UNITED STATES
                       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 November 28, 1998

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from___________________________________ to
___________________________________


Commission File Number:  0-15817


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

               Delaware                                      11-2849283
           (State or other jurisdiction of                (I.R.S. Employer
           incorporation or organization)                 Identification No.)

                    One Whitehall Street, New York, NY 10004
          (Address of principal executive offices, including zip code)

                                 (212) 376-0300
              (Registrant's telephone number, including area code)













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 .



The number of  outstanding  shares of Common  Stock as of December  31, 1998 was
46,400,010.


<PAGE>


                             THE TOPPS COMPANY, INC.




--------------------------------------------------------------------------------
                         PART I - FINANCIAL INFORMATION
--------------------------------------------------------------------------------


ITEM 1.  FINANCIAL STATEMENTS
 
 
                         Index                                             Page

     Condensed Consolidated Balance Sheets as of
       November 28, 1998 and February 28, 1998                               3

     Condensed Consolidated Statements of Operations
       for the thirteen and thirty-nine weeks ended
       November 28, 1998 and November 29, 1997                               4
      
     Condensed Consolidated Statements of Comprehensive
       Income for the thirteen and thirty-nine weeks ended
       November 28, 1998 and November 29, 1997                               5

     Condensed Consolidated Statements of Cash Flows
       for the thirty-nine weeks ended November 28, 1998
       and November 29, 1997                                                 6

     Notes to Condensed Consolidated Financial Statements                    7


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS                        9




--------------------------------------------------------------------------------
                           PART II - OTHER INFORMATION
--------------------------------------------------------------------------------


ITEM 1.  LEGAL PROCEEDINGS                                                   13


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                    13



The condensed consolidated financial statements for the thirteen and thirty-nine
weeks ended  November 28, 1998 included  herein have been reviewed by Deloitte &
Touche LLP,  independent  public  accountants,  in accordance  with  established
professional standards for such a review. The report of Deloitte & Touche LLP is
included on page 8.






                                        2
<PAGE>
                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>

                                                  (Unaudited)
                                                   November           February
                                                   28, 1998           28, 1998
                                                    (amounts in thousands
                                                     except share data)
     <S>                                            <C>                <C>
     ASSETS
     CURRENT ASSETS:
      Cash and cash equivalents                    $ 44,138           $ 22,153
      Accounts receivable - net                      34,802             49,727
      Inventories                                    15,666             16,613
      Income tax receivable                             537              6,829
      Deferred tax assets                               412              2,792
      Prepaid expenses and other current assets       3,548              3,821
                                                     ------            -------
         TOTAL CURRENT ASSETS                        99,103            101,935

     PROPERTY, PLANT, & EQUIPMENT                    13,144             14,551
      Less:  accumulated depreciation                 5,458              4,403
                                                     ------             ------       
         NET PROPERTY, PLANT & EQUIPMENT              7,686             10,148

     INTANGIBLE ASSETS, net of accumulated
         amortization of $40,039 and $38,075         60,862             62,825
     OTHER ASSETS                                     3,187              3,498
                                                    -------            -------
         TOTAL ASSETS                              $170,838           $178,406

     LIABILITIES AND STOCKHOLDERS' EQUITY
     CURRENT LIABILITIES:
      Accounts payable                             $ 13,141           $ 27,752
      Accrued expenses and other liabilities         50,094             43,714
      Current portion of long-term debt              10,000              8,333
      Income taxes payable                            1,777              1,165
                                                     ------             ------  
         TOTAL CURRENT LIABILITIES                   75,012             80,964

     LONG-TERM DEBT, less current portion             8,283             22,617
     DEFERRED INCOME TAXES                            6,913              6,864
     OTHER LIABILITIES                                7,132              6,352
                                                     ------            -------  
         TOTAL LIABILITIES                           97,340            116,797

     STOCKHOLDERS' EQUITY:
      Preferred stock, par value $.01 per share 
        authorized 10,000,000 shares, none issued
      Common stock, par value $.01 per share, 
        authorized 100,000,000 shares; 
        issued 47,502,510 shares,
        less 1,102,500 shares in Treasury Stock         475                475
     Additional paid-in capital                      16,812             16,812
     Treasury stock, 1,102,500 shares                (8,881)            (8,881)
     Retained earnings                               65,847             54,204
     Cumulative foreign currency adjustment            (755)            (1,001)
                                                     ------             ------ 
      TOTAL STOCKHOLDERS' EQUITY                     73,498             61,609
      TOTAL LIABILITIES AND STOCKHOLDERS'
         EQUITY                                    $170,838           $178,406  
</TABLE>

See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.

