the
amount  of  $3,850,000  were  used to pay off the  Company's  revolving  line of
credit.  Further,  the Company's  lender  amended the existing loan agreement to
provide more favorable  terms which are consistent with  management's  financial
and operating plans.

NOTE 5:   New Accounting Pronouncements

     During 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and for Hedging Activities," which establishes new standards for
reporting derivative and hedging information.  The standard is effective for
periods beginning after June 15, 2000 and will be adopted by the company as of
February 1, 2001.  It is not expected that the adoption of this standard will
have an impact on the consolidated financial statements nor require additional
footnote disclosure since the Company does not currently utilize derivative
instruments or participate in structured hedging activities.

     In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, "Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998. SOP 98-1
provides guidance over accounting for computer software developed or obtained
for internal use including the requirement to capitalize specified costs and
amortization of such costs.  The Company adopted SOP 98-1 in the first quarter
of fiscal 1999 and the adoption of this standard did not have a material effect
on the Company's capitalization policy.

                                       8
<PAGE>

NOTE 6:   Supplemental Disclosure of Cash Flow Information

     Interest paid amounted to $191,000 and $332,000 for the twenty-six weeks
ended July 31, 1999 and August 1, 1998, respectively.  Cash paid for income
taxes was $11,000 and $5,000 for the twenty-six weeks ended July 31, 1999 and
August 1, 1998, respectively.

     The Company recorded a non-cash transaction related to the vesting of
certain employee stock options which occurred in May 1999.

     Rightstart.com issued stock for capitalized software costs totaling
$372,000 in the thirteen weeks ended July 31, 1999.

     Changes in assets and liabilities which increased (decreased) cash are as
follows:
<TABLE>
<CAPTION>
                                                           Twenty-six weeks ended
                                                      ----------------------------------
                                                      July 31, 1999       August 1, 1998
                                                      -------------       --------------
<S>                                                   <C>                 <C>

     Accounts and other receivables                     $(106,000)           $   1,000
     Merchandise inventories                             (674,000)             470,000
     Prepaid catalog expenses                             135,000              (93,000)
     Other current assets                                (284,000)             295,000
     Other non-current assets                             (31,000)             (34,000)
     Accounts payable and accrued expenses                985,000             (331,000)
     Accrued salaries and bonuses                          75,000             (166,000)
     Advance payments on orders                           (16,000)               2,000
     Deferred rent                                        (20,000)             (37,000)
                                                        ---------            ---------

                                                        $  64,000            $ 107,000
                                                        =========            =========
</TABLE>

                                       9
<PAGE>

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


Results of Operations

     The consolidated results of operations include the results of The Right
Start, Inc. and its newly formed, majority-owned subsidiary, Rightstart.com,
Inc.  Rightstart.com was formed in April 1999 for the purpose of engaging in
electronic commerce over the Internet.  Effective May 1, 1999, the Company
contributed its catalog operations to Rightstart.com and in July 1999,
Rightstart.com issued Series A Convertible Preferred Stock to certain investors
representing 33%, on a fully-diluted basis, of Rightstart.com's outstanding
capital stock.

     This discussion should be read in conjunction with the information
contained in the consolidated financial statements and notes thereto of the
Company appearing elsewhere in this Form 10-Q.

     Statements in this Form 10-Q that are not purely historical are forward-
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995.  These forward-looking statements with respect to the
financial condition and results of operations of the Company involve risks and
uncertainties which are detailed further in the filings of the Company with the
Securities and Exchange Commission, including, but not limited to, the Company's
Registration Statement on Form S-3 (File No. 333-08157) and its Annual Report on
Form 10-K/A for the year ended January 30, 1999.

Thirteen weeks ended July 31, 1999 compared with August 1,  1998

     Net sales for the thirteen weeks ended July 31, 1999 increased 20.6% to
$10.6 million from $8.8 million for the same period last year.  For the quarter,
retail net sales increased 21.5% to $9.5 million as compared to $7.8 million
last year, while catalog net sales decreased 10.9% to $.9 million from $1.0
million last year.  The Company's new Internet operations contributed $.2
million to net sales for the quarter, reflecting e-commerce sales generated
since the launch of www.rightstart.com on June 29, 1999.  Retail sales reflect
sales increases due to same-store sales increases of 13.3% for the quarter and
twelve store openings during and since the second quarter of the prior fiscal
year, offset by one store closing during the first half of the current fiscal
year.  The reduction in catalog net sales is due to the Company's decision to
significantly reduce circulation and operate the catalog at a smaller and more
profitable level.

