Form 10-Q

                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON D.C. 20549

=============================================================================


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


               For the thirteen week period ended May 2, 1998

                                     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 May 28, 1998 - 10,103,639 shares
<PAGE>

                           THE RIGHT START, INC.

                             INDEX TO FORM 10-Q
                        FOR THE THIRTEEN WEEK PERIOD
                              ENDED MAY 2, 1998




                       PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements (unaudited)

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


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




                         PART II - OTHER INFORMATION


SIGNATURES                                                      10






















                                      2
<PAGE>

<TABLE>
                           THE RIGHT START, INC.
                               BALANCE SHEET
                               (unaudited)
<CAPTION>
                                          May 2,        January 31,
                                           1998            1998
                                       ------------    ------------
<S>                                    <C>             <C>
ASSETS
Current assets:
    Cash                               $    319,000    $    240,000
    Accounts and other  receivables         413,000         405,000
    Merchandise inventories               7,701,000       6,602,000
    Prepaid catalog expenses                519,000         297,000
    Other current assets                  1,241,000       1,364,000
                                       ------------    ------------

       Total current assets              10,193,000       8,908,000


Property, plant and equipment, net        7,840,000       8,115,000
Other non-current assets                     71,000          39,000
Deferred income tax benefit               1,400,000       1,400,000
                                       ------------    ------------

                                       $ 19,504,000    $ 18,462,000
                                       ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable
     and accrued expenses              $  2,836,000    $  2,372,000
    Accrued salaries and bonuses            370,000         380,000
    Advance payments on orders               45,000          30,000
    Note payable                                          2,014,000
                                       ------------    ------------

       Total current liabilities          3,251,000       4,796,000


Note payable long term                    3,000,000       3,000,000
Senior subordinated notes
 due May 6, 2000                          3,850,000
Senior subordinated notes
 due May 6, 2000                          2,754,000       2,734,000
Subordinated convertible
 debentures due May 31, 2002              3,000,000       3,000,000
Deferred rent                             1,604,000       1,625,000


Shareholders' equity:
    Common stock (25,000,000
    shares authorized at no par
    value;10,103,639 issued and
       outstanding)                      22,337,000      22,337,000
    Accumulated deficit                 (20,292,000)    (19,030,000)
                                       ------------    ------------

                                       $ 19,504,000    $ 18,462,000
                                       ============    ============
</TABLE>


                                      3
<PAGE>

<TABLE>
                                 THE RIGHT START, INC.
                                STATEMENT OF OPERATIONS
                                      (unaudited)
<CAPTION>
                                            Thirteen weeks ended
                                            --------------------
                                          May 2, 1998    May 3, 1997
                                         ------------    ------------
<S>                                       <C>             <C>
Net sales:
     Retail                               $  7,329,000    $  7,414,000
     Catalog                                 1,712,000       2,522,000
                                          ------------    ------------
                                             9,041,000       9,936,000

Costs and expenses:
     Cost of goods sold                      4,585,000       4,898,000
     Operating expense                       4,213,000       5,048,000
     General and administrative expense        922,000       1,136,000
     Pre-opening cost amortization              31,000         217,000
     Depreciation and
      amortization expense                     348,000         394,000
                                          ------------    ------------

                                            10,099,000      11,693,000
                                          ------------    ------------

Operating loss                              (1,058,000)     (1,757,000)
Interest and other expense, net                192,000         211,000
                                          ------------    ------------

Loss before income taxes                    (1,250,000)     (1,968,000)
Income tax provision                            12,000          10,000
                                          ------------    ------------

Net loss                                  $ (1,262,000)   $ (1,978,000)
                                          ============    ============

Loss per share                            $      (0.12)   $      (0.23)
                                          ============    ============

Weighted average number
   of shares outstanding                    10,103,639       8,499,353
                                          ============    ============
</TABLE>





                                      4

<PAGE>
<TABLE>
                               THE RIGHT START, INC.
                              STATEMENT OF CASH FLOWS
                                    (unaudited)
<CAPTION>
                                                     Thirteen weeks ended
                                             ---------------------------------
                                               May 2, 1998        May 3, 1997
                                             -------------    ----------------
<S>                                              <C>            <C>
Cash flows from operating activities:
  Net loss                                           $(1,262,000)   $(1,978,000)
  Adjustments to reconcile net income
    to net cash used in operating activities:
  Depreciation and amortization                          399,000        611,000
  Changes in assets and liabilities
    affecting operations                                (823,000)       515,000
                                                     -----------    -----------