                                        3

<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>

                                                                          (Unaudited)
                                                      Thirteen weeks ended           Thirty-nine weeks ended
                                                     November       November        November          November
                                                     28, 1998       29, 1997        28, 1998          29, 1997      
                                                             (amounts in thousands, except share data)

<S>                                                 <C>            <C>             <C>               <C>
Net sales                                           $  67,647      $  54,173       $ 178,842         $ 169,468

Cost of sales                                          41,102         42,524         105,313           117,731
                                                       ------         ------         -------           -------      
      Gross profit on sales                            26,545         11,649          73,529            51,737

Royalties and other income (expense)                     (138)           (73)            (66)              537 
                                                       ------         ------          ------            ------     
                                                       26,407         11,576          73,463            52,274

Selling, general and administrative expenses           19,210         21,581          56,380            63,202

Gain on disposition of assets                              -              -            3,876                -
                                                       ------         ------          ------            ------     
     Income (loss) from operations                      7,197        (10,005)         20,959           (10,928)

Interest income (expense), net                             60           (423)           (531)           (1,180)
                                                       ------         ------          ------            ------
Income (loss) before provision (benefit) for  
    income taxes                                        7,257        (10,428)         20,428           (12,108)
                                                                                
Provision (benefit) for income taxes                    3,123         (1,890)          8,785            (2,629)
                                                       ------         ------          ------            ------ 
                  Net income (loss)                 $   4,134      $  (8,538)      $  11,643         $  (9,479)



Basic & diluted net income (loss) per share            $ 0.09        $ (0.18)         $ 0.25           $ (0.20)
 


Weighted average shares outstanding - Basic        46,400,010     46,400,010      46,400,010        46,428,398
Weighted average shares outstanding - Diluted      46,737,267     46,400,010      46,717,110        46,428,398

</TABLE>






See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.

                                        4
<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                              COMPREHENSIVE INCOME


<TABLE>

                                                                (Unaudited)                 (Unaudited)
                                                           Thirteen weeks ended       Thirty-nine weeks ended
                                                        November        November      November       November
                                                        28, 1998        29, 1997      28, 1998       29, 1997
                                                                  (amounts in thousands)

       <S>                                            <C>              <C>           <C>            <C>

     Net income (loss)                                $  4,134         $ (8,538)     $  11,643      $ (9,479)

     Currency translation adjustment                      (106)            (151)           246          (979)
                                                         -----            -----          -----         ----- 
     Comprehensive income (loss)                      $  4,028         $ (8,689)     $  11,889       (10,458)

</TABLE>



 

























 



See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.

                                        5
<PAGE>

                      TOPPS COMPANY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>

                                                              (Unaudited)
                                                         Thirty-nine weeks ended
                                                         November       November
                                                         28, 1998       29, 1997
                                                         (amounts in thousands)
<S>                                                       <C>          <C>
Cash provided by operations:
 Net income (loss)                                        $ 11,643     $ (9,479)
 Add (subtract) non-cash items included in net income:
   Depreciation and amortization                             3,472        3,203
   Deferred income taxes                                     2,430        4,064
   Gain on dispostion of property, plant and equipment      (3,876)          -

   Change in assets and liabilities:
     Receivables                                            14,925       18,087
     Inventories                                               947          456
     Income tax receivable                                   6,293       (5,625)
     Prepaid expenses and other current assets                 269        1,996
     Payables and other current liabilities                 (7,618)     (10,955)
     Other                                                     892         (445)
                                                            ------       ------
      Cash provided by operations                           29,377        1,302

Cash provided by (used by) investing activities:
 Proceeds from disposition of property, plant and equipment  5,562           -
 Additions to property, plant and equipment                   (287)      (1,662)
                                                             -----        -----    
      Cash provided by (used by) investing activities        5,275       (1,662)
       
Cash provided by (used by) financing activities:
 Proceeds from borrowing                                        -         6,000
 Reduction of debt                                         (12,667)      (7,500) 
 Purchase of treasury stock                                     -          (522)
                                                            ------        -----     
                                                                                                          
      Cash (used by) financing activities                  (12,667)      (2,022) 

Net increase (decrease) in cash and cash equivalents        21,985       (2,382)
Cash and cash equivalents at beginning of year              22,153       24,199
                                                            ------       ------
Cash and cash equivalents at end of quarter                $44,138      $21,817



Interest paid                                              $ 1,768      $ 2,052
Income taxes paid                                          $ 5,669      $ 3,227

</TABLE>


See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report. 

