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 April 29, 2000

                                       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 organization)                 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 April 29, 2000 - 5,614,175 shares.


<PAGE>




                              THE RIGHT START, INC.

                               INDEX TO FORM 10-Q
                          FOR THE THIRTEEN WEEK PERIOD
                               ENDED April 29, 2000




                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements (unaudited)

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


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



Item 3.     Quantitative and Qualitative Disclosures About
            Market Risk                                         16

                           PART II - OTHER INFORMATION


Item 6.     Exhibits and Reports on Form 8-K                    18

SIGNATURES                                                      19




                                 <PAGE> Page 2
                     THE RIGHT START, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS


<TABLE>
                                                April 29, 2000 January 29, 2000
                                                -------------- ----------------
                                                  (unaudited)
                                    ASSETS

Current assets:
<S>                                             <C>            <C>
     Cash and cash equivalents                  $    1,386,000 $      5,199,000
     Accounts and other  receivables                   707,000          682,000
     Merchandise inventories                        11,157,000        9,694,000
     Other current assets                            1,957,000        1,849,000
                                                -------------- ----------------
        Total current assets                        15,207,000       17,424,000

Noncurrent assets:
     Property, fixtures and equipment, net          11,097,000       10,648,000
     Deferred income taxes                           1,400,000        1,400,000
     Other noncurrent assets                           468,000        1,255,000
                                                -------------- ----------------

                                                $   28,172,000 $     30,727,000
                                                ============== ================


                     LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued expenses      $   12,025,000 $      9,566,000
     Revolving line of credit                        3,169,000        3,377,000
     Term note payable                               3,000,000
     Secured bridge notes payable, net of
        unamortized discount of $267,000             1,913,000
                                                -------------- ----------------
        Total current liabilities                   20,107,000       12,943,000

Term note payable                                                     3,000,000
Deferred rent                                        1,358,000        1,378,000

Minority interest in consolidated subsidiary         1,076,000        3,397,000

Commitments and contingencies

Mandatorily redeemable preferred stock Series A,
     $3,000,000 redemption value                     2,171,000        2,088,000

Shareholders' equity:
     Convertible preferred stock Series B            1,547,000        1,875,000
     Convertible preferred stock Series C            3,733,000        3,850,000
     Common stock (25,000,000 shares authorized
        at no par value; 5,614,175 and 5,417,666
        issued and outstanding, respectively)       22,722,000       22,593,000
     Paid in capital                                16,013,000       15,471,000
     Accumulated deficit                           (40,555,000)     (35,868,000)
                                                -------------- ----------------
        Total shareholders' equity                   3,460,000        7,921,000
                                                -------------- ----------------

                                                $   28,172,000 $     30,727,000
                                                ============== ================

          See accompanying notes to consolidated financial statements
</TABLE>

                                     Page 3

<PAGE>
<TABLE>

                              THE RIGHT START, INC. AND SUBSIDIARY
                             CONSOLIDATED STATEMENTS OF OPERATIONS




                                                                   Thirteen Weeks Ended
                                                           --------------------------------------
                                                            April 29, 2000         May 1, 1999
                                                           ------------------    ----------------
                                                              (unaudited)          (unaudited)

<S>                                                        <C>                   <C>
Retail store sales                                         $      10,329,000     $     9,035,000
Online sales before promotional discounts                          4,733,000
Catalog sales                                                        624,000           1,686,000
Shipping and handling revenues                                       188,000             351,000
                                                           ------------------    ----------------
       Total sales                                                15,874,000          11,072,000
       Promotional discounts related to online sales                 583,000
                                                           ------------------       -------------
       Net sales                                                  15,291,000          11,072,000

Costs and expenses:
     Cost of goods sold - merchandise                              7,840,000           5,115,000
     Cost of goods sold - shipping and handling                    1,175,000             309,000
     Operating expense                                             5,292,000           4,100,000
     Non-cash compensation                                            52,000
     Marketing and advertising expense                             4,210,000             144,000
     General and administrative expense                            1,927,000             888,000
     Pre-opening costs                                               156,000              62,000
     Depreciation and amortization expense                           772,000             349,000
                                                           ------------------    ----------------
                                                                  21,424,000          10,967,000
                                                           ------------------    ----------------
Operating income (loss)                                           (6,133,000)            105,000

Minority interest in consolidated subsidiary loss                 (2,479,000)
Write off of initial public offering costs                           772,000
Interest expense, net                                                241,000              85,000
                                                           ------------------    ----------------

Income (loss) before provision for income taxes                   (4,667,000)             20,000
Provision for income taxes                                            20,000               9,000
                                                           ------------------    ----------------

Net income (loss)                                          $      (4,687,000)    $        11,000
                                                           ==================    ================

Basic and diluted loss per share                           $           (0.86)    $         (0.01)
                                                           ==================    ================

Basic and diluted weighted average number of shares
     outstanding                                                   5,542,856           5,051,820
                                                           ==================    ================


