<PAGE>
 
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  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       March 29, 1997
                                    ---------------
                                       OR
(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the transition period ___________________to____________________

                     Commission File Number 0-28192
                                            ------- 



                               THE REGISTRY, INC.
             (Exact name of registrant as specified in its charter)

     MASSACHUSETTS                                         04-2920563
------------------------                       ---------------------------------
(State of Incorporation)                       (IRS Employer Identification No.)



                               189 WELLS AVENUE
                               NEWTON, MA  02159
                                 (617)527-6886
    (Address, including zip code, and telephone number, including area code
                  of registrant's principal executive offices)



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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    YES ___X___    NO ______

As of May 2, 1997, there were 14,123,678 shares of Common Stock, no par value,
outstanding.
================================================================================
--------------------------------------------------------------------------------

                                       1
<PAGE>
 
                               THE REGISTRY, INC.


                               INDEX TO FORM 10-Q

<TABLE>
<CAPTION>
                                                                           Page
                                                                          ------
PART I                       FINANCIAL INFORMATION
<S>                          <C>                                            <C>
          Item 1.            Financial Statements
                             Condensed Consolidated Balance Sheet at           3
                             March 29, 1997 and June 29, 1996
 
                             Condensed Consolidated Statement of
                             Operations for the three and nine months          4
                             ended March 29, 1997 and March 30, 1996
 
 
                             Condensed Consolidated Statement of  Cash
                             Flows for the nine months ended March 29,         5
                             1997 and March 30, 1996
 
 
          Item 2.            Management's Discussion and Analysis of
                             Financial Condition and Results of Operations    10
 
 
PART II.                     OTHER INFORMATION                                14
 
                             SIGNATURES                                       14
 
                             EXHIBIT INDEX                                    16
 
</TABLE>



          This Quarterly Report on Form 10-Q contains forward-looking
statements.  For this purpose, any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, the words "believes," "anticipates," "plans,"
"expects," and similar expressions are intended to identify forward-looking
statements.  The important factors discussed below under the caption "Certain
Factors That May Affect Future Operating Results," among others, could cause
actual results to differ materially from those indicated by forward-looking
statements made herein and presented elsewhere by management from time to time.

                                       2
<PAGE>
 
                               THE REGISTRY, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
 
                                            MARCH 29,         JUNE 29, 
                                              1997              1996
                                           (UNAUDITED)
<S>                                       <C>              <C>
ASSETS
Current assets
  Cash and cash equivalents                     $ 23,744         $13,707
  Marketable securities                           11,550               -
  Accounts receivable, net                        63,564          42,439
  Notes receivable from related parties              170              82
  Deferred income taxes                            1,223              47
  Other current assets                               793             924
                                           -------------   -------------
        Total current assets                     101,044          57,199
                        
Fixed assets, net                                  9,792           6,979
Notes receivable from officers                       100              60
Other assets                                      15,994             917
Deferred income taxes                                470              35
                                           -------------   -------------
        Total assets                            $127,400         $65,190
                                           =============   =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Line of credit                                $      -         $ 1,885
  Current portion of long-term debt                1,929             421
  Accounts payable                                 1,796           2,652
  Accrued salaries and wages                       8,477           4,946
  Other accrued liabilities                        7,798           5,401
  Accrued income taxes                             1,879           2,082
  Deferred income taxes                              473              89
                                           -------------   -------------
        Total current liabilities                 22,352          17,476
Deferred income taxes                                811             673
Long-term debt                                     2,456           2,652
 
Commitments and contingencies
Stockholders' equity
  Preferred stock                                      -           1,916
  Common stock                                     4,702             179
  Additional paid-in capital                      84,353          35,434
  Notes receivable from stockholders                (226)           (226)
  Deferred stock compensation                          -            (179)
  Retained earnings                               12,959           7,265
  Currency translation adjustment                     (7)              -
                                           -------------   -------------
        Total stockholders' equity               101,781          44,389
                                           -------------   -------------
                                                $127,400         $65,190
                                           =============   =============
</TABLE>
  The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
 
                               THE REGISTRY, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      (IN THOUSANDS EXCEPT PER SHARE DATA)
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
                                               FOR THE QUARTER ENDED           FOR THE NINE MONTHS ENDED
                                          MARCH 29, 1997   MARCH 30, 1996   MARCH 29, 1997  MARCH 30, 1996
<S>                                       <C>              <C>              <C>             <C>
Revenue                                          $86,518          $57,296         $231,038        $151,828
Cost of revenue                                   63,229           42,040          167,671         111,434
                                        ----------------   --------------   --------------  --------------
                                                  23,289           15,256           63,367          40,394
Selling, general and administrative
 expenses                                         16,890           12,346           46,509          32,326
Acquisition-related expenses                           -                -            5,144               -
                                        ----------------   --------------   --------------  --------------
Income from operations                             6,399            2,910           11,714           8,068
Interest and other income (expense), net            (179)            (598)           1,440          (1,500)
                                        ----------------   --------------   --------------  --------------
Income before taxes                                6,220            2,312           13,154           6,568
Income tax provision                               2,581            1,333            6,840           2,014
                                        ----------------   --------------   --------------  --------------
Net income                                       $ 3,639          $   979         $  6,314        $  4,554
                                        ----------------   --------------   --------------  --------------
Net income per share                               $0.26
Weighted average common and
    common equivalent shares                      14,214
 