                                       6
<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     THIRTEEN WEEKS ENDED NOVEMBER 28, 1998


1.       Basis of Presentation

          The accompanying  unaudited condensed interim  consolidated  financial
          statements  have  been  prepared  by  The  Topps  Company,   Inc.  and
          subsidiaries (the "Company")  pursuant to the rules and regulations of
          the  Securities  and  Exchange  Commission  and in the  opinion of the
          Company's  management,  contain all  adjustments  (consisting  of only
          normal recurring  adjustments) necessary to present fairly the results
          of the  Company's  financial  position as of November 28, 1998 and the
          results of its  operations  and its cash flows for the thirteen  weeks
          and  thirty-nine  weeks ended November 28, 1998 and November 29, 1997,
          respectively. These statements do not include all information required
          by generally accepted  accounting  principles to be included in a full
          set of financial statements. Operating results for the interim periods
          are not necessarily indicative of the results that may be expected for
          the year ending  February 27, 1999. For further  information  refer to
          the  consolidated  financial  statements  and  notes  thereto  in  the
          Company's annual report for the year ended February 28, 1998.


2.       Quarterly Comparison

          Management believes that  quarter-to-quarter  comparisons of sales and
          operating  results are affected by a number of factors,  including the
          timing of product introductions and variations in shipping and factory
          scheduling  requirements.  Thus, annual sales and earnings amounts are
          unlikely to consist of equal quarterly portions.

3.       Inventories

<TABLE>
                                                        (Unaudited)
                                                         November      February
                                                         28, 1998      28, 1998
                                                        (amounts in thousands)
<S>                                                      <C>           <C>
         Raw materials                                   $   275       $ 1,794
         Work in process                                   3,334         1,619
         Finished products                                12,057        13,200                            
                                                          ------        ------  
         Total                                           $15,666       $16,613



</TABLE>





 








                                        7

<PAGE>



INDEPENDENT AUDITORS' REPORT



Board of Directors and Stockholders
The Topps Company, Inc.


We have made a review of the accompanying  condensed  consolidated balance sheet
of The Topps Company,  Inc. and subsidiaries  (the "Company") as of November 28,
1998 and the related  condensed  consolidated  statements of operations and cash
flows for the thirteen and thirty-nine  week periods ended November 28, 1998 and
November 29, 1997, in accordance with the standards  established by the American
Institute of Certified Public Accountants.

A review of interim financial  information  consists principally of obtaining an
understanding   of  the  system  for  the   preparation  of  interim   financial
information,  applying  analytical  procedures to financial  data, and of making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially less in scope than an audit conducted in accordance with generally
accepted  auditing  standards,  the  objective of which is the  expression of an
opinion regarding the financial statements taken as a whole. Accordingly,  we do
not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance  sheet of the Company as of February  28,
1998,  and the related  consolidated  statements  of  operations,  stockholders'
equity,  and cash flows for the year then ended (not presented  herein),  and in
our report  dated  April 3, 1998 (May 11,  1998 as to Note 9), we  expressed  an
unqualified opinion on those consolidated financial statements.  In our opinion,
the information set forth in the  accompanying  condensed  consolidated  balance
sheet as of February 28, 1998 is fairly  stated,  in all material  respects,  in
relation to the consolidated balance sheet from which it has been derived.




DELOITTE & TOUCHE LLP



December 22, 1998
New York, New York





                                        8

<PAGE>
                      Management's Discussion and Analysis
                of Financial Condition and Results of Operations


Three  Months  Ended  November  28,1998  Compared  with the Three  Months  Ended
November 29, 1997

Net sales for the third quarter of fiscal 1999 increased  24.9%,  to $67,647,000
from $54,173,000 for the same period last year. Net sales of collectible picture
products  were up over last year as a result of  higher  sales of  football  and
baseball card  products,  the benefits  associated  with Topps return to the NHL
hockey card market and the launch of WCW wrestling  cards.  These increases were
partially offset by the decrease in basketball card sales resulting from the NBA
labor dispute.  Despite the recent settlement,  it is still anticipated that the
NBA labor  dispute  will have a more  significant  impact on fourth  quarter net
sales than on third  quarter  net  sales.  Confectionery  sales also  increased,
driven by two new  lollipop  products,  Baby  Bottle  Pop and Flip  Pop,  strong
domestic performance by the Company's core lollipop products and the roll out of
Push Pop in Brazil.