          See accompanying notes to consolidated financial statements
</TABLE>

                                     Page 4
<PAGE>
<TABLE>

                      THE RIGHT START, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                          Thirteen Weeks Ended
                                                                -----------------------------------------
                                                                 April 29, 2000           May 1, 1999
                                                                -----------------     -------------------
                                                                   (unaudited)            (unaudited)
Cash flows from operating activities:
<S>                                                             <C>                   <C>
       Net income (loss)                                        $     (4,687,000)     $           11,000
       Adjustments to reconcile net income (loss)
         to net cash provided by (used in) operating activities:
          Depreciation and amortization                                  772,000                 349,000
          Non-cash compensation expense                                   52,000
          Non-cash advertising expense                                    27,000
          Amortization of bridge note discount                            19,000
          Minority interest in consolidated subsidiary loss           (2,479,000)
          Changes in assets and liabilities affecting operations       1,623,000                 193,000
                                                                -----------------     -------------------


              Net cash provided by (used in) operating activities     (4,673,000)                553,000
                                                                -----------------     -------------------

Net cash used in investing activities:
       Additions to property, fixtures and equipment                  (1,241,000)               (769,000)
                                                                -----------------     -------------------

Cash flows from financing activities:
       Net proceeds from (payments on) revolving line of credit         (208,000)                 94,000
       Net payments on term note payable                                                        (250,000)
       Net proceeds from issuance of secured bridge notes              2,180,000
       Proceeds from common stock issued upon exercise of
          stock options                                                  129,000
                                                                -----------------     -------------------

              Net cash provided by (used in) financing activities      2,101,000                (156,000)
                                                                -----------------     -------------------

Net decrease in cash and cash equivalents                             (3,813,000)               (372,000)
Cash at beginning of period                                            5,199,000                 626,000
                                                                -----------------     -------------------

Cash and cash equivalents at end of period                      $      1,386,000      $          254,000
                                                                =================     ===================


          See accompanying notes to consolidated financial statements
</TABLE>

                                     Page 5

<PAGE>



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


NOTE 1:  Description of Business and Significant Accounting
Policies

      The Right Start, Inc. (the "Company" or "Parent") is a specialty  retailer
of high quality  developmental,  educational  and care  products for infants and
children.  The  consolidated  financial  statements  include  the results of the
Company and its majority-owned subsidiary, RightStart.com Inc. ("RightStart.com"
or 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 was 60.2% at April 29, 2000.

      There  have  been  no  changes  in the  Company's  significant  accounting
policies as set forth in the Company's consolidated financial statements for the
year ended January 29, 2000. These unaudited  consolidated  financial statements
as of April 29,  2000 and for the  thirteen  week  period  then  ended have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and the  rules and  regulations  of the  Securities  and
Exchange Commission. Accordingly, they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  These interim consolidated financial statements should be
read in conjunction with the Company's Annual Report on Form 10-K/A for the year
ended  January  29,  2000.  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 the current year presentation.

      Operating  results for the  thirteen  week period ended April 29, 2000 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending February 3, 2001.



NOTE 2:  Bridge Notes Payable

      In April 2000, the  Subsidiary  sold secured bridge notes to affiliates in
the aggregate principal amount of $2,180,000 (the "Bridge Notes"),  and warrants
to purchase  109,000  shares of its common  stock at an exercise  price of $6.70
(the "Bridge  Warrants")  to provide  funding  until the  Subsidiary  can obtain
additional equity  financing.  The Bridge Notes are secured by substantially all
of the assets of the Subsidiary.  Using the  Black-Scholes  model, the estimated
fair  value of the Bridge  Warrants  was  calculated  at  $286,000  and has been
recorded as a  reduction  in the  carrying  amount of the Bridge  Notes,  with a
corresponding increase in shareholders' equity. The discount on the Bridge Notes
is being  amortized over the estimated term of the notes as additional  interest
expense. A default on the Bridge Notes would permit such holders to foreclose on
the assets of the  Subsidiary and require the  Subsidiary,  to the extent it has
not already done so, to issue to the holders of the notes,  additional  warrants
to purchase an aggregate  of 8,720,000  shares,  or  approximately  48.9% of the
outstanding  common stock of the  Subsidiary,  at an exercise price of $0.25 per
share.


NOTE 3:  Write off of Initial Public Offering Costs

      On January 18, 2000,  RightStart.com  filed a registration  statement with
the Securities and Exchange Commission with respect to an offering of its common
stock.  Costs  of $0.8  million,  incurred  in  connection  with  the  offering,
including audit fees,  legal fees,  various filing fees and printer costs,  were
deferred pending the completion of the offering. On May 19, 2000, RightStart.com
filed  to  withdraw  this  registration  statement  because  of  adverse  market
conditions.  In accordance with the current accounting guidance, the Company has
expensed all deferred costs in the current period.

                                     Page 6
<PAGE>



NOTE 4:  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,  weighted average number of shares,  per share amounts and stock
plan data 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.


                                                  Thirteen weeks ended
                                                  --------------------

                                              April 29, 2000       May 1, 1999
                                              --------------       -----------


Net income (loss)                               $(4,687,000)       $    11,000
Less:  Preferred stock accretion                    (83,000)           (70,000)
                                              -------------        -----------

Basic and diluted loss
  applicable to common shareholders             $(4,770,000)       $   (59,000)
                                                ===========        ===========

Weighted average shares                           5,542,856          5,051,820
Loss per share, basic and diluted                    $(0.86)            $(0.01)


      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
979,907  and 701,161  shares of common  stock at April 29, 2000 and May 1, 1999,
respectively;  Series B preferred stock  convertible  into 549,995 and 1,000,000
shares of common  stock at April 29,  2000 and May 1,  1999,  respectively;  and
Series C preferred  stock  convertible  into  1,866,650 and 1,925,000  shares of
common stock at April 29, 2000 and May 1, 1999, respectively.