Pro forma information
    Income before taxes                                           $ 2,312         $ 13,154        $  6,568
    Pro forma income tax provision                                    972            7,768           2,840
                                                           --------------   --------------  --------------
    Pro forma net income                                          $ 1,340         $  5,386        $  3,728
                                                           --------------   --------------  --------------
    Pro forma net income per
       share                                                        $0.12            $0.39           $0.34
                                                           --------------   --------------  --------------
    Weighted average common and
       common equivalent shares                                    10,905           13,804          10,880
                                                           --------------   --------------  --------------
</TABLE>
  The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
 
                               THE REGISTRY, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
 
                                                   NINE MONTHS ENDED
                                            MARCH 29, 1997   MARCH 30, 1996
<S>                                         <C>              <C>
Cash flows from operating activities:
 Net income                                     $  6,314          $ 4,554
 Adjustments to reconcile net income to
  net cash provided by (used for) operating
   activities
  Depreciation and amortization                    1,558              919
  Amortization of deferred stock                     
   compensation                                      179                -
  Provision for losses on accounts                   
   receivable                                        514              248
  Deferred income taxes                             (597)           1,100
  Increase in accounts receivable                (16,214)          (6,747)
  Decrease in other current assets                   342                8
  Increase in other assets                          (368)            (109)
  Decrease in accounts payable                    (1,801)            (375)
  Increase in accrued expenses                     2,043              828
  Increase in accrued salaries and wages           1,880            2,578
  Increase in accrued income taxes                    77            1,086
                                            ------------     ------------
   Net cash provided by (used for)                
    operating activities                          (6,073)           1,890
                                            ------------     ------------
Cash flows from investing activities
 Cash disbursed for acquisitions                 (16,168)               -
 Increase in notes receivable from                   
  officers                                           (40)            (365)
 Repayment of notes receivable from                    
  officers                                             -            1,060
 Increase in notes receivable from                   
  related parties                                    (71)               -
 Purchase of marketable securities               (11,550)               -
 Purchases of fixed assets                        (3,388)          (1,729)
                                            ------------     ------------
     Net cash used for investing 
      activities                                 (31,217)          (1,034)
                                            ------------     ------------

Cash flows from financing activities
 Cash proceeds from issuance of common 
  stock                                           49,127                -
 Cash proceeds from reissuance of                  
  treasury stock                                   1,921                -
 Cash proceeds from exercise of stock                
  options                                            727                -
 Cash proceeds from stock purchase plan              406                -
 Cash payments to repurchase common               
  stock                                           (2,000)               -
 Net repayments on line of credit                 (2,161)           2,675
 Principal payments on long-term debt               (529)          (1,902)
 Proceeds from issuance of long-term debt            378            2,160
 Distributions                                      (540)          (1,931)
                                            ------------     ------------
    Net cash provided by
     financing activities                         47,329            1,002
                                            ------------     ------------
Effect of exchange rate changes on cash 
  and cash equivalents                                (2)               -
    Elimination of duplicated activity
     from July to December due to 
     subsidiaries' change in fiscal 
     year end (see Note 2)                             -             (855)
                                            ------------     ------------
Net increase in cash and cash 
 equivalents                                      10,037            1,003
Cash and cash equivalents, beginning of                                  
 period                                           13,707            1,804 
                                            ------------     ------------
Cash and cash equivalents, end of period        $ 23,744          $ 2,807
                                            ------------     ------------
 
</TABLE>
  The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
 
THE REGISTRY, INC.                                            
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

                                       `
1.  NATURE OF  BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Nature of Business

     The Registry, Inc. ("TRI" or "the Company") is an information technology
     ("IT") professional services firm providing IT consultants on a contract
     basis to organizations nationwide with complex IT operations in a broad
     range of industries.  As of March 29, 1997, offices are maintained in 18
     states and two European locations.