     Net cash used in operating activities            (1,686,000)      (852,000)
                                                     -----------    -----------

Cash flows from investing activities:
  Additions to property, plant and equipment             (71,000)      (873,000)
                                                     -----------    -----------

Cash flows from financing activities:
  Net borrowings (payments) under
    revolving line of credit                          (2,014,000)       488,000
  Proceeds from issuance of
    senior subordinated notes                          3,850,000      1,320,000
                                                     -----------    -----------

     Net cash provided by financing activities         1,836,000      1,808,000
                                                     -----------    -----------


Net increase in cash                                      79,000         83,000
Cash at beginning of period                              240,000        313,000
                                                     -----------    -----------

Cash at end of period                                $   319,000    $   396,000
                                                     ===========    ===========
</TABLE>






                                      5
<PAGE>

                            THE RIGHT START, INC.
                        NOTES TO THE 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 and through The Right Start Catalog.

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 31, 1998.  These  unaudited  financial  statements  as of May 2, 1998
and  for  the  thirteen   week  period  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  week  period  ended May 2, 1998 are not
necessarily  indicative  of the  results  that may be  expected  for the year
ending January 30, 1999.


NOTE 2:  Per Share Data

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


NOTE 3:  Supplemental Disclosure of Cash Flow Information

Interest paid amounted to $193,000 and $142,000 for the thirteen weeks
ended May 2, 1998 and May 3, 1997, respectively.  Cash paid for income
taxes was $5,000 and $12,000 for the thirteen weeks ended May 2, 1998 and
May 3, 1997, respectively.

Changes in assets and liabilities which increased (decreased) cash and
equivalents are as follows:
<TABLE>
<CAPTION>

                                                      Thirteen weeks ended
                                                      --------------------
                                                   May 2, 1998    May 3, 1997
                                                   -----------    -----------
<S>                                              <C>               <C>

Accounts and other receivables                   $    (8,000)       $   547,000
Merchandise inventories                           (1,099,000)           276,000
Prepaid catalog expenses                            (222,000)           (37,000)
Other current assets                                  92,000           (380,000)
Other non-current assets                             (34,000)
Accounts payable and
  accrued expenses                                   464,000            154,000
Accrued salaries and bonuses                         (10,000)          (161,000)
Advance payments on orders                            15,000             32,000
Deferred rent                                        (21,000)            84,000
                                                 -----------        -----------
                                                 $  (823,000)       $   515,000
                                                 ===========        ===========
</TABLE>


                                      6
<PAGE>

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


Thirteen weeks ended May 2, 1998 compared with May 3,  1997

     Net sales for the thirteen  weeks ended May 2, 1998  declined  9.0% to $9.0
million from $9.9 million for the same period last year. For the quarter, retail
net sales remained  relatively  flat at $7.3 million as compared to $7.4 million
last year,  while  catalog net sales  decreased  32.1% to $1.7 million from $2.5
million  last  year.  Retail  sales  reflect  sales  increases  due to six store
openings  during and since the first  quarter of the prior fiscal year offset by
five store  closings this quarter.  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  decreased  $.3  million or 6.4%,  resulting  in a gross
margin of 49.3% as compared to 50.7% last year.  The decline in margin  reflects
the impact of planned  promotional  programs  introduced  this quarter,  both to
increase sales in stores with continued  operations and to clear  merchandise in
conjunction with store closures.  In addition,  the Company  implemented several
marketing  programs to build  awareness in its new street front locations and to
encourage  repeat business in all locations  through  well-targeted  mailings to
existing customers.

     Operating expense was $4.2 million in the first quarter of 1998 as compared
to $5.0 million in the first  quarter of 1997,  representing  a 16.5%  decrease.
Retail  operating  expenses  decreased  9.0%,  primarily  due to  reductions  in
merchandise   warehousing   and   handling   costs  and  reduced   labor  costs.
Additionally,  catalog operating  expense decreased 40.4%,  keeping in line with
the  Company's  decision to operate the  catalog at a smaller,  more  profitable
level.

     General and  administrative  expense decreased 18.8% to $922,000 during the
first  quarter of 1998 from  $1,136,000  during the same period  last year.  The
decrease  results from certain cost saving  measures  implemented  by management
during recent months.

     Interest and other expense decreased to $192,000 from $211,000 in the first
quarter of the prior year.  The 8.8%  decrease  results  from lower  outstanding
borrowings on interest-bearing debt. See Liquidity and Capital Resources.


