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 October 30, 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 October 30, 1999 - 5,375,036 shares

<PAGE>

                              THE RIGHT START, INC.

                               INDEX TO FORM 10-Q
                 FOR THE THIRTEEN AND THIRTY - NINE WEEK PERIODS
                             ENDED OCTOBER 30, 1999




                                PART I - FINANCIAL INFORMATION

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                            11





                                 PART II - OTHER INFORMATION

Item 6.        Exhibits and Reports on Form 8-K                               16


SIGNATURES                                                                    17
























                                              2


<PAGE>
<TABLE>
                              THE RIGHT START, INC.
                           CONSOLIDATED BALANCE SHEETS



                                             October 30,       January 30,
                                                1999               1999
                                             (unaudited)
                                           ---------------   ---------------
<S>                                        <C>               <C>
ASSETS
Current assets:
    Cash and cash equivalents              $    9,339,000    $      626,000
    Accounts and other  receivables               828,000           585,000
    Merchandise inventories                     8,864,000         5,797,000
    Prepaid catalog costs                         578,000           363,000
    Other current assets                        2,751,000           929,000
                                           ---------------   ---------------

       Total current assets                    22,360,000         8,300,000


Property, plant and equipment, net              9,859,000         7,884,000
Deferred income taxes                           1,400,000         1,400,000
Other noncurrent assets                           378,000            87,000
                                           ---------------   ---------------

                                           $   33,997,000    $   17,671,000
                                           ===============   ===============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued expenses  $    7,896,000    $    3,349,000
    Accrued salaries and bonuses                  503,000           433,000
    Advance payments on orders                                       40,000
    Revolving line of credit                    2,329,000
    Term note payable                           2,250,000         2,750,000
                                           ---------------   ---------------

       Total current liabilities               12,978,000         6,572,000

Deferred rent                                   1,441,000         1,449,000

Minority interest in consolidated subsidiary    5,864,000

Mandatorily redeemable preferred stock Series A,
    $3,000,000 redemption value                 2,009,000         1,789,000

Shareholders' equity:
    Convertible preferred stock Series B        1,925,000         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; 5,375,036 and 5,051,820
       issued and outstanding, respectively)   22,374,000        22,337,000
    Additional paid-in capital                 15,289,000         3,571,000
    Accumulated deficit                       (31,733,000)      (24,710,000)
                                           ---------------   ---------------

       Total shareholders' equity              11,705,000         7,861,000
                                           ---------------   ---------------

                                           $   33,997,000    $   17,671,000
                                           ===============   ===============
</TABLE>

                 See accompanying notes to financial statements

                                       3
<PAGE>

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




                                           Thirteen weeks ended            Thirty-nine weeks ended
                                       ------------------------------    -----------------------------
                                     October 30, 1999  October 31, 1998  October 30, 1999  October 31, 1998
<S>                                    <C>              <C>               <C>                <C>
Net sales:
    Retail                             $  8,829,000     $   7,176,000     $ 27,328,000       $22,296,000
    Internet                              2,232,000                          2,453,000
    Catalog                                 492,000           897,000        3,050,000         3,573,000
                                       ------------    -------------     -------------      -------------

                                         11,553,000         8,073,000       32,831,000        25,869,000
                                       ------------    -------------     -------------      -------------
Costs and expenses:
    Cost of goods sold                    6,262,000        4,076,000        16,585,000        13,232,000
    Operating expense                     4,798,000        3,308,000        13,142,000        11,188,000
    Marketing and advertising expense     2,831,000          115,000         3,269,000           284,000
    General and administrative expense    1,257,000          850,000         3,154,000         2,627,000
    Pre-opening costs                        91,000           68,000           228,000           118,000
    Depreciation and amortization expense   467,000          471,000         1,214,000         1,145,000
    Other (income) and expense:
       Non-cash compensation                203,000                          1,973,000
       Store closing (income) expense                                          151,000          (113,000)
                                       ------------    -------------     -------------      -------------

