================================================================================
                                    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 quarterly period ended November 1, 1997

                                       OR

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

For the transition period from ________ to ___________

                          ----------------------------

                        Commission file number: 0-19536

                              The Right Start, Inc.
             (Exact name of Registrant as specified in its charter)
                          ----------------------------

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

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

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

                                 Not applicable
     (Former name, former address, and former fiscal year, if changed since
                                  last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____

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

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

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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

Title:  Common Stock                            Outstanding:  10,119,639 shares
================================================================================

<PAGE>




                              THE RIGHT START, INC.

                               INDEX TO FORM 10-Q
                  FOR THE THIRTEEN AND THIRTY-NINE WEEK PERIODS
                             ENDED NOVEMBER 1, 1997



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

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

Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations                         8


                           PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K                             10

SIGNATURES                                                           11


<PAGE>

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


                                                    November 1,     February 1,
                                                        1997            1997
                                                   ------------    ------------
<S>                                                <C>             <C>

ASSETS
Current assets:
   Cash                                            $    181,000    $    313,000
   Accounts receivable                                  539,000         938,000
   Note receivable                                      108,000         200,000
   Merchandise inventories                            9,345,000       7,664,000
   Prepaid catalog expenses                             565,000         782,000
   Deferred pre-opening costs, net                      143,000         543,000
   Other current assets                               1,493,000       1,264,000
                                                   ------------    ------------

                                                     12,374,000      11,704,000
                                                   ------------    ------------
   Property, plant and equipment, net                10,269,000       9,841,000
   Other non-current assets                              35,000          37,000
   Deferred income tax benefit                        1,400,000       1,400,000
                                                   ------------    ------------

                                                     11,704,000      11,278,000
                                                   ------------    ------------

                                                   $ 24,078,000    $ 22,982,000
                                                   ============    ============


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued expenses           $  4,738,000    $  6,076,000
   Accrued salaries and bonuses                         385,000         517,000
   Advance payments on orders                            73,000          31,000
   Note payable                                       1,594,000       1,833,000
                                                   ------------    ------------

                                                      6,790,000       8,457,000
                                                   ------------    ------------

   Note payable long term                             3,000,000       2,643,000
   Senior subordinated notes, net of
   unamortized discount of $295,000                   2,705,000
   Convertible subordinated debentures                3,000,000       3,000,000
   Deferred rent                                      2,030,000       1,710,000
                                                   ------------    ------------

                                                     10,735,000       7,353,000
                                                   ------------    ------------
Commitments and contingencies
Shareholders' equity:
   Common stock (25,000,000 shares authorized at
   no par value; 10,119,639 and 7,949,306 shares
   issued and outstanding, respectively)             22,337,000      16,961,000

   Accumulated deficit                              (15,784,000)     (9,789,000)
                                                   ------------    ------------

                                                      6,553,000       7,172,000
                                                   ------------    ------------

                                                   $ 24,078,000    $ 22,982,000
                                                   ============    ============
</TABLE>
                                       3
<PAGE>




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



                                           Thirteen Weeks Ended            Thirty-nine Weeks Ended
                                         --------------------------      ---------------------------
                                         November 2,     November 1,     November 2,     November 1,
                                             1997           1996            1997            1996
                                             ----           ----            ----            ----
<S>                                     <C>             <C>             <C>             <C>

Net sales:
Retail                                  $  7,311,000    $  5,976,000    $ 22,896,000    $ 17,486,000
Catalog                                    1,910,000       2,829,000       6,214,000      11,757,000
                                        ------------    ------------    ------------    ------------
                                           9,221,000       8,805,000      29,110,000      29,243,000
Other revenues                               194,000         175,000         354,000         571,000
                                        ------------    ------------    ------------    ------------
                                           9,415,000       8,980,000      29,464,000      29,814,000
                                        ------------    ------------    ------------    ------------
Costs and expenses:
Cost of goods sold                         4,480,000       4,604,000      14,655,000      15,890,000
Operating expense                          5,057,000       4,284,000      15,078,000      13,995,000
General and administrative expense         1,059,000       1,146,000       2,860,000       3,597,000
Depreciation and amortization expense        537,000         458,000       1,705,000       1,287,000
                                        ------------    ------------    ------------    ------------
                                          11,133,000      10,492,000      34,298,000      34,769,000
                                        ------------    ------------    ------------    ------------
Operating loss                            (1,718,000)     (1,512,000)     (4,834,000)     (4,955,000)
Interest expense (income), net               316,000          49,000         806,000          83,000
Other expense                                 35,000         286,000         328,000         736,000
                                        ------------    ------------    ------------    ------------