Liquidity and Capital Resources

     During the first quarter of Fiscal 1998, the Company's  primary  sources of
liquidity were from borrowings under its $13 million senior credit facility (the
"Credit  Facility") and proceeds from the sale of approximately  $3.9 million of
subordinated  debentures  with  warrants.  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 May 2,
1998, borrowings of $3,000,000 were outstanding under the Capex Line. There were
no borrowings and approximately $3.5 million 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.

     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  earnings  before
interest,  taxes,  depreciation and amortization  (EBITDA) to the following loss
amounts:  $1.2 million for the three months ended May 2, 1998 and the six months
ended August 1, 1998,  $900,000  for the nine months ended  October 31, 1998 and
the twelve  months ended  January 31, 1999 and  $500,000  for the twelve  months
ended April 30, 1999.  Minimum  EBITDA of zero is required for the twelve months
ended July 31, 1999 and $400,000 for the twelve  months ended  October 31, 1999.
In addition, capital expenditures are limited to $1,750,000 in fiscal years 1998
and 1999.


                                         7
<PAGE>

     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.  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.

     In order to  enhance  the  Company's  liquidity  and  improve  its  capital
structure,  the Company  completed a private  placement of non-interest  bearing
senior  subordinated  notes in an  aggregate  principal  amount  of  $3,850,000,
together  with  warrants to purchase an aggregate of 3,850,000  shares of common
stock  exercisable  at $1.00  per  share.  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  with all of the holders of the Company's
existing  subordinated  debt  securities,  representing  an aggregate  principal
amount of $6,000,000.  Pursuant to the agreement, each holder agreed to exchange
all of its  subordinated  debt  securities  together with any warrants issued in
connection  therewith,  for newly issued preferred stock.  Holders of $3,000,000
principal amount existing subordinated debt securities elected to receive Series
A  Preferred  Stock  which  will  have no  fixed  dividend  rights,  will not be
convertible into common stock and will be mandatorily  redeemable by the Company
in May 2002.  Holders of $3,000,000  principal  amount of existing  subordinated
debt  securities  elected to receive Series B convertible  preferred stock which
will have no fixed dividend  rights,  will be convertible into common stock at a
price per share of $1.50 and will not be mandatorily  redeemable by the Company.
Holders of the $3,850,000  principal amount of new subordinated  debt securities
elected to receive Series C convertible preferred stock which will have no fixed
dividend  rights,  will be convertible into common stock at a price per share of
$1.00 and will not be mandatorily redeemable by the Company. The issuance of the
shares of preferred stock upon exchange of the  subordinated  debt securities is
subject to the  approval  of the  Company's  shareholders,  which  approval  the
Company expects to obtain at its annual meeting scheduled to be held on July 29,
1998.

     In  connection  with the above  restructuring,  the holders of $6.0 million
principal amount of subordinated debt permanently waived their rights to receive
interest  payments  and  agreed  to  exchange  such  debt for  preferred  stock,
resulting in the  elimination of  approximately  $.6 million in annual  interest
payments.

Other Matters

     The Company is  currently  working to resolve the  potential  impact of the
year 2000 on the  processing  of  date-sensitive  information  by the  Company's
computerized  information  systems.  The year  2000  problem  is the  result  of
computer programs being written using two digits(rather that 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 that the year 2000 which
could  result  in  miscalculations  or  system  failures.  Based on  preliminary
information,  costs of addressing  potential problems are not currently expected
to have a material adverse impact on the Company's financial  position,  results
of operations or cash flows in future  periods.  The Company plans to devote the
necessary  resources  to resolve  all  significant  year 2000 issues in a timely
manner.




















                                         8
<PAGE>

                                   Part II

Item  6.  Exhibits and Reports on Form 8-K

The Company  filed a Report of Form 8-K on May 6, 1997,  reporting  the press
release dated April 23, 1998.

The Company  filed no other  Reports of Form 8-K during the first  quarter of
fiscal 1998.


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


Exhibit
Number

27    Financial Data Schedule







































                                         9
<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:  June 12, 1998                         /s/JERRY WELCH
                                            -----------------------
                                             Jerry Welch
                                             Chief Executive Officer



Date:  June 12, 1998                          /s/GINA M.SHAUER
                                            -----------------------
                                             Gina M. Shauer
                                             Chief Financial Officer











                                      10