NOTE 5:  Supplemental Disclosure of Cash Flow Information

      Interest  paid  amounted to $156,000 and  $103,000 for the thirteen  weeks
ended April 29, 2000 and May 1, 1999,  respectively.  Cash paid for income taxes
was $8,000 and  $11,000 for the  thirteen  weeks ended April 29, 2000 and May 1,
1999, respectively.


                                     Page 7
<PAGE>



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


                                        Thirteen weeks ended
                                        --------------------

                                    April 29, 2000   May 1, 1999
                                      ----------       --------
Accounts and other receivables      $    (25,000)    $  (56,000)
Merchandise inventories               (1,463,000)      (243,000)
Other current assets                    (108,000)      (309,000)
Other noncurrent assets                  760,000        (24,000)
Accounts payable and accrued expenses  2,479,000        834,000
Deferred rent                            (20,000)        (9,000)
                                      ----------       --------
                                    $  1,623,000     $  193,000
                                    ============     ==========



NOTE 6:  New Accounting Pronouncements

      In June 1998, the Financial  Accounting Standards Board issued SFAS No.133
"Accounting  For Derivative  Instruments and Hedging  Activities"  ("SFAS 133").
SFAS  133  establishes   accounting  and  reporting   standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts  (collectively referred to as derivatives) and for hedging activities.
SFAS 133, as amended by SFAS 137, is  effective  for all fiscal  quarters of all
fiscal years beginning after June 15, 2000. The Company  currently does not have
or use derivative instruments.


NOTE 7:  Segment Information

      The  Company  has  two  reportable  segments;  Direct-to-customers,  which
includes online and catalog  operations,  and Retail,  which includes activities
related to the Company's retail stores.  Both segments sell products to meet the
needs of the  parents of infants  and small  children.  The  Direct-to-customers
segment also sells products directed to older children through preteen.

      The accounting policies of the segments are the same as those described in
the  summary  of  significant   accounting   policies.   The  Company  evaluates
performance based on profit or loss from operations before income taxes.

      The Company  charges a management  fee on inventory  transferred  from the
Retail segment to the Direct-to-customers segment and a fee on services provided
by the Retail segment on behalf of the Direct-to-customers segment.

      The Company's  reportable  segments have operations that offer the same or
similar products but have a different method of delivery to their customers.
<TABLE>

Segment information for the thirteen weeks ended April 29, 2000 is as follows:


                                                                          Total
                                      Online           Catalog       Direct-to-Customers     Retail            Total
                                      ------           -------       -------------------     ------            -----
<S>                                 <C>                <C>                 <C>             <C>              <C>
 Net sales                          $4,198,000         $764,000            $4,962,000      $10,329,000      $15,291,000
 Interest expense                                                                              241,000          241,000
 Depreciation                          232,000                                232,000          540,000          772,000
 Non-cash compensation                  41,000                                 41,000           11,000           52,000
 Pre-opening costs                                                                             156,000          156,000
 Minority Interest                                                          2,479,000                         2,479,000
 Pre-tax loss                       (3,674,000)         (75,000)           (3,749,000)        (918,000)      (4,667,000)
 Total assets                        5,816,000          252,000             6,068,000       22,104,000       28,172,000
 Fixed asset additions                 594,000                                594,000          647,000        1,241,000

</TABLE>

                                     Page 8
<PAGE>

<TABLE>

Segment information for the thirteen weeks ended May 1, 1999 is as follows:

                                     Catalog           Retail                    Total
                                     -------           ------                    -----
<S>                                 <C>              <C>                    <C>
 Net sales                          $2,037,000       $9,035,000             $11,072,000
 Interest expense                                        85,000                  85,000
 Depreciation                            5,000          344,000                 349,000
 Pre-opening costs                                       62,000                  62,000
 Pre-tax income (loss)                 179,000         (159,000)                 20,000
 Total assets                          252,000       18,110,000              18,362,000
 Fixed asset additions                                  769,000                 769,000

</TABLE>



                                    Page 9
<PAGE>




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

Forward-Looking Statements

     When used in this report and elsewhere by management from time to time, the
words  "believes,"  "anticipates,"  and  "expects" and similar  expressions  are
intended to identify  forward-looking  statements  with respect to our financial
condition,  results of  operations  and business and that of our  majority-owned
online subsidiary,  RightStart.com,  a Delaware corporation  ("RightStart.com").
Certain important  factors,  including but not limited to competition from other
children's   product   retailers,   losses  expected  in  the  online  business,
limitations  on access to  capital to fund the  expansion  and the growth in the
number of our  physical  stores and in  RightStart.com's  online  business,  the
dependence of  RightStart.com  on its  technology  services  provider,  consumer
acceptance of online retailing and  RightStart.com's  online stores and the lack
of operating experience at RightStart.com,  could cause actual results to differ
materially  from those  expressed  in our  forward-looking  statements.  Further
information on potential  factors that could affect our financial  condition and
that of  RightStart.com,  is  included in our filings  with the  Securities  and
Exchange  Commission,  including  our Form 10-K/A for the year ended January 29,
2000 and our  Registration  Statement  on Form S-3 (No.  333-84319).  We caution
readers not to place undue reliance on forward-looking  statements,  which speak
only as of the date of this  filing.  We  undertake  no  obligation  to publicly
release any revisions to these  forward-looking  statements to reflect events or
circumstances after that date.