Loss before income taxes                  (2,069,000)     (1,847,000)     (5,968,000)     (5,774,000)
Income tax provision (benefit)                 7,000                          27,000        (425,000)
                                        ------------    ------------    ------------    ------------
Net loss                                $ (2,076,000)   $ (1,847,000)   $ (5,995,000)   $ (5,349,000)
                                        ============    ============    ============    ============

Loss per share                          $      (0.22)   $       (0.23)  $      (0.67)   $      (0.84)
                                        ============    ============    ============    ============

Weighted average number of shares
outstanding                                9,566,254       7,950,625       8,886,416       6,379,759
                                        ============    ============    ============    ============

</TABLE>
                                       4
<PAGE>

                              THE RIGHT START, INC.
                             STATEMENT OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                   Thirty-nine Weeks
                                                                         Ended
                                                               --------------------------
                                                                November 1,    November 2,
                                                                   1997          1996
                                                                   ----          ----
<S>                                                            <C>            <C>

Cash flows from operating activities:
   Net loss                                                    $(5,995,000)   $(5,349,000)
   Adjustments to reconcile net loss
   to net cash used in operating activities:
   Depreciation and amortization                                 1,705,000      1,287,000
   Amortization of discount on senior subordinated notes            57,000
   Change in assets and liabilities affecting operations        (2,428,000)      (983,000)
                                                                ----------     ----------
   Net cash used in operating activities                        (6,661,000)    (5,045,000)
                                                                ----------     ----------

Cash flows from investing activities:
   Additions of property, plant and equipment                   (1,614,000)    (3,399,000)

                                                                ----------     ----------
   Net cash used in investing activities                        (1,613,000)    (3,399,000)
                                                                ----------     ----------
Cash flows from financing activities:
   Borrowings (repayments) under note payable to bank, net        (239,000)       494,000
   Proceeds from note payable, long term                           357,000
   Proceeds from private placement of common stock               3,705,000
   Proceeds from common stock issued upon
   exercise of stock options                                     1,320,000        182,000
   Proceeds from common stock issued pursuant a
   rights offering                                                              4,906,000
   Proceeds from sale of senior subordinated notes               3,000,000

   Proceeds from sale of convertible subordinated debentures                    3,000,000
                                                                ----------     ----------
   Cash provided by financing activities                         8,143,000      8,582,000
                                                                ----------     ----------
Net increase (decrease) in cash                                  (132,000)       138,000
Cash at beginning of period                                        313,000        141,000
                                                                ----------     ----------
Cash at end of period                                          $   181,000    $   279,000
                                                                ==========     ==========

</TABLE>
                                       5
<PAGE>

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

NOTE 1:    Description of Business and Significant Accounting Policies

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

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

There have been no changes in the Company's  significant  accounting policies as
set forth in the Company's  consolidated financial statements for the Transition
Period. These unaudited consolidated financial statements as of November 1, 1997
and for the thirteen and  thirty-nine  periods then ended have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information.  Accordingly,  they  do not  include  all of  the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been included.  Certain  reclassifications  have been made to conform prior
year amounts to current year presentation.

Results of  operations  for the thirteen  and  thirty-nine  week  periods  ended
November  1, 1997 are not  necessarily  indicative  of the  results  that may be
expected for the year ending January 31, 1998.

NOTE 2:    Per Share Data

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

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 128,  "Earnings Per Share" ("FAS 128"). FAS
128 is effective  for the Company at January 31, 1998.  The  statement  requires
that basic  earnings per share  ("EPS") be presented  instead of primary EPS. It
also  requires both basic and diluted EPS be presented on the face of the income
statement, if applicable, as well as additional disclosures on the components of
EPS.  Had the Company  adopted  FAS 128 at  November 1, 1997,  there would be no
effect on the financial statements for the periods then ended.

                                       6
<PAGE>


NOTE 3:    Supplemental Disclosure of Cash Flow Information

Interest paid amounted to $670,000 and $59,000 for the  thirty-nine  weeks ended
November 1, 1997 and November 2, 1996, respectively.  Cash paid for income taxes
was $5,000 and $12,000  for the  thirty-nine  weeks  ended  November 1, 1997 and
November 2, 1996, respectively.