     Basis of Consolidation

     The accompanying condensed consolidated financial statements include the
     accounts of TRI and America's Registry, Inc.("America's Registry") which,
     prior to January 1, 1996, were owned and controlled by a common sole
     stockholder who serves as an officer of the Company.  Effective January 1,
     1996, TRI, through a wholly-owned subsidiary, acquired all of the
     outstanding shares of common stock of America's Registry and the
     stockholder of America's Registry received an additional 5,333,333 shares
     of the common stock of TRI.  The accompanying financial statements also
     include the accounts of TRI's wholly owned subsidiaries subsequent to their
     acquisition (see Note 3) as well as the accounts of a real estate trust
     which is substantially controlled by the Company, subsequent to the
     renegotiation of certain lease terms on September 19, 1995.  All
     intercompany balances and transactions have been eliminated.  On November
     26 and 27, 1996, the Company completed the acquisitions of Application
     Resources, Inc. ("ARI") and Shamrock Computer Resources, Ltd. ("SCR"),
     respectively (see Note 2).  These transactions have been accounted for as
     poolings-of-interests and, therefore, the accompanying financial statements
     have been retroactively restated to reflect the financial position and
     results of operations and cash flows of the Company, ARI, and SCR for all
     periods presented.

     Interim Financial Statements

     The condensed consolidated balance sheet at March 29, 1997 and condensed
     consolidated statements of operations and of cash flows for the three and
     nine month periods ended March 29, 1997, and March 30, 1996  are unaudited
     and, in the opinion of management, include all adjustments (consisting of
     normal and recurring adjustments) necessary for a fair presentation of
     results for these interim periods.  Certain information and footnote
     disclosures normally included in the Company's annual consolidated
     financial statements have been condensed or omitted.  The results of
     operations for the interim period ended March 29, 1997 are not necessarily
     indicative of the results to be expected for the entire year.  The balance
     sheet at June 29, 1996 contained herein has been derived from the audited
     consolidated financial statements at that date but does not include all of
     the information and footnotes required by generally accepted accounting
     principles for complete financial statements.  These interim condensed
     consolidated financial statements should be read in conjunction with the
     audited consolidated financial statements for the year ended June 29, 1996
     which are contained in the Company's 1996 Annual Report on Form 10-K and
     the Company's Registration Statement on Form S-1 as amended on January 30,
     1997.

     Results of operations for the nine months ended March 29, 1997 and March
     30, 1996 are for  39 weeks and 40 weeks, respectively.

     Reclassifications
     Certain amounts in the prior year financial statements have been
     reclassified to conform to the current period presentation.

     Pro forma income information

     The pro forma information is presented as if the Company's America's
     Registry and SCR subsidiaries, previously S corporations for tax purposes,
     each had been a C corporation subject to federal and state income taxes
     throughout the periods presented.

                                       6
<PAGE>
 
THE REGISTRY, INC.                                            
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

     Pro forma net income per share

     Pro forma net income per share has been computed by dividing  pro forma net
     income by the weighted average number of common shares outstanding and
     common equivalent shares which may be issuable upon exercise of outstanding
     stock options, computed using the treasury stock method.  The weighted
     average number of common and common equivalent shares outstanding also
     includes common shares issuable upon conversion of ARI's preferred stock,
     using the exchange ratio of 0.274428 shares of TRI Common Stock for each
     share of ARI stock.  Pursuant to Securities and Exchange Commission's Staff
     Accounting Bulletin No. 83, stock options granted during the twelve months
     prior to the initial filing of the Registration Statement on Form S-1
     covering the Company's initial public offering have been included in the
     calculation of common equivalent shares using the treasury stock method for
     the three and nine months ended March 30, 1996, as if they were 
     outstanding as of the beginning of the period presented.

     Translation of Foreign Currencies

     The functional currency for the Company's European subsidiary is the local
     currency.  Assets and liabilities are translated into U.S. dollars at
     exchange rates in effect at the balance sheet date.  Income and expense
     items and cash flows are translated at average exchange rates for the
     period.  Cumulative net translation adjustments are included in
     stockholders' equity.  Gains and losses resulting from foreign currency
     transactions, not significant in amount, are included in the results of
     operations as other income (expense).

     Recently Enacted Accounting Standard

     In February, 1997, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standards No. 128, "Earnings per Share"
     ("SFAS 128"). SFAS 128 specifies modifications to the calculation of
     earnings per share from that currently used by the Company. Under SFAS 128,
     "basic earnings per share" will be calculated based upon the weighted
     average number of common shares actually outstanding, and "diluted earnings
     per share" will be calculated based upon the weighted average number of
     common shares, common share equivalents, and other convertible securities
     outstanding. SFAS 128 is effective in the Company's second quarter of
     fiscal 1998 and will be adopted at that time with retroactive restatement
     of all previously reported amounts. Had the Company been following the
     provisions of SFAS 128 historically, the following pro forma amounts would
     have been reported for basic earnings per share:

           THREE MONTHS ENDED                      NINE MONTHS ENDED
       MARCH 29, 1997     MARCH 30, 1996      MARCH 29, 1997     MARCH 30, 1996
        $0.27              $0.12               $0.42              $0.30

     Diluted earnings per share, computed under the provisions of SFAS 128,
     would not have differed materially from the pro forma net income per share
     amounts previously reported by the Company. The adoption of SFAS 128 will
     have no effect on the Company's financial position or cash flows.