Overview

     The Right Start,  Inc. sells  developmental,  educational and care products
for infants and children  through retail stores ("Retail Store  Operations") and
holds a majority  ownership  in  RightStart.com,  which sells a similar  type of
product to a broader age group on the Internet and through a mail order catalog.
To facilitate the analysis of our historical  results,  each of the two distinct
operations is discussed separately below.

Retail Store Operations

At April 29, 2000, The Right Start,  Inc. operated 53 retail stores in 15 states
throughout the United States. The stores' product mix includes a wide variety of
items to meet the needs of infants,  small  children and their care givers,  all
presented within a store designed to provide a safe,  baby-friendly  environment
for the shopping ease of new parents.

                                    Page 10
<PAGE>
<TABLE>

      The following table sets forth the unaudited  statement of operations data
for Retail Store Operations:

                                                      Thirteen weeks ended
                                             -----------------------------------------
                                                April 29, 2000          May 1, 1999
                                                --------------          -----------
<S>                                           <C>           <C>      <C>         <C>
Retail net sales                              $10,329,000   100.0%   $9,035,000  100.0%
Cost of goods sold                              5,061,000    49.0%    4,401,000   48.7%
Operating expense                               4,034,000    39.1%    3,392,000   37.5%
Non-cash compensation                              11,000     0.1%
Marketing and advertising expenses                249,000     2.4%     144,000     1.6%
General and administrative expenses               955,000     9.2%     766,000     8.5%
Pre-opening costs                                 156,000     1.5%      62,000     0.7%
Depreciation and amortization expense             540,000     5.2%     344,000     3.8%
                                              -----------            ----------
    Operating loss                               (677,000)   -6.6%     (74,000)   -0.8%
Interest expense                                  241,000     2.3%      85,000     0.9%
                                              -----------            ----------
    Loss before provision for income taxes       (918,000)   -8.9%    (159,000)   -1.8%
Provision for income taxes                         20,000     0.2%       9,000     0.1%
                                              -----------            ----------
    Net loss                                    ($938,000)   -9.1%   ($168,000)   -1.9%
                                              ===========            ==========
</TABLE>


Thirteen weeks ended April 29, 2000 compared with May 1, 1999


      Net Sales.  Retail net sales  consist of gross  product sales to customers
net of returns.  Retail net sales increased by $1.3 million, or 14.3%, from $9.0
million  for the  thirteen  weeks  ended  May 1, 1999 to $10.3  million  for the
thirteen weeks ended April 29, 2000.  The net sales growth  reflects an increase
in the store base from 41 stores to 53 stores, offset somewhat by a 1.7% decline
in same-store sales.

      Cost of goods sold.  Cost of goods sold consists  primarily of the cost of
products sold, inbound freight costs and inventory shrinkage costs. Retail gross
margin  remained  relatively  flat at 51.0% and 51.3% for the current period and
prior year period, respectively.

      Operating expense.  Retail operating expense consists of store operational
expenses,  retail  personnel  costs,  and costs related to the  distribution and
warehousing of our retail merchandise. Retail operating expense was $4.0 million
for the  current  period as  compared  to $3.4  million for the same period last
year.  The $.6 million or 18.9%  increase  primarily  reflects  the  addition of
twelve  new  store  locations  as well as  costs  related  to  increased  retail
management staff and related costs.

      Marketing  and  advertising  expense.  Retail  marketing  and  advertising
expense  generally  consists  of print  advertising  in  national  and  regional
publications,  as well as promotional  mailings to our customers.  Marketing and
advertising  expense  increased from $0.1 million for the  thirteen-week  period
ended May 1, 1999 to $0.2  million for the same  period  this year.  This growth
reflects increased utilization of promotional mailings to our customer database,
as well as  expenses  incurred  to  increase  brand  awareness  in our  regional
markets.

      General and administrative  expense.  General and  administrative  expense
consists primarily of the costs related to management, financial, merchandising,
inventory,   professional   service  fees  and  other   administrative   support
attributable  to Retail Store  Operations.  General and  administrative  expense
increased  24.7 % to $1.0  million for the current  period from $0.8 million for
the comparable period last year. The increase is due primarily to an increase in
staffing and related costs.

      Depreciation  and  amortization.  Depreciation  and  amortization  expense
increased  $0.2 million from $0.3 million in the prior period to $0.5 million in
the current  period.  The increase was due to the  additional  assets  placed in
service related to new store openings.