     Cost of goods sold increased $.6 million or 13.9%, resulting in a gross
margin of 51% as compared to 48% last year.  The improvement in gross margin
resulted from changes in product mix to include significantly more developmental
toys, books, videos and other media, which have higher gross margins, and from
lower markdowns due to higher inventory turns.

     Operating expense was $4.6 million in the second quarter of 1999 as
compared to $3.8 million in the second quarter of 1998, representing a 20.2%
increase.  Included in consolidated operating costs are Internet operating costs
of $.4 million related to the initial operations and marketing of the Internet
site.  Retail operating expense increased 15.7%, primarily due to additional
occupancy and labor costs related to new stores and increases in payroll and
other operating costs in support of the higher retail sales volume.
Additionally, catalog operating expense decreased 29% due to with the decrease
in catalog sales and circulation.

     General and administrative expense increased 14.7% to $981,000 during the
second quarter of 1999 from $855,000 during the same period last year.  Included
in general and administrative expense is $18,000 related to the Company's
Internet operations.  The increase is primarily due to increased travel and
related costs associated with the site selection process for new retail stores
and payroll increases.  These costs represent the Company's corporate overhead
expenses which are fixed in nature and do not vary directly with changes in
sales.

     Depreciation and amortization expense increased to $399,000 during the
second quarter of 1999 from $326,000 during the same period last year.  Included
in the expense is $18,000 related to assets placed in service

                                       10
<PAGE>

for the Company's Internet operations.  The remaining 16.9% increase is
primarily due to the expense associated with fixed assets for new stores opened
since last year.

     During the second quarter of 1999, the Company recorded $1.8 million of
non-cash compensation charge associated with the vesting of performance options
that had been granted to executive officers of the Company.  This expense
results from the increase in the price of the Company's common stock from the
date of grant of the options to the date on which vesting occurred.  The
recording of this expense had no net effect on consolidated shareholders'
equity, as an offset to the charge was required to be recorded directly to
shareholders' equity.

     Store closing expense in the second quarter of fiscal 1999 represents the
net book value of assets written off related to the store closed during the
quarter.

     Interest expense decreased to $112,000 from $122,000 in the second quarter
of the prior year.  The 8.2% decrease results from a decrease in total
outstanding borrowings.  See Liquidity and Capital Resources.


Twenty-Six Weeks Ended July 31, 1999 Compared With August 1, 1998

     Net sales for the twenty-six weeks ended July 31, 1999 increased 19.6% to
$21.2 million from $17.8 million for the same period last year.  Retail net
sales increased 22.3% to $18.5 million as compared to $15.1 million last year,
while catalog net sales decreased 4.7% to $2.6 million from $2.7 million last
year.  The Company's new Internet operations contributed $.2 million to net
sales for the quarter, reflecting e-commerce sales generated since the launch of
www.rightstart.com on June 29, 1999.  Retail sales reflect sales increases due
to same-store sales increases of 19.4% for the first half of the year and twelve
store openings during and since the second quarter of the prior fiscal year.
The reduction in catalog net sales is due to the Company's decision to
significantly reduce circulation and operate the catalog at a smaller and more
profitable level.

     Cost of goods sold increased $1.2 million or 12.7%, resulting in a gross
margin of 52% as compared to 49% last year.  The improvement in gross margin
resulted from changes in product mix to include significantly more developmental
toys, books, videos and other media, which have higher gross margins, and from
lower markdowns due to higher inventory turns.

     Operating expense was $8.8 million in the first half of 1999 as compared to
$8.0 million in the first half of 1998, representing a 9.2% increase.  Included
in consolidated operating costs are Internet operating costs of $.4 million
related to the initial operations and marketing of the Internet site.  Retail
operating expense increased 8%, primarily due to a 25% increase in payroll and
other operating costs directly related to the increase in net sales, offset by a
6% reduction in occupancy cost due to the shift to street locations and a 25%
reduction in merchandise warehousing costs.  Additionally, catalog operating
expense decreased 51% due to the decrease in catalog circulation, catalog
production costs per catalog and those expenses directly related to the decrease
in catalog sales.