2.  ACQUISITION OF SUBSIDIARIES - POOLINGS-OF-INTERESTS

     On November 26, 1996, pursuant to an Agreement and Plan of Merger dated
     October 30, 1996, the Company, through a wholly-owned subsidiary, acquired
     Application Resources, Inc., a California corporation ("ARI"). ARI is an
     information technology consulting firm performing services similar to those
     of the Company.  Pursuant to the agreement, each outstanding share of ARI
     capital stock was converted into the right to receive 0.274428 shares of
     the Company's Common Stock.  The Company also assumed outstanding options
     for the purchase of ARI common stock at the same conversion ratio.
     Immediately prior to the acquisition, there were 5,217,000 shares of ARI
     common stock and options to purchase 794,000 shares of ARI common stock
     outstanding.

     On November 27, 1996, pursuant to an Agreement and Plan of Merger dated
     November 26, 1996, the Company, through a wholly-owned subsidiary, acquired
     Shamrock Computer Resources, Ltd., an Iowa corporation ("SCR").  SCR is an
     information technology consulting firm performing services similar to those
     of the Company.  Pursuant to the agreement, each outstanding share of SCR
     capital stock was converted into the right to receive 136.7695 shares of
     the Company's Common Stock.  Immediately prior to the acquisition, there
     were 7,072 shares of SCR common stock outstanding.  Pursuant to the
     provisions of the Iowa Business Corporation Act (the "IBCA"), a stockholder
     of SCR holding 352 shares of SCR common stock perfected dissenter' rights
     under the IBCA and was paid $2,000,000 in redemption of such shares.

     In total 2,350,774 shares of TRI Common Stock were exchanged for all of the
     outstanding common stock of ARI and SCR.  In addition, outstanding stock
     options to purchase ARI common stock were converted into options to
     purchase 217,895 shares of TRI's Common Stock.  These transactions have
     been accounted for as poolings-of-interests and, therefore, all prior
     period financial statements presented have been restated as if the
     acquisitions took place at the beginning of such periods.

     ARI and SCR previously utilized a December 31 year end.  Upon acquisition,
     ARI and SCR changed their fiscal year end to the last Saturday in June to
     conform to the Company's fiscal year.

                                       7
<PAGE>
 
THE REGISTRY, INC.                                            
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 


3.  ACQUISITION OF SUBSIDIARIES - PURCHASES

     Morris Information Systems, Inc.  On August 16, 1996 the Company, through a
     wholly owned subsidiary, acquired all of the outstanding stock of Morris
     Information Systems, Inc., a Texas corporation ("MIS"), for $2,500,000 in
     cash plus amounts up to an aggregate of $700,000 contingent upon the
     operating results of MIS during the two years following the acquisition.
     In addition, the Company will pay a total of $300,000 over the next two
     years to the former stockholder of MIS in consideration for a consulting
     and noncompetition agreement.  MIS is an information technology consulting
     firm performing services similar to those of the Company.

     Sun-Tek Consultants, Inc.  On November 1, 1996, the Company, through a
     wholly owned subsidiary, acquired all of the outstanding stock of Sun-Tek
     Consultants, Inc., a Florida corporation ("Sun-Tek"),  for $1,900,000 in
     cash.  Sun-Tek is an information technology consulting firm based in
     Orlando, Florida performing services similar to those of the Company.

     Sterling Information Group, Inc.  On November 27, 1996, the Company,
     through a wholly-owned subsidiary, acquired certain assets and liabilities
     of Sterling Information Group, Inc. ("Sterling"), a Texas corporation, for
     cash consideration of $7,500,000, plus amounts up to an aggregate of
     $500,000 contingent upon the operating results and expansion success of
     Sterling over the next seven months. Sterling is an independent
     provider of outsourced software application development based in Austin,
     Texas.

     James Duncan and Associates  On December 24, 1996, the Company, through a
     wholly-owned subsidiary, acquired all of the outstanding share capital of
     AFC Holdings (Guernsey) Limited, a Guernsey trust which holds all of the
     outstanding share capital of James Duncan & Associates ("JDA"), a United
     Kingdom corporation, for $4,162,000, payable in $3,921,000 in cash, 2,736
     shares of the Company's common stock, and a $125,000 payable on or before
     December 24, 1997 in cash or shares of the Company's Common Stock at the
     option of the selling stockholders.  JDA is an information technology
     consulting firm performing services similar to those of the Company.

     Connexus Consulting Group, Inc. On January 24, 1997, the Company through a
     wholly-owned subsidiary, acquired all of the outstanding shares of Connexus
     Consulting Group, Inc. ("Connexus"), a Delaware corporation, for cash
     consideration of $600,000. Connexus is an information technology consulting
     firm based in Andover, Massachusetts performing services similar to those
     of the Company.