      Pre-opening  costs.  Pre-opening  costs consist primarily of non-recurring
marketing,  advertising,  and other expenses related to the opening of new store
locations.  Pre-opening  costs  increased  $94,000  from $62,000 in the thirteen
weeks ended May 1, 1999 to $156,000 for the current  year.  The increase was due
to the opening costs related to eleven  stores  reflected in the current  period
versus six stores in the prior period.

                                    Page 11
<PAGE>

      Interest expense.  Interest expense increased from $85,000 in the thirteen
weeks ended May 1, 1999 to $241,000 for the same period this year.  The increase
reflects an increase in our  outstanding  borrowings for the current period over
the prior period.

      Provision for income  taxes.  The provision for income taxes is related to
state  income  taxes.  No Federal or state  income tax benefit was  recorded for
either the current or prior period due to the uncertainty  surrounding realizing
any tax benefits in future years.


RightStart.com Operations

      RightStart.com  was formed in April 1999 to engage in electronic  commerce
over  the  Internet.  As  part  of the  initial  capitalization,  RightStart.com
acquired its catalog operations from The Right Start, Inc.

      Online  sales  are  presented  on a gross  basis,  which is after  product
returns but before promotional discounts.

      The online stores were  launched on June 29, 1999. As a result,  the first
quarter of the current  fiscal  year is  comprised  of 13 weeks of both  catalog
operations and online store  operations  and the comparable  period of the prior
year is comprised  solely of 13 weeks of catalog  operations and no online store
operations.
<TABLE>

      The following table sets forth the unaudited  statement of operations data
for the periods indicated for RightStart.com:

                                                                  Thirteen weeks ended
                                                                  --------------------
                                                         April 29, 2000              May 1, 1999
                                                         --------------              -----------

<S>                                                        <C>           <C>     <C>          <C>
Catalog net sales                                          $624,000      12.6%   $1,686,000   82.8%
Online store sales before promotional discounts           4,733,000      95.4%                 0.0%
Shipping and handling revenues                              188,000       3.8%      351,000   17.2%
                                                        -----------                --------
     Total Sales                                          5,545,000     111.7%    2,037,000  100.0%
Promotional discounts related to online store sales         583,000      11.7%                 0.0%
                                                        -----------                --------
     Net Sales                                            4,962,000     100.0%    2,037,000  100.0%
Cost of goods sold - merchandise                          2,779,000      56.0%      714,000   35.1%
Cost of goods sold - shipping and handling                1,175,000      23.7%      309,000   15.2%
Operating expense                                         1,258,000      25.4%      708,000   34.8%
Non-cash compensation                                        41,000       0.8%                 0.0%
Marketing and advertising expenses                        3,961,000      79.8%                 0.0%
General and administrative expenses                         972,000      19.6%      122,000    6.0%
Depreciation and amortization expense                       232,000       4.7%        5,000    0.2%
                                                        -----------                --------
     Operating income (loss)                             (5,456,000)   -110.0%      179,000    8.8%
Minority Interest in consolidated subsidiary loss         2,479,000      50.0%                 0.0%
Write off of initial public offering costs                  772,000      15.6%
Interest expense                                                          0.0%                 0.0%
                                                        -----------                --------
     Income (loss) before provision for income taxes     (3,749,000)    -75.6%      179,000    8.8%
Provision for income taxes                                        0       0.0%                 0.0%
                                                        -----------                --------
     Net income (loss)                                  ($3,749,000)    -75.6%     $179,000    8.8%
                                                        ===========                ========
</TABLE>

      Sales.  Gross sales  consist of product  sales to customers and are net of
product returns; net sales are net of promotional discounts. Net sales increased
by $3.1 million,  or 183.0%,  to $4.8 million for the thirteen weeks ended April
29, 2000 from $1.7  million for the  comparable  period of the prior year.  This
growth in net sales was  attributable to the launch of the online stores on June
29, 1999, partially offset by a decline in catalog sales. Online store net sales
were $4.2 million in the first quarter of the current year, compared to no sales

                                    Page 12
<PAGE>

in the same  quarter  of the  prior  year.  Online  store  net  sales are net of
promotional discounts of $0.6 million for the current quarter. Catalog net sales
decreased $1.1 million,  or 63.0%, to $0.6 million for the first quarter of this
year from $1.7 million in the comparable  period of the prior year. The majority
of the decline in catalog net sales was  attributable to a planned  reduction in
catalog circulation and a shift of a portion of the Direct-to-customer  business
from the catalog to the online stores.

      Shipping and handling revenues.  Catalog customers have traditionally been
charged  a fee to cover the cost of  shipping  and  handling.  The  Company  has
historically  offset  the fees and  expenses  and  reported  the net  number  in
operating expense. When we entered the online business, we decided to offer free
shipping and handling for standard ground shipping.  Customers desiring upgraded
shipping were charged a fee  approximating  the additional  cost. These revenues
along with shipping and handling  expenses were reported as operating expense in
the same  manner  in which the  Company  handled  the  catalog.  New  accounting
guidance (issued May 18, 2000) requires that shipping and handling  revenues and
expenses be  accounted  for as revenues and cost of sales.  Approximately  5% of
online customers paid for upgraded  shipping during the period.  In May, 2000 we
modified our free shipping  policy so that free shipping  applies only to orders
greater than $30.  Accordingly,  we expect future shipping and handling revenues
to increase somewhat from current levels.