                                         15,909,000        8,888,000        39,716,000        28,481,000

Operating loss                           (4,356,000)        (815,000)       (6,885,000)       (2,612,000)
Minority interest in
   consolidated subsidiary                 (384,000)                          (401,000)
Interest (income) expense, net              (18,000)       1,578,000           178,000         2,016,000
                                       ------------    -------------     -------------      -------------

Loss before income taxes and
   extraordinary item                    (3,954,000)      (2,393,000)       (6,662,000)       (4,628,000)
Income tax provision                         20,000            5,000            48,000            22,000
                                       ------------    -------------     -------------      -------------

Loss before extraordinary item           (3,974,000)      (2,398,000)       (6,710,000)       (4,650,000)
Extraordinary gain on debt
   restructuring, net                                                                             27,000
                                       ------------    -------------     -------------      -------------

Net loss                               $ (3,974,000)   $  (2,398,000)    $  (6,710,000)    $  (4,623,000)
                                       =============    ==============    =============     =============

Basic and diluted loss per share:
    Loss before extraordinary item     $      (0.87)   $       (0.47)    $       (1.47)   $      (0.92)
    Extraordinary item                                                                            0.01
                                       =============    ==============    =============     =============

    Net loss                           $      (0.87)   $       (0.47)    $       (1.47)   $      (0.92)
                                       =============    ==============    =============     =============

Weighted average number of shares
     outstanding                          5,357,682        5,051,820        5,156,127       5,051,820

</TABLE>
                               See accompanying notes to financial statements

                                       4
<PAGE>

<TABLE>

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

                                                               Thirty-nine weeks ended
                                                         -------------------------------------

                                                         October 30, 1999    October 31, 1998
                                                         ---------------     -----------------
<S>                                                      <C>                 <C>

Cash flows from operating activities:
      Net loss                                           $   (6,710,000)     $     (4,623,000)
      Adjustments to reconcile net loss
        to net cash provided by (used in) operating
        activities:
         Depreciation and amortization                        1,214,000             1,195,000
         Non-cash compensation                                1,973,000
         Store closing expense                                  151,000                39,000
         Minority interest in consolidated
          subsidiary loss                                      (401,000)
         Amortization of discount on senior
          subordinated notes                                                        1,514,000
         Extraordinary gain                                                           (27,000)
         Change in assets and liabilities affecting
          operations                                           (625,000)              813,000
                                                         ---------------     -----------------

             Net cash used in operating activities           (4,398,000)           (1,089,000)
                                                         ---------------     -----------------

Cash flows from investing activities:
      Additions to property, plant and equipment             (2,607,000)             (666,000)
                                                         ---------------     -----------------

             Net cash used in investing activities           (2,607,000)             (666,000)
                                                         ---------------     -----------------

Cash flows from financing activities:
      Net proceeds from (payments on) revolving
       line of credit                                         2,329,000            (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                                       13,852,000
      Proceeds from sale of senior subordinated
       notes, net                                                                   3,850,000
                                                         ---------------     -----------------

             Net cash provided by financing activities       15,718,000             1,836,000
                                                         ---------------     -----------------


Net increase in cash and cash equivalents                     8,713,000                81,000
Cash at beginning of period                                     626,000               240,000
                                                         ---------------     -----------------

Cash and cash equivalents at end of period               $    9,339,000      $        321,000
                                                         ===============     =================

</TABLE>
                           See accompanying notes to 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.  (the Company or Parent) 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.
(the  Subsidiary).  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  assets to  Rightstart.com  and in July 1999,
Rightstart.com  issued  preferred stock to certain  investors then  representing
33%, on a fully-diluted  basis, of  Rightstart.com's  outstanding capital stock.
The preferred stock converted to common stock of Rightstart.com in October 1999.

        The Company's ownership interest in Rightstart.com is currently 60.2% at
October 30, 1999.  Because the Company has majority control of Rightstart.com it
consolidates  its  financial  position and results of operation in the Company's
consolidated financial statements.  If the Company's ownership in Rightstart.com
falls  below  50%,  Rightstart.com  will no  longer  be  consolidated  with  the
Company's operations but will be recorded on the equity method.