Gross profit as a percentage  of net sales for the third  quarter of fiscal 1999
increased  to 39.2% as compared  with 21.5% for the same period last year.  This
margin  improvement  was the result of favorable  product costs both in the U.S.
and internationally.  U.S. product costs benefited this year from the absence of
a payment made last year to Hershey Foods  Corporation  in  connection  with the
outsourcing of Bazooka, lower prices from vendors,  favorable exchange rates and
improved manufacturing performance.  Outside of the U.S., cost improvements were
the result of a number of factors,  including  reduced returns and close-outs as
well as lower freight and duty expenses.

The  decrease  in  royalties  and  other  income  (expense)  from  $(73,000)  to
$(138,000)  in the third  quarter of fiscal 1999,  was primarily the result of a
write-off of computer-related software.

Selling, general and administrative expenses decreased to $19,210,000,  or 28.4%
of net sales in the third quarter of fiscal 1999, from  $21,581,000,  or 39.8% a
year ago.  This  decrease was  primarily the result of this year's higher sales,
the absence this year of a one-time  severance charge taken in the third quarter
of fiscal 1998,  lower  outbound  freight costs and reduced  headcount and other
overhead expenses.

The increase in interest income  (expense),  net to $60,000 in the third quarter
of fiscal 1999 from $(423,000) last year was  attributable to a reduction in the
Company's outstanding term loan and an increase in cash.

In the third quarter of fiscal 1999, the Company  recorded an effective tax rate
on earnings of 43.0%  versus an  effective  rate of 18.1% on losses in the third
quarter a year ago. The less  favorable tax rate last year was the result of the
Company's inability to recognize tax benefits on certain foreign losses.

Net income for the third  quarter of fiscal  1999 was  $4,134,000,  or $0.09 per
share, as compared with a net loss of  $(8,538,000),  or $(0.18) per share,  for
the same period last year.

                                       9

<PAGE>

Nine Months Ended November  28,1998 Compared with the Nine Months Ended November
29, 1997

Net  sales  for the  first  nine  months  of  fiscal  1999  increased  5.5%,  to
$178,842,000  from  $169,468,000  for the same  period  last year.  Net sales of
confectionery  products  increased versus the first nine months of last year due
to the roll out of Push Pop in Brazil,  the  introduction of Baby Bottle Pop and
Flip Pop and growth of core  lollipops in the U.S.  and Canada.  Sales of sports
card  products  were also higher for the  nine-month  period  driven by stronger
sales of baseball and  football  products  and the  Company's  return to the NHL
hockey card market.

Gross  profit as a  percentage  of net sales for the first nine months of fiscal
1999  increased  to 41.1% as compared  with 30.5% for the same period last year.
The margin  improvement  was the result of lower  product costs (which last year
included a payment in connection with the outsourcing of Bazooka), lower royalty
payments  due  to  an  increase  in  the   percentage  of  non   royalty-bearing
confectionery  sales and the absence of a Brazilian minimum guarantee  shortfall
recorded  last year.  Lower  obsolescence  and  product  development  costs also
contributed  favorably to gross profit  margins in the first nine months of this
year.

The decrease in royalties and other income  (expense) from $537,000 to $(66,000)
in the first nine  months of fiscal 1999 was largely the result of the impact of
foreign  exchange  translation  losses in Mexico and Brazil and a  write-off  of
computer-related software.

Selling, general and administrative expenses for the first nine months of fiscal
1999 decreased to $56,380,000 or 31.5% of sales,  from  $63,202,000 or 37.3% for
the same  period a year ago.  This  decrease  was the  result  of a  variety  of
factors,  including higher fiscal 1999 sales, the absence this year of severance
charges and costs related to the closure of three European offices,  a reduction
in domestic marketing expenses previously required by one of the Company's sport
licenses  and  actions  taken by the  Company  at the end of last year to reduce
headcount and overhead expenses.