     General and administrative expense increased 6.4% to $1.9 million during
the first half of 1999 from $1.8 million during the same period last year. The
increase is primarily due to increased travel and related costs associated with
the site selection process for new retail stores and payroll increases.  These
costs represent the Company's corporate overhead expenses which are fixed in
nature and do not vary directly with changes in sales.

     Depreciation and amortization expense increased to $748,000 during the
first half of 1999 from $674,000 during the same period last year.  The 11.0%
increase is primarily due to the expense associated with the fixed asset
additions for the new stores opened since the second quarter of fiscal 1999.

     During the second quarter of 1999, the Company recorded $1.8 million of
non-cash compensation charge associated with the vesting of performance options
that had been granted to executive officers of the Company.  This expense
results from the increase in the price of the Company's common stock from the
date of grant of the options to the date on which vesting occurred.  The
recording of this expense had no net effect on consolidated shareholders'
equity, as an offset to the charge was required to be recorded directly to
shareholders' equity.

     Store closing expense in the first half of fiscal 1999 represents the net
book value of assets written off related to the store closed during the second
quarter.

                                       11
<PAGE>

     Interest expense decreased to $197,000 from $438,000 in the first half of
the prior year..  This results from a decrease in outstanding borrowings and the
inclusion in  1998 of a non-cash charge of $40,000 related to the amortization
of the discount associated with the $3.85 million of non-interest bearing senior
subordinated notes issued during the first quarter of fiscal 1998.  These notes
were exchanged for preferred stock in December 1998.

     The Company has a deferred tax asset of $9.9 million, which is reserved by
a valuation allowance of $8.5 million, for a net tax asset of $1.4 million.
Management expects that the Company will generate sufficient taxable income
within the next 15 years to realize the net deferred tax asset.  The tax
provision represents state income taxes.


Liquidity and Capital Resources

     During the first half of Fiscal 1999, the Company's primary sources of
liquidity were from borrowings under its $13 million senior credit facility (the
"Credit Facility") and the issuance of Series A Convertible Preferred Stock in
Rightstart.com Inc. which provided net proceeds of $13,865,000.  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 July 31, 1999, borrowings of $2,250,000 were outstanding under the
Capex Line. Borrowings of $2,332,000 were outstanding and $815,000 was available
under the Revolving Line at July 31, 1999.  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 assets of The Right Start, Inc.  The Company is currently working
with other lenders to negotiate the replacement of the Credit Facility.
Management believes that adequate financing will be available to replace the
Credit Facility in a timely manner.

     The Credit Facility, as amended, requires the Company at all times to
maintain net worth (defined to include equity, all classes of stock and
subordinated debt) of at least $8 million.  The Credit Facility also requires
the Company's unconsolidated earnings before interest, taxes, depreciation and
amortization (EBITDA) to be at least zero for the twelve months ended July 31,
1999 and $400,000 for the twelve months ended October 31, 1999.  In addition,
unconsolidated capital expenditures are limited to $1,750,000 in fiscal year
1999.  The Company believes that it will maintain compliance with these
requirements.

     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 from operations and secure financing beyond November 1999
as described above.  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 and the extension of credit by
the Company's suppliers and impact the Company's operations.


Impact of Inflation

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


Seasonality

     The Company's business is not as significantly impacted by seasonal
fluctuations, when compared to many other specialty retail and catalog
operations.  The Right Start's products are for the most part need-driven and
the customer is often the end user of the product.  However, the Company does
experience increased sales during the Christmas holiday season.

                                       12
<PAGE>

Other Matters

Year 2000 Compliance
--------------------

     The year 2000 problem is the result of computer programs being written
using two digits (rather than four) to define the applicable year.  Any of the
Company's programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000 which could result in
miscalculations or system failures.