      Cost of goods sold- Merchandise.  Cost of goods sold consists primarily of
the cost of products sold, inbound freight costs and inventory  shrinkage costs.
Merchandise  gross  margin  decreased to 41.8% this year from 57.7% in the prior
year. Merchandise gross margin on catalog net sales decreased to 54.6% this year
from 57.7% last year, due to a less  favorable  product mix.  Merchandise  gross
margin on online  store net sales was 39.9% in the first  quarter  of this year.
Merchandise  gross margin on online  store net sales was lower than  merchandise
gross margin on catalog net sales in the current quarter due to the introductory
promotional  discounting  offered to customers of the online stores as well as a
different mix of products offered in the online stores.

      Cost of goods sold- Shipping and handling.  Shipping and handling expenses
include amounts paid to our third party distribution service, returns processing
costs,  shipping  supplies and actual shipping  charges.  These expenses for the
first  quarter  of the  current  year  were  $1.2  million  or 23.7% of sales as
compared to $0.3  million or 15.2% of sales last year.  The increase in shipping
and  handling is  directly  attributable  to the  increase in sales from the new
online stores and the mix of products offered.

      Operating  expenses.  Operating  expenses consist primarily of credit card
processing  fees,  expenses  related to  catalog  production  and  distribution,
customer  service,  as well  as  related  personnel  costs.  Operating  expenses
increased by $0.6 million to $1.3 million or 25.4% in the first  quarter of this
year from $0.7  million  or 34.8% in the same  period  of last  year.  Operating
expenses  related to the online store were $1.0 million in the first  quarter of
this year.  Operating expenses related to the catalog decreased $0.4 million due
to reduced circulation and sales.

      Marketing  and  advertising  expense.  Marketing and  advertising  expense
consists of radio,  television,  magazines,  newspaper,  direct mail, e-mail and
on-line  solicitations,  including all production and distribution,  incurred in
connection  with  promoting  our online store which  amounted to $4.0 million or
83.0% of online store sales during the current quarter.  There was no comparable
activity in the prior year period.

      General and administration  expenses.  General and administration expenses
consist  primarily  of the costs  related to website  hosting  and  maintenance,
management  and  support  personnel,  fees paid to The  Right  Start,  Inc.  for
accounting,  payroll,  and  administrative  support  services under a management
services agreement, professional service fees and office lease expenses. General
and  administration  expenses  increased  $0.9 million to $1.0 million this year
from $0.1  million  in the prior  year  period.  As a  percentage  of net sales,
general and  administration  expenses increased to 20.4% in the first quarter of
this year from 7.2% in the comparable prior year period. Current quarter general
and  administration  expenses included direct fees paid to The Right Start, Inc.
of $0.1 million.

                                    Page 13
<PAGE>

      Depreciation Expense.  Depreciation expense increased $227,000 from $5,000
in the prior period to $232,000 in the current  quarter.  This  increase was due
primarily  to  web  site  hardware  and  software   additions  which  are  being
depreciated over a three year period.

      Non-cash  compensation  expense.  Non-cash compensation expense relates to
stock  options  granted  at  exercise  prices  below the  deemed  fair  value of
RightStart.com  common  stock.  A non-cash  compensation  expense of $41,000 was
recorded in the first  quarter of the  current  year.  No non-cash  compensation
expense was reported in the prior year period.

      Provision  for income  taxes.  The tax  provision  has been computed as if
RightStart.com had operated as a separate entity for all periods presented. As a
result of net losses, no benefit for income taxes was recorded for either fiscal
period.  A tax benefit has not been  recorded  for any period  presented  due to
uncertainties surrounding the timing of realizing any benefits in future years.

      Minority interest in consolidated subsidiary. Minority interest represents
minority  shareholders'  portion of RightStart.com losses for the thirteen weeks
ended April 29, 2000. The allocation of the loss to the minority interest in the
current quarter was $2.5 million.

      Write  off  of  initial  public  offering  costs.  On  January  18,  2000,
RightStart.com  filed a registration  statement with the Securities and Exchange
Commission  with  respect  to an  offering  of its common  stock.  Costs of $0.8
million,  incurred in connection with the offering,  including audit fees, legal
fees,  various  filing  fees  and  printer  costs,  were  deferred  pending  the
completion of the offering.  On May 19, 2000,  RightStart.com  filed to withdraw
this registration statement because of adverse market conditions.  In accordance
with the current  accounting  guidance,  the Company has  expensed  all deferred
costs in the current period.



      The  Company  has a net  deferred  tax asset of $1.4  million.  Management
expects that the Company will generate $4.0 million of taxable income within the
next 15 years to  utilize a minimum  of $1.4  million  of the net  deferred  tax
asset.  The taxable  income will be generated  through a combination of improved
operating results and tax planning strategies. Rather than lose the tax benefit,
the Company could implement certain tax planning  strategies  including the sale
of  certain  of  the  Company's   operations  or  some  of  its   investment  in
RightStart.com.  Based on the expected operating  improvements combined with tax
planning  strategies in place,  management believes that adequate taxable income
will be generated  over the next 15 years in which to utilize the portion of the
net operating loss carryforwards not reserved against.