     These acquisitions have been accounted for as a purchases and accordingly,
     the purchase prices have been allocated to the assets acquired and
     liabilities assumed based upon their estimated fair values as of the date
     of  their respective acquisitions.  The excess of the consideration paid
     over the estimated fair value of net assets acquired has been recorded as
     goodwill and is being amortized on a straight-line basis over 30 years.

     The pro forma results of operations, assuming that the acquisitions
     occurred at the beginning of the periods ended March 29, 1997 and March 30,
     1996 would not materially differ from TRI's reported results of operations.

4.  LEGAL SETTLEMENT

     In August 1996, ARI received a settlement of $1,625,000 from its insurance
     company for payment of defense costs and certain expenses associated with a
     previous intellectual property 

                                       8
<PAGE>
 
THE REGISTRY, INC.                                            
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 


     rights matter. This amount, net of related expenses, has been included in
     interest and other income in the accompanying consolidated statement of
     operations.

5.  SALE OF COMMON AND PREFERRED STOCK

     On November 19, 1996, ARI sold 55,000 units to an unrelated investor for
     net proceeds of $2,607,000.  Each unit consisted of 3 shares of ARI's
     Series A Preferred Stock and 0.5489 shares of the Company's Common Stock,
     for a total of 165,000 shares of Series A Preferred Stock and 30,187 shares
     of Common Stock.

6.   PUBLIC OFFERING OF COMMON STOCK

     On February 26, 1997, the Company completed a public offering in which
     it sold 1,234,166 shares of Common Stock. The Company received $48.5
     million from the sale of the shares, net of the underwriting discounts and
     expenses associated with the offering. Net proceeds were used to repay all
     outstanding indebtedness under the Company's line of credit.

                                       9
<PAGE>
 
     PART II:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
     RESULTS OF OPERATIONS

     RESULTS OF OPERATIONS:
               The following table summarizes the Company's significant
     operating results as a percentage of revenue for each of the periods
     indicated.
<TABLE>
<CAPTION>
 
                                                 THREE MONTHS ENDED                NINE MONTHS ENDED
                                          MARCH 29, 1997   MARCH 30, 1996   MARCH 29, 1997   MARCH 30, 1996
<S>                                       <C>              <C>              <C>              <C>
Revenue                                            100.0%           100.0%           100.0%           100.0%
Cost of revenue                                     73.1             73.4             72.6             73.4
                                          --------------   --------------   --------------   --------------
Gross profit                                        26.9             26.6             27.4             26.6
Selling, general and administrative                 
 expenses                                           19.5             21.5             22.3             21.3
                                          --------------   --------------   --------------   --------------
Income from operations                               7.4              5.1              5.1              5.3
Interest and other income (expense), net            (0.2)            (1.1)             0.6             (1.0)
                                          --------------   --------------   --------------   --------------
Income before taxes                                  7.2              4.0              5.7              4.3
Income tax provision                                 3.0              2.3              3.0              1.3
                                          --------------   --------------   --------------   --------------
Net income                                           4.2%             1.7%             2.7%             3.0%
                                          --------------   --------------   --------------   --------------
Pro forma information
    Income before taxes                                               4.0%             5.7%             4.3%
    Pro forma income tax provision                                    1.7              3.4              1.9
                                                           --------------   --------------   --------------
    Pro forma net income                                              2.3%             2.3%             2.4%
                                                           --------------   --------------   --------------
</TABLE>

     THREE MONTHS ENDED MARCH 29, 1997 AND MARCH 30, 1996

     Revenue.   Revenue increased 51.0% to $86.5 million for the third quarter
     of fiscal 1997 from $57.3 million in the third quarter of  fiscal 1996.
     This increase was attributable primarily to an increase in revenue from
     professional services and to a lesser extent from additional service
     offerings provided by the Company's practices.  The increase in revenue
     from professional services was primarily due to the growth in sales within
     existing offices, the continued maturation of newer branch offices, and the
     addition of new branches resulting from acquisitions accounted for as
     purchases which were completed in the first nine months of fiscal 1997
     resulting in a greater number of IT consultants placed with the Company's
     clients during the period.  To a lesser extent, the increase in revenue
     resulted from an increase in average hourly billing rates charged for the
     Company's IT consultants.

     Gross Profit. Gross profit increased 52.7% to $23.3 million for the third
     quarter of fiscal 1997 from $15.3 million in the comparable prior period.
     As a percentage of revenue, gross profit increased to 26.9% for the period
     compared to 26.6% for the comparable prior period. The increase in gross
     margin percentage was attributable to increases in the number of higher
     margin specialized practice engagements and the increased utilization of
     staff IT consultants compared with the prior period. This increase was
     mitigated by the addition of the lower margin sales of the Company's
     European subsidiary, James Duncan and Associates, acquired at the end of
     the second quarter of fiscal 1997.