        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 October 30, 1999
and for the thirteen and thirty-nine  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  thirty-nine  week periods ended
October  30, 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 the Parent's loss available
to  common  shareholders,  plus  the  Parent's  proportionate  interest  in  the
Subsidiary's  loss  available to common  shareholders,  by the weighted  average
number of the  Parent's  common  shares  outstanding.  Diluted per share data is
computed by dividing the Parent's loss  available to common  shareholders,  plus
the Parent's proportionate interest in the Subsidiary's loss available to common
shareholders,  plus income  associated with dilutive  securities by the weighted
average  number of shares  outstanding  plus any  potential  dilution that could
occur if securities or other  contracts to issue common stock were  exercised or
converted into common stock in each period.


                                       6
<PAGE>
<TABLE>



                                             Thirteen Weeks Ended          Thirty-nine Weeks Ended
                                         October 30,      October 31,      October 30,   October 31,
                                           1999              1998            1999          1998
                                           ----              ----            ----          ----

<S>                                     <C>                <C>           <C>            <C>
Net loss before extraordinary item      $ (3,974,000)      $(2,398,000)  $ (6,710,000)  $(4,650,000)
Intercompany income                         (102,000)                        (132,000)
Preferred stock dividend                    (525,000)                        (525,000)
Preferred stock accretion                    (77,000)                        (221,000)
                                          ----------        ----------     ----------    ----------
Loss before extraordinary item
   available to common shareholders       (4,678,000)       (2,398,000)    (7,588,000)   (4,650,000)

Weighted average common shares
   outstanding, basic and diluted          5,357,682         5,051,820      5,156,127     5,051,820
Loss before extraordinary item per
   common share, basic and diluted            $ (.87)           $ (.47)       $ (1.47)        $(.92)
                                              =======           =======       ========        ======
</TABLE>

        Securities that could potentially dilute 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
988,138 and 652,000 shares of the Parent's  common stock at October 30, 1999 and
October 31, 1998,  respectively,  and 2,295,000 options and warrants to purchase
shares of the Subsidiary's  common stock at October 30, 1999, Series B preferred
stock  convertible  into  684,167  shares of common stock and Series C preferred
stock convertible into 1,925,000 shares of common stock at October 30, 1999.


NOTE 3:  Minority Interest

        In  October,  1999 the  holders of the  Rightstart.com  preferred  stock
converted  all  of  their  shares  into  common  stock  of  Rightstart.com  at a
conversion price of $4.50 per share.  Rightstart.com  granted the holders of the
preferred stock warrants to purchase 165,000 additional shares of Rightstart.com
at $4.50 per share for a five year period. The value of the warrants  calculated
using the  Black-Sholes  pricing model,  has been reflected as a preferred stock
dividend  in the  Subsidiary's  financial  statements  and as an increase in the
consolidated  loss  available  for  common  shareholders  for the  thirteen  and
thirty-nine  weeks ended October 30, 1999 in the Company's loss per share.  As a
result of the  conversion  of the preferred  stock the  Company's  investment in
Rightstart.com  was  increased by  approximately  $9,030,000  with an offsetting
increase to additional paid in capital.

        Effective  October,  1999 the  Company  agreed to  transfer  288,333  of
Rightstart.com  shares it owned to a company that provides  technology  services
for Rightstart.com web operations.  Approximately 171,000 shares were issued for
services   rendered  by  the  service   provider   through   October  30,  1999.
Approximately 117,000 shares were sold for nominal consideration as an incentive
for the service provider to continue to provide services to Rightstart.com  over
the next 10 months. The Company has recorded the shares at fair market value and
capitalized or expensed the pro rata value related to services performed through
October 30, 1999. The portion  capitalized  related to web site  development and
was approximately  $733,000.  The value of approximately $503,000 related to the
117,000  shares has been  capitalized as a prepaid cost and will be allocated to
the services  provided over the remaining  service period and amortized based on
the  services.   The  capitalized   amounts  related  to  web  site  development
approximated $1,430,000 and are being amortized over 36 months.

        The Company has recorded as  additional  paid in capital the increase in
its  investment  in its  Subsidiary  as a result of  issuing  the  shares to the
service provider.