     The Company is currently working to identify and resolve all potential
issues relating to the year 2000 on the processing of date-sensitive information
by the Company's computerized information system.  For purposes of addressing
the issues and planning the appropriate resolutions, the Company has segregated
its internal systems and individually assessed their state of readiness as
follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                      Phase of Planning ("x" indicates phase is complete)
--------------------------------------------------------------------------------------------------------------------------
System                                 Awareness       Assessment       Renovation       Validation       Implementation
--------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>              <C>              <C>              <C>
Credit Card Processing                     x               x                x                x                  x
--------------------------------------------------------------------------------------------------------------------------
Inventory Maintenance                      x               x                x                x
--------------------------------------------------------------------------------------------------------------------------
Accounting and Reporting                   x               x                x                x                  x
--------------------------------------------------------------------------------------------------------------------------
Point of Sale Transactions                 x               x
--------------------------------------------------------------------------------------------------------------------------
Internet Transactions                      x               x                x                x                  x
--------------------------------------------------------------------------------------------------------------------------
Non-computerized Systems                   x               x
   (none are material to the
   Company's operations)
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

     In addition to resolving any year 2000 issues on the Company's internal
systems, the Company is working with its third party vendors in implementing the
appropriate solutions.  The Company estimates that the maximum, worst-case cost
of addressing its year 2000 issues is approximately $125,000 for hardware and
software.

     The Company is currently working with its software vendor for inventory
maintenance systems to complete the installation of the upgraded, year 2000
compliant version of the system.  The Company is working with its vendor for its
point of sale ("POS") system to complete the program changes required for this
system to be year 2000 compliant.  If, in a worst-case scenario, the necessary
upgrades could not be completed in a timely manner, the Company's contingency
plans provide for the purchase and installation of replacement POS software.  No
other systems are material to the Company's operations.


New Accounting Pronouncements
-----------------------------

     During 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and for Hedging Activities," which establishes new standards for
reporting derivative and hedging information.  The standard is effective for
periods beginning after June 15, 2000 and will be adopted by the company as of
February 1, 2001.  It is not expected that the adoption of this standard will
have an impact on the consolidated financial statements nor require additional
footnote disclosure since the Company does not currently utilize derivative
instruments or participate in structured hedging activities.

     In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, "Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use" ("SOP 98-1").  SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998. SOP 98-1
provides guidance over accounting for computer software developed or obtained
for internal use including the requirement to capitalize specified costs and
amortization of such costs.  The Company adopted SOP 98-1 in the first quarter
of fiscal 1999 and the adoption of this standard did not have a material effect
on the Company's capitalization policy.

                                       13
<PAGE>

Quantitative and Qualitative Disclosures about Market Risks
-----------------------------------------------------------

     In the ordinary course of operations, the Company faces no significant
market risk.  Its purchase of imported products subjects the Company to a
minimum amount of foreign currency risk.  Foreign currency risk is that risk
associated with recurring transaction with foreign companies, such as purchases
of goods from foreign vendors.  If the strength of foreign currencies increases
compared to the U.S. dollar, the price of imported products could increase.
However, the Company has no commitments for future purchases with foreign
vendors and, additionally, the Company has the ability to source products
domestically in the event of 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 debt obligations of the Company, the interest rates of which are linked to
the prime rate.  The Company has not entered into any derivative finanacial
instruments to manage interest rate risk, currency risk or for speculative
purposes and is currently not evaluating the future use of such instruments.

                                       14
<PAGE>

                                    PART II

Item  6.  Exhibits and Reports on Form 8-K

     The Company filed the following reports on Form 8-K during the second
quarter of 1999.

          June 21, 1999  Change in Registrant's Certifying Accountant

          June 21, 1999  Change in Registrant's Certifying Accountant

          July 9, 1999  Closing of Financing for Internet Subsidiary

     There were no other reports on Form 8-K filed during the second quarter of
1999.


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


Exhibit
Number
------

27   Financial Data Schedule

                                       15
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
and thereunto duly authorized.



                             THE RIGHT START, INC.



Date:  September 13, 1999                  /s/ JERRY R. WELCH
      ----------------------------         -------------------------------------
                                           Jerry R. Welch
                                           President and Chief Executive Officer



Date:  September 13, 1999                  /s/ GINA M. ENGELHARD
      ----------------------------         -------------------------------------
                                           Gina M. Engelhard
                                           Chief Financial Officer

                                       16