     Selling, General and Administrative Expenses.  Selling, general and
     administrative expenses increased by 36.8% to $16.9 million for the third
     quarter of fiscal 1997 from $12.3 million in the comparable prior period.
     As a percentage of revenue, selling, general and administrative expenses
     decreased to 19.5% from 21.5% for the comparable prior period.  This
     decrease was attributable primarily to the growth in revenue during the
     period in which, other than through acquisition, there was little branch
     expansion.

                                       10
<PAGE>
 
     Interest and Other Income (Expense), Net.  Interest and other income
     (expense), net, decreased 70.1% to $179,000 of expense for the third
     quarter of fiscal 1997 from $ 598,000 in expense for the third quarter of
     fiscal 1996. The  decrease in the expense was a result of lower amounts
     outstanding on the Company's line of credit in the fiscal 1997 quarter as
     amounts outstanding under the Company's line of credit were repaid in full
     in February of 1997 upon receipt of the proceeds from the Company's public
     offering of common  stock.

     NINE MONTHS ENDED MARCH 29, 1997 AND MARCH 30, 1996

          Revenue.  Revenue increased 52.2% to $231.0 million for the first nine
     months of fiscal 1997 from $151.8 million for the first nine months of
     fiscal 1996.  This increase was attributable primarily to an increase in
     revenue from professional services and to a lesser extent from additional
     service offerings provided by the Company's practices.  The increase in
     revenue from professional services was primarily due to the growth of sales
     within existing offices, the continued maturation of newer branch offices,
     and the addition of new branches resulting from acquisitions accounted for
     as purchases which were completed during the first nine months of fiscal
     1997 resulting in a greater number of IT consultants placed with the
     Company's clients during the period.  To a lesser extent, the increase in
     revenue resulted from an increase in average hourly billing rates charged
     for the Company's IT consultants.

          Gross Profit. Gross profit increased 56.9% to $63.4 million for the
     first nine months of fiscal 1997 from $40.4 million in the first nine
     months of fiscal 1996. As a percentage of revenue, gross profit increased
     to 27.4% in the first nine months of fiscal 1997 compared to 26.6% in the
     first nine months of fiscal 1996. The increase was attributable primarily
     to increases in the number of relatively higher margin projects and
     specialized practice engagements and increased utilization of the salaried
     consultants as compared with the prior period. This increase was mitigated
     slightly by the addition of the relatively lower margin sales of the
     Company's European subsidiary, James Duncan and Associates, at the end of
     the second quarter of fiscal 1997.

          Selling, General and Administrative Expenses.  Selling, general and
     administrative expenses increased by 59.8% to $51.6  million in the first
     nine months of fiscal 1997 from $32.3 million in the first nine months of
     fiscal 1996.  As a percentage of revenue, selling , general and
     administrative expenses increased to 22.4%  in the first nine months of
     fiscal 1997 from 21.3% in the first nine months of fiscal 1996.  This
     increase was attributable to one-time nonrecurring transaction and
     integration costs of $5.1 million  incurred during the first nine months of
     fiscal 1997 associated with the two acquisitions accounted for as poolings-
     of-interests.  Excluding these non-recurring charges, selling, general and
     administrative expenses decreased to 20.0% of revenue.  This decrease was
     attributable primarily to growth in revenue during the period in which,
     other than through acquisition, there was little branch expansion.

          Interest and Other Income(Expense), Net. Interest and other income
     (expense), net, increased by $2.9 million to $1.4 million of income for the
     first nine months of fiscal 1997 from $1.5 million of expense for the first
     nine months of fiscal 1996.  This increase is attributable to the receipt
     by ARI of  approximately $1.5 million in net proceeds from the settlement
     of certain litigation  during the first  nine months of fiscal 1997.  In
     addition, amounts understanding under the Company's line of credit were
     reduced upon receipt of the proceeds from the Company's initial public
     offering in June of 1996 and from the Company's second public offering in
     February of 1997.  During the first nine months of fiscal 1996, the Company
     incurred interest expense on amounts outstanding under the Company's line
     of credit and other debt facilities.

                                       11
<PAGE>
 
     LIQUIDITY AND CAPITAL RESOURCES

          On February 26, 1997, the Company completed a public offering in which
     it sold 1,234,166 shares of Common Stock. The Company received $48.5
     million from the sale of the shares, net of the underwriting discount and
     expenses associated with the offering. Net proceeds were used to repay all
     outstanding indebtedness under the Company's credit facility, approximately
     $18.2 million. Approximately $2.5 million is intended to finance the
     continuing upgrade of the Company's IT infrastructure. The Company intends
     to use the remaining net proceeds for working capital and general corporate
     purposes. A portion of the net proceeds may also be used for acquisitions
     of businesses that are complementary to that of the Company.