        At October 30, 1999 the Company's  ownership in Rightstart.com  has been
reduced to  approximately  60.2% and the minority  interest  has been  increased
39.8% as a result of the  conversion of the preferred  stock and the issuance of
shares to a service provider.


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


                                       7
<PAGE>

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 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


                                       8
<PAGE>

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.


NOTE 6:  Supplemental Disclosure of Cash Flow Information

        Interest  paid  amounted to $314,000 and  $392,000  for the  thirty-nine
weeks ended October 30, 1999 and October 31, 1998,  respectively.  Cash paid for
income taxes was $11,000 and $4,000 for the thirty-nine  weeks ended October 30,
1999 and October 31, 1998, respectively.

        The Company recorded non-cash  transactions  totaling $1,973,000 related
to the vesting of certain  employee stock options which occurred in May 1999 and
the  granting  of  certain  employee  and  director  stock  options in the first
thirty-nine weeks of 1999.

        Rightstart.com  issued stock for  capitalized  software  costs and other
current assets  totaling  $733,000 and $503,000  respectively in the thirty-nine
weeks ended October 30, 1999.

        The Company  recorded its  proportionate  share of the  preferred  stock
dividend  (see  Note  3) in  the  amount  of  $316,000  as an  increase  in  the
consolidated  accumulated deficit and an increase in additional paid-in capital,
resulting in no net impact on consolidated shareholders' equity.


                                       9
<PAGE>

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

                                         Thirty-nine weeks ended
                                         -----------------------
                                   October 30, 1999    October 31, 1998
                                   ----------------    ----------------

Accounts and other receivables          $  (243,000)   $   156,000
Merchandise inventories                  (3,067,000)    (1,103,000)
Prepaid catalog expenses                   (215,000)      (291,000)
Other current assets                     (1,319,000)        76,000
Other non-current assets                   (291,000)       (32,000)
Accounts payable and accrued expenses     4,488,000      2,113,000
Accrued salaries and bonuses                 70,000        (32,000)
Advance payments on orders                  (40,000)        (6,000)
Deferred rent                                (8,000)       (68,000)
                                        -----------    -----------

                                        $  (625,000)   $   813,000
                                        ===========    ===========

                                       10
<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   assets  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.  The holders of such preferred  stock converted their holdings to
common stock in October 1999.

        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 October 30, 1999 compared with October 31, 1998

        Net sales for the thirteen weeks ended October 30, 1999 increased  43.1%
to $11.6  million  from $8.1  million  for the same  period  last year.  For the
quarter,  retail net sales  increased  23.0% to $8.8 million as compared to $7.2
million last year,  while catalog net sales  decreased 45.2% to $.5 million from
$.9 million last year. The Company's new Internet  operations  contributed  $2.2
million to net sales for the quarter.  Retail sales reflect sales  increases due
to same-store sales increases of 5% for the quarter and 10 store openings during
and since the  third  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 a shift in a portion  of the  direct-mail  business
from catalog to Internet coupled with a reduction in circulation.

        Cost of goods sold increased $2.2 million or 53.6%, resulting in a gross
margin of 46% as compared  to 50% last year.  While the gross  margin  generated
from both the retail and catalog operations remained  relatively  unchanged from
the prior year, the growth of the Internet  operations caused an overall decline
in consolidated gross margin. Internet sales generated a much lower gross margin
due to heavy  promotional  (couponing)  activities  that were  planned  with the
site's launch,  as well as the composition of product mix. A greater  proportion
of  "big-ticket"  travel items,  which generate  lower gross  margins,  are sold
online.

        Operating  expense  was $4.8  million  in the third  quarter  of 1999 as
compared to $3.3 million in the third quarter of 1998.  Included in consolidated
operating  costs are  Internet  operating  costs of $.9  million  related to the
initial operations of the Internet site. Marketing expenses of $2.3 million were
incurred with Rightstart.com's  radio, television and print advertising campaign
which began in October 1999. Retail operating expense increased 28.5%, 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  2.5%  due to the
decrease in catalog sales and circulation.