Pre-tax income from operations of $20,428,000 in the first nine months of fiscal
1999  includes  a  gain  of  $3,876,000  from  sales  of  the  Company's  former
manufacturing  plant in Cork,  Ireland and equipment from both the Cork, Ireland
and Duryea, Pennsylvania facilities.

The difference in interest  income  (expense),  net from  $(1,180,000) in fiscal
1998 to $(531,000)  this year was  attributable  to a reduction in the Company's
outstanding term loan and an increase in cash.

In the first nine months of fiscal 1999,  the Company  recorded an effective tax
rate on earnings of 43.0% versus an  effective  tax rate on losses of 21.7% last
year.  The less  favorable  tax rate last year was the  result of the  Company's
inability to recognize tax benefits on certain foreign losses.

Net income for the first nine  months of fiscal 1999 was  $11,643,000,  or $0.25
per share, as compared with a loss of $(9,479,000), or $(0.20) per share for the
same period last year.


Liquidity and Capital Resources

In July 1995,  the Company  entered into a $65 million  credit  agreement with a
syndicate of eight banks in order to finance the  acquisition  of Topps  Europe,

                                       10

<PAGE>

Ltd., formerly known as Merlin Publishing, Ltd. ("Topps Europe"), and to provide
for  working  capital  and  letter of credit  needs.  In May 1998,  the  Company
refinanced  this facility with Chase  Manhattan  Bank. The new credit  agreement
includes a term loan in the aggregate  amount of $24,950,000  (which was used to
repay the prior loan) and a  $9,450,000  facility to cover  letter of credit and
revolver needs.  The facility  expires on July 6, 2000. This credit agreement is
secured by a pledge of the Company's domestic trademarks and 65% of the stock of
Topps  Europe.  Beginning  June  1998,  interest  rates  on $10  million  of the
outstanding  principal  of the loan  are  fixed  for one year as a result  of an
interest  rate swap and are,  therefore,  a function  of  interest  rates at the
commencement  of the swap  transaction.  Interest  rates on the  balance  of the
outstanding loan are variable and a function of short-term  indices.  The credit
agreement contains  restrictions and prohibitions of a nature generally found in
loan  agreements of this type and requires the Company,  among other things,  to
comply with certain financial covenants, limits the Company's ability to sell or
acquire assets or borrow additional money and prohibits the payment of dividends
and the repurchase of stock.

As of November 28, 1998, the Company had $44,138,000 in cash, and $18,283,000 in
debt under the term loan.

For the first nine months of fiscal 1999, the Company's net increase  (decrease)
in cash  and  cash  equivalents  was  $21,985,000  versus  $(2,382,000)  for the
comparable  period last year.  Cash  provided by  operations  for the first nine
months of this year was $29,377,000 versus $1,302,000 last year,  primarily as a
result of higher  net income  and an income  tax  refund  received  in the first
quarter of this year.  Cash provided by investing  activities this year reflects
$5,562,000  in proceeds  from sales of the plant in Cork,  Ireland and equipment
from  both the Cork,  Ireland  and  Duryea,  Pennsylvania  plants.  Cash used by
financing  activities  reflects debt payments of  $12,667,000  in the first nine
months of this year versus debt payments net of  borrowings  of  $1,500,000  and
share repurchases of $522,000 in the comparable period last year.

Management believes that, in light of the Company's borrowing capacity,  cash on
hand as of November 28, 1998 and expected cash flow from operations, the Company
has adequate means to meet its working capital,  capital  expenditure,  interest
and principal repayment requirements for the foreseeable future.


Year 2000

The Year 2000 issue is the result of computer  programs using only two digits to
identify a year in the date field. If not corrected,  many systems could fail or
create  erroneous  results on January 1, 2000 by reading  the date as January 1,
1900.  Failure  to  fix  this  problem  could  result  in  systems  failures  or
miscalculations leading to disruption in the Company's operations.

The Company began work on Year 2000 issues in 1996. As of November 28, 1998, all
of the Company's  mainframe  programs have been reviewed for  compliance.  Where
necessary, programs are being fixed, tested and put into production. The Company
is also in the  process of  addressing  the needs of all other  systems  such as
personal  computers,  customer and vendor systems,  telephone  systems and other
electronic hardware.

                                       11

<PAGE>

Year 2000 compliance costs have not and are not expected to significantly affect
the financial condition or results of operations of the Company.