      The  Company's  ability  to fund our  operations,  open new  stores on our
planned timeframe and maintain  compliance with our Credit Facility is dependent
on our  ability to  generate  sufficient  cash flow from  operations  and secure
financing.  Historically,  we have  incurred  losses and may  continue  to incur
losses,  depending  on  the  success  of our  business  strategy.  Losses  could
negatively affect working capital,  the extension of credit by our suppliers and
our operations.




Liquidity and Capital Resources


      In the first  quarter of Fiscal 2000,  we used $4.7 million in cash in our
operating  activities  compared  to the $0.6  million  in cash  provided  by our
operating  activities  in the first quarter of Fiscal 1999. In the first quarter
of Fiscal 2000, we used $1.2 million in cash in investing  activities  for fixed
asset  additions  compared to $0.8 million in the first  quarter of Fiscal 1999.
The primary  source of funds for the use of cash in the first  quarter of Fiscal
2000 were borrowings under the Parent's $13 million credit facility (the "Credit
Facility"),  the sale by RightStart.com  to affiliated  investors of its secured

                                    Page 14
<PAGE>

bridge  notes  and  warrants  which  netted  proceeds  of $2.2  million  and the
remaining proceeds of the sale by RightStart.com to third party investors of its
preferred stock in Fiscal 1999.


Retail Store Operations
-----------------------

      During the first quarter of Fiscal 2000, our primary  sources of liquidity
for Retail Store Operations were from borrowings under the Credit Facility.  The
Credit Facility consists of a $10.0 million revolving line of credit for working
capital (the "Revolving Line") and a $3.0 million capital  expenditure  facility
(the  "Capex  Line").  Availability  under the  Revolving  Line is  subject to a
defined  borrowing  base.  As of April 29, 2000  borrowings of $3.2 million were
outstanding  under the Revolving Line and $3.0 million was outstanding under the
Capex Line;  $5.5 million was  available  at April 29, 2000 under the  Revolving
Line.  Interest  accrues on the  Revolving  Line at prime plus 1.0% and at prime
plus 1.5% on the Capex  Line.  At April  29,  2000,  the  bank's  prime  rate of
interest was 9.0%. The Credit  Facility  terminates on February 19, 2001, and on
such date, all borrowings thereunder are immediately due and payable. Borrowings
under the  Credit  Facility  are  secured  by  substantially  all of our  assets
(including   our  stock  in   RightStart.com,   but   excluding  the  assets  of
RightStart.com). We plan to replace the Credit Facility by January 2001.

      The  Credit  Facility,  as amended in June  2000,  requires  the  Company,
excluding any contribution from RightStart.com, at all times during Fiscal 2000,
to maintain net worth (defined to include equity,  additional  paid-in  capital,
retained earnings (accumulated deficit) and subordinated debt and to exclude the
operating results of RightStart.com) ("Net Worth") of $6,500,000 through the end
of July 2000 and  returning to  $8,000,000  as of the end of August 2000 and for
the balance of the term. At April 29, 2000, Net Worth was $7,214,000. The Credit
Facility  also  requires that the Company's  earnings  before  interest,  taxes,
depreciation,  amortization and non-recurring charges ("EBITDA") exceed $250,000
for the twelve  months  ending April 30, 2000 and $500,000 for the twelve months
ending July 31,  2000,  October 31,  2000 and January 31,  2001.  For the twelve
months ended April 29, 2000,  EBITDA was  $300,000.  In addition,  the Company's
capital  expenditures  are limited to $1,750,000 in Fiscal 2000.  The Company is
required to pay $100,000 on the Capex Line per month beginning May 1, 2000.


RightStart.com
--------------

      During the first quarter of Fiscal 2000,  RightStart.com's primary sources
of liquidity were from the issuance of its secured bridge notes and warrants and
the  remaining  proceeds of the sale to third party  investors of its  preferred
stock in Fiscal 1999. The conversion of the preferred  stock to common stock and
the purchase of website development and maintenance  services for RightStart.com
from its technology  services  provider through the exchange of common stock for
these  services  has  reduced  the  Parent's   ownership  of  RightStart.com  to
approximately 60% of its outstanding common stock. In April 2000, RightStart.com
sold secured  bridge notes in the aggregate  principal  amount  $2,180,000  (the
"Bridge  Notes") and warrants to purchase  109,000 shares of its common stock at
an  exercise   price  of  $6.70  to   affiliates,   to  provide   funding  until
RightStart.com  can obtain  additional  equity  financing.  The Bridge Notes are
secured by substantially all of the assets of  RightStart.com.  A default on the
Bridge   Notes  would  permit  such  holders  to  foreclose  on  the  assets  of
RightStart.com and require RightStart.com, to the extent it has not already done
so, to issue to the holders of the notes,  warrants to purchase an  aggregate of
8,720,000  shares,  or  approximately  48.9% of the outstanding  common stock of
RightStart.com,  at an  exercise  price of  $0.25  per  share.  RightStart.com's
ability to fund its  operations  and grow its market share is dependant upon its
ability to raise additional capital. On January 18, 2000, RightStart.com filed a
registration  statement with the Securities and Exchange Commission with respect
to an offering of its common  stock.  On May 19, 2000,  RightStart.com  filed to
withdraw  this  registration  statement  because of adverse  market  conditions.
RightStart.com  is  currently  evaluating  its  financial  alternatives.   These
alternatives  include,  but are not  limited  to,  completing  a private  equity

                                    Page 15
<PAGE>

transaction,   selling   RightStart.com   or  merging  with   another   internet
participant,  or  severely  reducing  its  operations  until  market  conditions
improve.  Additional bridge notes may be required in order to affect some or all
of these  alternatives.  The Company believes that such bridge note financing is
achievable. In the event that none of the alternatives can be completed, website
operations could have to be suspended.