        General  and  administrative  expense  increased  47.9% to $1.3  million
during the third  quarter of 1999 from $.9  million  during the same period last
year. These costs represent the Company's  corporate overhead expenses which are
fixed in nature and do not vary  directly  with  changes in sales.  Included  in
general and administrative expense is $424,000 related to the Company's Internet
operations.   The  remaining  $833,000  represents  general  and  administrative
expenses for the retail operations which are lower than the prior year.

        During the third  quarter of 1999,  the  Company  recorded  $203,000  of
non-cash  compensation  expense related to stock option grants for employees and
directors of the Company.


                                       11
<PAGE>

        The  allocation  of the loss to the  minority  interest in the amount of
$384,000 in the third quarter was due to the conversion of preferred  stock (see
Note 3). The allocation of the loss was on a proportional basis from the date of
conversion.

        Interest (income) expense,  net represents income of $18,000 compared to
expense of $1.6  million in the third  quarter of the prior  year.  In the third
quarter of 1999, the  consolidated  results include  interest income of $154,000
earned on cash  balances at  Rightstart.com  and expense of $136,000  related to
outstanding  borrowings  of The Right Start,  Inc. In the third quarter of 1998,
the expense included a non-cash charge of $1,466,000 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 and expense of
$112,000 related to outstanding  borrowings.  The senior subordinated notes were
exchanged  for  preferred  stock in December  1998.  See  Liquidity  and Capital
Resources.


Thirty-nine Weeks Ended October 30, 1999 Compared With October 31, 1998

        Net sales for the  thirty-nine  weeks ended  October 30, 1999  increased
26.9% to $32.8 million from $25.9 million for the same period last year.  Retail
net sales  increased  22.6% to $27.3  million as compared to $22.3  million last
year,  while catalog net sales decreased 14.6% to $3.1 million from $3.6 million
last year. The Company's new Internet operations contributed $2.5 million to net
sales for the first  thirty-nine  weeks,  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 14.5% for the first three
quarters of the year and 10 store openings during and since the third quarter of
the prior fiscal year. The reduction in catalog net sales is due to a shift in a
portion of the  direct-mail  business  from  catalog to Internet  coupled with a
reduction in circulation.

        Cost of goods sold increased $3.4 million or 25.3%, resulting in a gross
margin of 50% as  compared to 49% last year.  The  improvement  in gross  margin
resulted  from  changes  in  product  mix in the  retail  operations  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.
These improvements were offset by a decline caused by the growth of the Internet
business.  Internet  sales  generate  a much  lower  gross  margin  due to heavy
promotional  (couponing) activities that were planned with the site's launch, as
well as the  composition  of product mix. A greater  proportion of  "big-ticket"
travel items, which generate lower gross margins, are sold online.

        Operating expense was $13.1 million in 1999 as compared to $11.2 million
in 1998, representing a 17.5% increase. Included in consolidated operating costs
are Internet  operating costs of $1.1 million related to the initial  operations
of the Internet  site.  Marketing  expenses of $2.6 million were  incurred  with
Rightstart.com's radio, television and print advertising campaign which began in
October 1999. Retail operating  expense increased 13%,  primarily due to a 30.5%
increase in payroll and other operating  costs directly  related to the increase
in net sales,  offset by a 1.7%  reduction in occupancy cost due to the shift to
street  locations  and  an  18%  reduction  in  merchandise  warehousing  costs.
Additionally,  catalog  operating  expense  decreased 10% 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  20.1% to $3.2  million
during 1999 from $2.6  million  during the same  period  last year.  These costs
represent the Company's  corporate  overhead  expenses which are fixed in nature
and do not vary directly with changes in sales.  Included in the 1999 expense is
$.5 million related to the Company's  Internet  operations.  Excluding  expenses
related  to this new  business,  general  and  administrative  expense  remained
unchanged from the prior year.

        During the second quarter of 1999, the Company  recorded $1.8 million of
non-cash compensation expense 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.  During the third
quarter of 1999, the Company recorded $203,000 of non-cash  compensation expense
related to stock option grants for  employees and directors of the Company.  The
recording  of these  expenses  had no net effect on  consolidated  shareholders'
equity,  as an offset to the charge was  required  to be  recorded  directly  to
shareholders' equity.