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

                                          Thirty-nine weeks ended
                                         --------------------------
                                         November 1,     November 2,
                                            1997             1996
                                            ----             ----
<S>                                     <C>             <C>

 Accounts receivable                     $   399,000    $  (267,000)
 Note receivable                              92,000       (229,000)
 Merchandise inventories                  (1,681,000)    (2,192,000)
 Prepaid catalog expenses                    217,000         85,000
 Other current assets                       (229,000)       675,000
 Other non-current assets                      2,000       (395,000)
 Accounts payable and accrued expenses    (1,339,000)     1,486,000
 Accrued salaries and bonuses               (132,000)      (146,000)
 Advance payments on orders                   42,000        (68,000)
 Deferred pre-opening costs                 (119,000)      (582,000)
 Deferred rent                               320,000        650,000
                                         -----------    -----------
                                         $(2,428,000)   $  (983,000)
                                         ===========    ===========
</TABLE>
                                       7
<PAGE>



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


      Thirteen weeks ended November 1, 1997 compared with November 2, 1996
      --------------------------------------------------------------------


Net sales  for the  thirteen  weeks  ended  November  1,  1997  increased  5% to
$9,221,000 as compared to $8,805,000  for the same period last year.  Retail net
sales increased 22% to $7,311,000  from $5,976,000 last year,  while catalog net
sales  decreased 33% to $1,910,000  from  $2,829,000  last year. The increase in
retail  sales  results  from an increase in the number of stores open from 30 at
November 2, 1996 to 40 at November 1, 1997, offset by a decline in average sales
per store.  The catalog  sales  decline is in line with the reduced  circulation
planned for this  period as  compared to the same period of the prior year.  The
Company  has  reduced the  circulation  of The Right  Start  Catalog in order to
better  position it to  strategically  support and  complement  the retail store
operations.

Cost of goods sold decreased 3% to $4,480,000  from  $4,604,000,  resulting in a
gross  margin of 51.4% for the third  quarter of fiscal  1997  compared to 47.7%
last year. Improved margins reflect the stronger initial margins on new products
being introduced.

Operating  expense  increased 18% or $773,000,  primarily due to the  additional
occupancy  costs  associated  with the stores  opened during and since the prior
year period.

General and administrative  expense decreased 8% or $87,000 as compared with the
third  quarter  of the prior  year.  The  expense  reduction  is  reflective  of
management's on-going efforts to reduce corporate overhead expenses.

Depreciation and amortization expense increased to $537,000 from $458,000 due to
opening of new stores during and since last year.

Interest  expense,  net was $316,000 for the quarter  ended  November 1, 1997 as
compared to $49,000 for the same period of the prior year.  The  increase is due
to the increased borrowings under the Company's credit facility and the issuance
of the subordinated notes and convertible debentures.

Other expense  decreased  $251,000 to $286,000 for the quarter ended November 1,
1997. The prior year expense reflects the severance accrual  associated with the
resignation of one of the Company's key executives.



     Thirty-nine weeks ended November 1, 1997 compared with November 2, 1996
     -----------------------------------------------------------------------

Net sales for the fiscal 1997 period remained relatively flat as compared to the
same period last year.  For the fiscal 1997 period,  retail net sales  increased
31% to $22,896,000 from $17,486,000 last year, while catalog net sales decreased
47% to  $6,214,000  from  $11,757,000  last year.  The  increase in retail sales
results  from an  increase  in the number of stores  open from 30 at November 2,
1996 to 40 at November 1, 1997,  offset by a decline in average sales per store.
Contributing to the decline in average sales per store was the extensive  amount
of  promotional  activity that occurred in 1996 not present in 1997. The catalog
sales decline is in line with the reduced circulation planned for this period as
compared  to the same  period of the prior  year.  The  Company  has reduced the
circulation  of The  Right  Start  Catalog  in order to  better  position  it to
strategically support and complement the retail store operations.

Cost of goods sold decreased 8% to $14,655,000 from $15,890,000,  resulting in a
gross  margin of 49.7% for the first three  quarters of fiscal 1997  compared to
45.7% last year.  Improved margins reflect the reduced  promotional  activity as
compared to the prior year and stronger  initial  margins on new products  being
introduced.