The Company  expects that its essential  systems and business  functions will be
Year 2000 compliant in all material  respects in a timely  manner.  It is in the
process of determining whether there are any risks with regards to the Year 2000
status of key vendors and  customers,  and will  attempt to develop  contingency
plans for dealing with these risks, if necessary.


Cautionary Statements

In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform Act of 1995 (the "Reform Act"),  the Company is hereby filing
cautionary  statements  identifying  important  factors  that could cause actual
results  to  differ  materially  from  those  projected  in any  forward-looking
statements  of the Company made by or on behalf of the Company,  whether oral or
written.  Among the factors  that could cause the  Company's  actual  results to
differ  materially from those indicated in any such forward  statements are: (i)
the failure of certain of the Company's principal products,  particularly sports
cards,  lollipops and sticker and album  collections,  to achieve expected sales
levels;  (ii)  weakness  in sales of  basketball  products  due to the NBA labor
dispute;  (iii) the Company's  inability to continue to maintain sales generated
from new product introductions;  (iv) quarterly fluctuations in results; (v) the
Company's loss of important licensing  arrangements;  (vi) the Company's loss of
important supply arrangements with third parties; (vii) the effect of changes in
trade terms with certain of the  Company's key  customers;  (viii) the Company's
inability  to  comply  with the  financial  covenants  contained  in its  credit
facility;  (ix) further  prolonged and material  contraction in the trading card
industry;  (x)  excessive  returns of the  Company's  products;  (xi) an adverse
outcome in the Rodriguez Action (See "Part II - Other Information. Item 1. Legal
Proceedings");  as  well  as  other  risks  detailed  from  time  to time in the
Company's  reports and  registration  statements  filed with the  Securities and
Exchange Commission.



                                       12


<PAGE>

                             THE TOPPS COMPANY, INC.

                                     PART II

                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

In August  1996,  the  Company was named a  defendant  in a class  action in the
United  States  District  Court for the Eastern  District  of New York  entitled
Sullivan et al. v. The Topps  Company,  Inc.,  No.  CV-96-3779  (E.D.N.Y.)  (the
"Sullivan  Action").  On August 21, 1997, the court entered a judgment  granting
the Company's motion to dismiss the complaint with prejudice. On April 28, 1998,
the court entered an order denying  plaintiffs' motion to alter, amend or vacate
the judgment,  and for leave to file an amended  complaint.  Plaintiffs filed an
appeal of both orders on June 10,  1998,  but  withdrew  that appeal in October,
1998.  Plaintiffs' time to revive the appeal has since expired, and the judgment
dismissing the complaint is now final.

On November 19, 1998, the Company was named a defendant in a class action in the
United States  District Court for the Southern  District of California  entitled
Rodriguez v. The Topps Company,  Inc., No. 98-CV-2121 (BTM) JAH (S.D. Cal.) (the
"Rodriguez Action").  The Rodriguez Action alleged, among other things, that the
Company violated the federal Racketeer Influenced and Corrupt  Organizations Act
by its practice of selling sports and entertainment cards with randomly-inserted
"insert" cards,  in violation of state and federal  anti-gambling  statutes,  as
well as The  California  Business and  Professions  Code.  The Rodriguez  Action
contains allegations similar to those in the dismissed Sullivan Action, and each
of the  Company's  principal  competitors,  as well as several of its  principal
licensors,  have been separately sued for employing,  or  participating  in, the
practices  alleged in Rodriguez and Sullivan.  The Rodriguez Action seeks treble
damages  and  attorneys'  fees on  behalf  of all  purchasers  of packs of cards
potentially  including  "insert" cards since 1992.  The Company  believes it has
meritorious  defenses  and intends to defend the  Rodriguez  Action  vigorously.
Given the early  stage of the  litigation,  however,  the  Company  is unable to
assess the likelihood of a materially  adverse outcome or to estimate the amount
or range, if any, of any probable loss.




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits as required by Item 601 of Regulation S-K


10.34 Retail Product License  Agreement  between the Company and NBA Properties,
      Inc., dated November 19, 1998.

10.35 License Agreement between the Company and National Football League Players
      Incorporated, dated September 22, 1998.

10.36 Second Amendment to Credit Agreement, dated as of November 6, 1998.





























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<PAGE>


                                    SIGNATURE





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 TOPPS COMPANY, INC.
                                                       REGISTRANT



                                                /s/      Catherine Jessup
                                                Vice President-Chief Financial
                                                           Officer












January 12, 1999




















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