          As of February 29, 1996, the Company entered into a $25 million
     revolving advance facility with BY Financial Corporation (the "Line of
     Credit"). This facility allows the Company to borrow the lesser of $25
     million or 85% of eligible receivables. The Line of Credit is secured by
     all of the Company's assets and contains certain restrictive covenants,
     including limitations on amounts of loans the Company may extend to
     officers and employees, the incurrence of additional debt and the payment
     of dividends on the Company's common or preferred stock. Additionally, the
     agreement requires the maintenance of certain financial ratios, including
     minimum tangible net worth and a limit on the ratio of total liabilities to
     total tangible net worth. The Company was on March 29, 1997 and is
     currently in compliance with these financial covenants.

          As of March 29, 1997, there was no amount outstanding under the Line
     of Credit with availability of $25 million. The Line of Credit bears an
     interest rate of LIBOR plus 2.5% or the Bank of New York alternate base
     rate plus 0.5% at the Company's option. In addition, at March 29, 1997, the
     Company had invested $11.6 million in tax-exempt and U.S. Government agency
     securities at various interest rates.

          The Company had negative cash flows from operations of $6.1 million
     for the nine months ended March 29, 1997.  The negative operating cash
     flows during this period reflected an increase in net accounts receivable
     during the period in which significant revenue growth occurred.  The
     Company's operating cash flows and working capital requirements are
     significantly affected by the timing of the payment of payroll and the
     receipt of payment from the customer.  The Company pays its employees on
     either a weekly or bi-weekly basis.  Clients are generally invoiced for
     services either at the end of the applicable pay period or on a monthly
     basis.  Additionally cash flows from operations were impacted by
     fluctuations in accrual and payable balances between the periods and
     changes in deferred taxes in the period.

          The Company had negative cash flows from investing activities of $31.2
     million for the nine months ended March 29, 1997. The primary use of cash
     for investing activities in the nine months ended March 29, 1997 was $16.2
     million for acquisitions completed in this period and the investment of
     $11.6 million in marketable securities in the last month of the period
     related to the receipt of proceeds from the common stock offering. Capital
     expenditures totaled $3.4 million for the nine months ended March 29, 1997
     and were related primarily to the upgrade of the Company's IT infra
     structure.

            The Company had cash provided by financing activities of $47.3
     million for the nine months ended March 29, 1997.  Historically , the
     Company has funded its capital requirements with borrowings against its
     Line of Credit and term loans with a leasing company.  In June 1996, the
     Company completed its initial public offering for the sale of  2,230,000
     shares of Common Stock 

                                       12
<PAGE>
 
     from which it received $34.5 million in proceeds, net of the underwriting
     discounts and expenses associated with the offering. Net proceeds were used
     to repay all outstanding indebtedness under the Company's Line of Credit
     and certain term loans. In February, 1997, the Company completed a public
     offering for the sale of 1,234,166 shares of Common Stock for which it
     received $48.5 million in proceeds, net of the underwriting discounts and
     expenses associated with the offering. In November of 1996, an additional
     $2.6 million in proceeds from the sale of ARI stock was received. Proceeds
     from these offerings were used to repay amounts outstanding under the
     Company's line of credit and to fund acquisitions made and working capital
     requirements.

          The Company anticipates that its primary uses of working capital in
     future periods will be for funding growth, either through acquisitions, the
     internal development of existing branch offices or the development of new
     branch offices and new service offerings.  The Company also anticipates
     making approximately $2.5 million in capital expenditures in the next
     twelve months principally to upgrade its computer system.  In connection
     with certain of its acquisitions, the Company may be obligated to make
     certain contingent payments during the next several years.    The Company
     does not believe that such payments would have a material impact on the
     Company's liquidity, results of operations or capital requirements.  The
     Company's principal capital requirement is working capital to support the
     accounts receivable associated with its revenue growth.  The Company
     believes that the proceeds from the recent public offering of stock,
     together with cash flow from operations and borrowings under the Line of
     Credit, will be sufficient to meet the Company's presently anticipated
     working capital needs for at least the next 12 months

     RECENT ACQUISITIONS

          Since its initial public offering in June 1996, the Company has
     completed seven acquisitions. Six of the acquired companies - Morris
     Information Systems, Inc. ("MIS"), based in Houston, Texas; Sun-Tek
     Consultants, Inc. ("Sun-Tek"), based in Orlando, Florida; Application
     Resources, Inc. ("ARI"), based in San Francisco, California; Shamrock
     Computer Resources, Ltd. ("SCR"), based in Bloomington, Minnesota; James
     Duncan & Associates ("JDA"), based in Royal Tunbridge Wells, England, and
     Connexus Consulting Group, Inc. ("Connexus"), based in Andover,
     Massachusetts - provide information technology consulting services similar
     to those that the Company currently provides. One of the acquisitions -
     Sterling Information Group, Inc. ("Sterling"), based in Austin, Texas - is
     an independent provider of outsourced software application development
     services.