Operating  expense  increased 8% due to the increases in payroll,  occupancy and
other costs  related to the new stores in  operation,  offset by  reductions  in
catalog production costs.

General and administrative  expense decreased 21% or $737,000 for the nine month
period ended  November 1, 1997 as compared  with the same period last year.  The
expense  reduction is reflective  of  management's  efforts to reduce  corporate
overhead expenses.

Depreciation  and  amortization  expense  increased to  $1,705,000  for the nine
months ended  November 1, 1997 as compared to $1,287,000  for the same period of
the prior year due to opening of new stores during and since last year.

                                       8
<PAGE>


Interest  expense,  net  increased  to $806,000  for the nine month period ended
November  1, 1997 as  compared to $83,000 for the same period of the prior year.
The  increase is due to the  increased  borrowings  under the  Company's  credit
facility and the placement of the subordinated notes and convertible debentures.

Other  expense  of  $328,000  for the nine  months  ended  November  1,  1997 is
primarily  attributed  to severance  expense  recorded in  conjunction  with the
termination of certain management employees and costs incurred in relocating the
Company's  catalog  distribution  facilities.   This  compares  to  $736,000  of
severance expense recorded in the same period of 1996.


Liquidity and Capital Resources

During the nine months ended November 1, 1997,  the Company's  primary source of
liquidity was from the sale of subordinated debentures, the private placement of
1,510,000  shares of common stock and the  proceeds  from the exercise of common
stock options. These sources funded cash used in operations of $6,662,000 and in
investing  activities of  $1,613,000.  Capital  expenditures  represent  amounts
incurred in the construction of new stores which were opened in late 1996 and in
the first three quarters of fiscal 1997. The Company opened six stores in fiscal
1997 through December 5, 1997.

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

Effective  September 4, 1997,  the Company  entered  into a Securities  Purchase
Agreement with a limited number of investors (some of whom are affiliates of the
Company),  pursuant to which it issued 1,510,000 shares of common stock at $2.50
per share, generating proceeds of $3,705,000 for the Company.

The Company has a credit  facility (the "Credit  Facility")  which 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 November
1, 1997,  borrowings of $1,594,000 and  $3,000,000  were  outstanding  under the
Revolving  Line and the Capex Line,  respectively,  and $3,205,000 was available
under the Revolving  Line. The Credit  Facility  terminates on November 19, 1999
and on such date all  borrowings  thereunder  are  immediately  due and payable.
Borrowings  under the Credit  Facility are secured by  substantially  all of the
Company's assets.

The Credit Facility,  as amended,  requires the Company at all times to maintain
net worth  (defined  to  include  equity and  subordinated  debt) of at least $8
million. The Credit Facility also limits the Company's EBITDA (as defined in the
Credit Facility) to losses of $3,000,000  during the three quarter period ending
November  1,  1997.  Thereafter,  the Credit  Facility  requires  the  Company's
interest  coverage  (as  defined  therein) to be at least (i) 1.5 to 1.0 for the
quarter  ending  January 31,  1998,  (ii) 1.0 to 1.0 for the two quarter  period
ending April 30, 1998, (iii) 1.5 to 1.0 for the three quarter period ending July
31,  1998,  and (iv) 2.0 to 1.0 for the four  quarter  period at the end of each
subsequent  quarter.  Interest  coverage  is defined in the Credit  Facility  as
EBITDA  divided by interest  expense  (each defined  therein).  During the first
three quarters of fiscal 1997, the Company's  losses exceeded those permitted by
the Credit  Facility.  The lender  subsequently  waived the  requirement for the
period ended November 1, 1997 and amended the Credit Facility to require minimum
availability on the Revolving Line of $400,000.

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,  the
extension of credit by the  Company's  suppliers  and the  Company's  ability to
maintain compliance with its debt covenants.


                                       9

<PAGE>




Part II.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

The  Company  filed no Reports on Form 8-K during the period  ended  November 1,
1997.

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

Exhibit
Number


27       Financial Data Schedule


                                       10

<PAGE>


                                   SIGNATURES


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


                              The Right Start, Inc.


December 15, 1997              By:   \S\ Jerry R. Welch
-----------------                    -------------------
Date                                 Jerry R. Welch
                                     Chief Executive Officer


December 15, 1997               By:   \S\ Gina M. Shauer
-----------------                     ------------------ 
Date                                   Gina M. Shauer
                                       Chief Financial Officer


                                       11