                                       12
<PAGE>

        Store closing  expense in 1999  represents  the net book value of assets
written off related to the store closed during the second quarter. Store closing
income in 1998 represents the net amount  recognized from the sale of leaseholds
on closed stores, offset by costs directly related thereto.

        The  allocation  of the loss to the  minority  interest in the amount of
$401,000 in the first  thirty-nine  weeks was due to the conversion of preferred
stock (see Note 3). The allocation of the loss was on a proportional  basis from
the date of conversion.

        Interest (income)  expense,  net decreased to $178,000 from $2.0 million
in the prior year. The consolidated  results for 1999 include interest income of
$154,000  earned on cash  balances  at  Rightstart.com  and  expense of $332,000
related to outstanding  borrowings of The Right Start, Inc. In 1998, the expense
included a non-cash  charge of  $1,470,000  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 and expense of
$546,000 related to outstanding  borrowings.  The senior subordinated notes were
exchanged  for  preferred  stock in December  1998.  See  Liquidity  and Capital
Resources.

        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 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 $13,852,000.  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 October
30, 1999 borrowings of $2,329,000 were  outstanding and $1,882,000 was available
under the Revolving Line. The Company entered into a Sixth Amendment to Loan and
Security  Agreement and First  Amendment to Secured Capex Note dated November 8,
1999 that extended the term of the Credit Facility to February 18, 2000. At 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 Company
is also negotiating a working capital line for Rightstart.com.

        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. In addition,  unconsolidated  capital
expenditures are limited to $4,750,000 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
February 2000 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.

        Rightstart.com  will need to raise  additional  capital to  continue  to
finance its buildout and marketing.  Such financing will likely involve the sale
of equity securities which will dilute the ownership  interest of the Company in
Rightstart.com.  In addition, the Company may sell a portion of its common stock
of Rightstart.com to finance the expansion of the new retail stores.


                                       13
<PAGE>

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.


Recent Developments

        In  November,  the  Company and its online  subsidiary,  Rightstart.com,
announced  that it had reached an  agreement  in  principle  with  Oxygen  Media
regarding an advertising and marketing partnership.  Under the proposed terms of
the  agreement,  Rightstart.com  will  advertise  on and be a sponsor of certain
programs  on the Oxygen  cable  channel,  which is due to launch on  February 2,
2000.  In addition,  Rightstart.com  will  operate a  co-branded  store in Mom's
Online,  Oxygen's  parenting site,and be a sponsor of Oxygen's home page and its
other websites. As part of the partnership,  the Company and Rightstart.com will
promote  Oxygen  Media  in its  stores  and  catalog  and on  its  website.  The
partnership  has a base term of three (3) years and  provides  for  compensation
valued at  approximately  $15  million  to Oxygen  Media.  Also,  as part of the
agreement,  Rightstart.com  will issue  warrants on 135,000 shares of its common
stock to Oxygen Media at an exercise price of $11.25 per share.


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:

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


        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 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.


                                       14
<PAGE>

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.


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  financial
instruments  to manage  interest  rate risk,  currency  risk or for  speculative
purposes and is currently not evaluating the future use of such instruments.



                                       15
<PAGE>

                                           PART II

Item  6.  Exhibits and Reports on Form 8-K

     The Company filed no reports on Form 8-K during the third quarter of 1999.



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


Exhibit
Number

10.24   Waiver and Fifth Amendment to Loan and Security Agreement

10.25   Sixth  Amendment to Loan and Security  Agreement and First
           Amendment to Secured Capex Note

27      Financial Data Schedule


                                       16
<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:  December 14, 1999                             /s/    JERRY R.WELCH
------------------------                             --------------------
                                                            Jerry R.Welch
                                                  President and Chief Executive
Officer




Date:  December 14, 1999                            /s/ GINA M. ENGELHARD
------------------------                             --------------------
                                                        Gina M. Engelhard
                                                        Chief Financial Officer