      RightStart.com  entered  into a term sheet in  November  1999 with  Oxygen
Media,  LLC. The term sheet  contemplates  that over the three-year  term of the
proposed  agreement  RightStart.com  would provide  consideration  approximating
$13.7 million, including in-kind consideration provided by us.


Impact of Inflation
-------------------

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


Seasonality
-----------

      Our business is not significantly impacted by seasonal fluctuations,  when
compared to many other specialty retail and catalog operations. Our products are
for the most  part  need-driven  and the  customer  is often the end user of the
product. We do, however, experience increased sales during the Christmas holiday
season  and  expect  that this  seasonality  may  increase  as  RightStart.com's
business for children  through age twelve  increases and forms a greater portion
of our financial results.


Other Matters
-------------

New Accounting Requirements
---------------------------

      In June 1998, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  (SFAS) No.  133,  "Accounting  for  Derivative
Instruments and Hedging Activities," effective beginning in the first quarter of
2000. SFAS No. 133 establishes accounting and reporting standards for derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts,  and for hedging  activities.  It requires companies to recognize all
derivatives  as either  assets or  liabilities  on the balance sheet and measure
those  instruments at fair value. SFAS No. 133 was amended by SFAS No. 137 which
defers the effective  date of the SFAS No. 133 to all fiscal  quarters of fiscal
years  beginning  after June 15, 2000.  SFAS No. 133 is effective  for our first
fiscal quarter in the year 2001 and is not expected to have a material effect on
our financial position.


ITEM 3.  Quantitative and Qualitative Disclosures About Market
Risk
-------
----------------------------------------------------------

      In the ordinary course of operations,  we face no significant  market risk
from derivative instruments.  Our purchase of imported products subjects us to a
minimum  amount of foreign  currency  risk.  Foreign  currency risk is that risk
associated with recurring transactions with foreign companies, such as purchases
of goods from foreign vendors.  If the strength of foreign currencies  increases
compared  to the United  States  dollar,  the price of imported  products  could
increase.  We have no commitments,  however,  for future  purchases with foreign
vendors and,  additionally,  we have 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 our debt  obligations,  the  interest  rates of which are linked to the prime

                                    Page 16
<PAGE>

rate. We have not entered into any  derivative  financial  instruments to manage
interest  rate  risk,  currency  risk  or for  speculative  purposes  and we are
currently not evaluating the future use of these instruments.


                                    Page 17
<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 first 13 weeks of Fiscal
2000.


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


Exhibit
Number
------
4.1  Warrant dated April 18, 2000 issued in connection with Secured Bridge Note
     issued to Fred Kayne. (1)

4.2  Secured Bridge Note dated April 18, 2000 issued to Fred Kayne. (2)

10.1 Eighth Amendment to Loan and Security Agreement and Waiver,
     dated as of April 28, 2000, between Heller Financial, Inc. and the
     Company.

10.2 Ninth Amendment to Loan and Security Agreement, dated as of June 9, 2000,
     between Heller Financial, Inc. and the Company.

10.3 Secured Bridge Note and Warrant Purchase Agreement dated April 18, 2000 by
     and among the Company, Fred Kayne, Richard Kayne and Palomar
     Ventures I, L.P.

10.4 First Amendment to Secured Bridge Note and Warrant Purchase Agreement and
     Security Agreement dated June 1, 2000 between the Company and Guidance
     Solutions, Inc.

10.5 Security Agreement dated April 18, 2000 by and among the Company, Fred
     Kayne, Richard Kayne and Palomar Ventures I, L.P.

27   Financial Data Schedule.


----------


(1)     Substantially  identical  warrants  were  issued to  Richard  Kayne (for
        50,000 shares), Palomar Ventures I, L.P. (for 9,000 shares) and Guidance
        Solutions (for 4,753 shares on June 1, 2000).
(2)     Substantially  identical  Bridge  Notes  were  issued to  Richard  Kayne
        ($1,000,000),   Palomar   Ventures  I,  L.P.   ($180,000)  and  Guidance
        Solutions, Inc. ($95,055 on June 1,2000).


                                    Page 18
<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 and thereunto duly authorized.


                               THE RIGHT START, INC.



Date:  June 12, 2000                            /s/ JERRY WELCH
       -------------                            ---------------
                                                Jerry Welch
                                                Chief Executive
Officer


Date:  June 12, 2000                            /s/ GINA M.ENGELHARD
       -------------                            ---------------------
                                                Gina M. Engelhard
                                                Chief Financial Officer


                                    Page 19