     The ARI and SCR acquisitions, in which an aggregate of 2,350,774 shares of
     Common Stock were issued, and $2.0 million in cash was used to repurchase
     shares of capital stock from a stockholder of SCR who exercised dissenter's
     rights, have been accounted for as poolings-of-interests.  Accordingly, the
     Company's financial statements have been restated to reflect those
     acquisitions on a historical basis.

     In connection with the ARI and SCR transactions, the Company has incurred
     transaction and integration costs of $5.1 million during the nine months
     ended March 29, 1997.  In addition to these non-recurring charges, the
     Company will incur additional expenses over the remainder of fiscal 1997 to
     complete the integrations.

     In connection with the MIS, Sun-Tek, Sterling , JDA and Connexus
     acquisitions, the Company paid an aggregate of $16.4 million in cash,
     issued 2,736 shares of Common Stock and agreed to pay $125,000 in deferred
     consideration.  In addition, the Company may become obligated to pay up to
     $1.2 million in contingent cash consideration.  These acquisitions have
     been accounted for as purchases, and accordingly the purchase price has
     been allocated to the assets acquired and 

                                       13
<PAGE>
 
     liabilities assumed based upon their estimated fair values as of the
     respective dates of acquisition. The excess of the consideration paid over
     the estimated fair value of net assets acquired has been recorded as
     goodwill. The results of operations for these acquisitions have been
     included in the Company's results from the respective dates of acquisition.

     RECENTLY ENACTED ACCOUNTING STANDARD

     In February, 1997, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standards No. 128, "Earnings per Share"
     ("SFAS 128"). SFAS 128 specifies modifications to the calculation of
     earnings per share from that currently used by the Company. Under SFAS 128,
     "basic earnings per share" will be calculated based upon the weighted
     average number of common shares actually outstanding, and "diluted earnings
     per share" will be calculated based upon the weighted average number of
     common shares, common share equivalents, and other convertible securities
     outstanding. SFAS 128 is effective in the Company's second quarter of
     fiscal 1998 and will be adopted at that time with retroactive restatement
     of all previously reported amounts. Had the Company been following the
     provisions of SFAS 128 historically, the following pro forma amounts would
     have been reported for basic earnings per share:

           THREE MONTHS ENDED                      NINE MONTHS ENDED
    MARCH 29, 1997     MARCH 30, 1996      MARCH 29, 1997     MARCH 30, 1996
        $0.27              $0.12               $0.42              $0.30

     Diluted earnings per share, computed under the provisions of SFAS 128,
     would not have differed materially from the pro forma net income per share
     amounts previously reported by the Company. The adoption of SFAS 128 will
     have no effect on the Company's financial position or cash flows.

     CERTAIN FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     The foregoing forward-looking statements involve risks and uncertainties.
     The Company's actual performance and results may differ materially due to
     many important factors, including, but not limited to, the Company's
     dependence on the availability of qualified IT consultants, its ability to
     sustain and manage growth, the risks associated with acquisitions, its
     dependence on key clients, risks associated with international operations,
     its dependence on key personnel, the relatively short history of
     profitability,  the impact of the government regulation of immigration,
     fluctuations in operating results due in part to the opening of new branch
     offices, general economic conditions, employment liability risks, and the
     like.  For additional and more comprehensive discussion of the risks
     associated with ownership of Common Stock of the Company, please see the
     Risk Factors section of the Company's Annual Report on Form 10-K and the
     Company's Registration Statement on Form S-1.  As a result of these and
     other factors, there can be no assurance that the Company will not
     experience material fluctuations in future operating results on a quarterly
     or annual basis.


     PART II.   OTHER INFORMATION

     Item 1 - Legal Proceedings
     Not applicable

     Item 2 - Change in Securities
     Not applicable

     Item 3 - Defaults Upon Senior Securities
     Not applicable

     Item 4 - Submission of Matters to a Vote of  Security Holders
     Not applicable.

     Item 6 - Exhibits and Reports on Form 8-K

     a.  See Exhibit Index, Page 15
     b.  Reports on Form  8-K
         Reports on Form 8-K related to the Company's acquisitions were filed
         on December 10, 1996, January 6, 1997 and February 7, 1997 and are
         incorporated herein by reference.


                                   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 REGISTRY, INC.
                                    (Registrant)

                                       14
<PAGE>
 
     Date:   May 12, 1997        By:     /s/ G. Drew Conway             
                                     --------------------------              
                                     G. Drew Conway, President and
                                     Chief Executive Officer
                                     (Principal Executive Officer)
 
     Date:   May 12, 1997        By:     /s/ Robert E. Foley
                                     ---------------------------
                                     Robert E. Foley, Chief Financial
                                     Officer
                                     (Principal Financial and
                                     Accounting Officer)

                                       15
<PAGE>
 
                               THE REGISTRY, INC.
                                 EXHIBIT INDEX
 
Exhibit                                                   Page
 
27              Financial Data Schedule
 

                                       16