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 May 29, 1999

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.  For the transition period from ____________to ____________________


Commission File Number:  0-15817


                            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 of 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 July 6,  1999 was
46,465,026.




<PAGE>
                             THE TOPPS COMPANY, INC.


                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                    Index                                           Page

         Condensed Consolidated Balance Sheets as of
           May 29, 1999 and February 27, 1999                         3

         Condensed Consolidated Statements of Operations
           for the thirteen weeks ended May 29, 1999 and
           May 30, 1998                                               4

         Condensed Consolidated Statements of Comprehensive
           Income for the thirteen weeks ended May 29, 1999 and
           May 30, 1998                                               5

         Condensed Consolidated Statements of Cash Flows
           for the thirteen weeks ended May 29, 1999 and
           May 30, 1998                                               6

         Notes to Condensed Consolidated Financial Statements         7


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS                10




                           PART II - OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         13

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                            14



The condensed consolidated financial statements for the thirteen weeks ended May
29, 1999 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 9.

                                        2

<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                            (Unaudited)
                                                          May         February
                                                       29, 1999       27, 1999
                                                        (amounts in thousands
                                                          except share date)
<S>                                                      <C>            <C>
ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                             $ 50,439      $ 41,728
   Accounts receivable - net                               41,262        29,118
   Inventories                                             14,709        16,221
   Income tax receivable                                      213           269
   Deferred tax assets                                      3,094         1,342
   Prepaid expenses and other current assets                4,588         4,860
                                                          -------        ------
      TOTAL CURRENT ASSETS                                114,305        93,538
                                                          -------        ------

PROPERTY, PLANT, & EQUIPMENT                               13,508        13,045
   Less:  accumulated depreciation and amortization         5,957         5,616
                                                           ------        ------
      NET PROPERTY, PLANT & EQUIPMENT                       7,551         7,429
                                                           ------        ------
INTANGIBLE ASSETS, net of accumulated
   amortization of $41,348 and $40,693                     59,552        60,207
OTHER ASSETS                                                2,904         2,908
                                                          -------       -------
      TOTAL ASSETS                                       $184,312      $164,082
                                                          =======       =======


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                     $ 12,577       $ 15,022
   Accrued expenses and other liabilities                 48,441         38,051
   Current portion of long-term debt                      11,250         10,625
   Income taxes payable                                    9,787          4,921
                                                          ------         ------
       TOTAL CURRENT LIABILITIES                          82,055         68,619

LONG-TERM DEBT, less current portion                       2,033          5,158
DEFERRED INCOME TAXES                                      5,053          5,143
OTHER LIABILITIES                                          8,209          7,938
                                                          ------         ------
       TOTAL LIABILITIES                                  97,350         86,858
                                                          ------         ------

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 47,545,801 shares,
     less 1,102,500 shares in Treasury Stock                 475            475
   Additional paid-in capital                             16,906         16,841
   Treasury stock, 1,102,500 shares                       (8,881)        (8,881)
   Retained earnings                                      79,042         69,775
   Accumulated other comprehensive income                   (580)          (986)
                                                          ------         ------
      TOTAL STOCKHOLDERS' EQUITY                          86,962         77,224
                                                          ------         ------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $184,312       $164,082
                                                         =======        =======
</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>
<CAPTION>

                                                              (Unaudited)
                                                         Thirteen weeks ended
                                                         May            May
                                                         29, 1999      30, 1998
                                                         (amounts in thousands,
                                                          except share data)
<S>                                                    <C>            <C>
     Net sales                                         $ 84,941       $ 53,327

     Cost of sales                                       47,194         31,648
                                                        -------        -------
          Gross profit on sales                          37,747         21,679

     Royalties and other income (expense)                   (92)           269
                                                        -------        -------

                                                         37,655         21,948

     Selling, general and administrative expenses        22,077         17,894

     Gain on disposition of assets                            -         (1,040)
                                                         ------         ------
          Income from operations                         15,578          5,094

     Interest income (expense), net                         129           (365)
                                                         ------          -----
     Income before provision for income taxes            15,707          4,729

     Provision for income taxes                           6,440          2,033
                                                         ------          -----
          Net income                                   $  9,267       $  2,696
                                                         ======         ======


      Basic and diluted net income per share              $ .20          $ .06



      Weighted average shares outstanding - basic     46,426,572    46,400,010
      Weighted average shares outstanding - diluted   47,175,500    46,703,879


See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.
</TABLE>
                                        4

<PAGE>
                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                              COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
                                                            (Unaudited)
                                                         Thirteen weeks ended
                                                         May            May
                                                         29, 1999    30, 1998
                                                        (amounts in thousands)
<S>                                                    <C>            <C>
     Net income                                        $  9,267       $  2,696

     Currency translation adjustment                        406            582
                                                          -----          -----
     Comprehensive income                              $  9,673       $  3,278
                                                          =====          =====

</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>
<CAPTION>
                                                               (Unaudited)
                                                         Thirteen weeks ended
                                                         May          May
                                                         29, 1999     30, 1999
                                                        (amounts in thousands)
<S>                                                    <C>            <C>
Cash provided by operations:
  Net income                                           $ 9,267        $  2,696
  Add(subtract) non-cash items included in net income:
    Depreciation and amortization                        1,116           1,162
    Deferred income taxes                               (1,841)            804

    Change in assets and liabilities:
      Receivables                                      (12,143)         11,556
      Inventories                                        1,513           2,397
      Income tax receivable                                 56           5,518
      Prepaid expenses and other current assets            268          (1,590)
      Payables and other current liabilities            12,809         (11,128)
      Other                                                648            (115)
                                                       -------          ------
        Cash provided by operations                     11,693          11,300

Cash provided by (used by) investing activities:
  Proceeds from disposition of capital equipment             -           1,040
  Additions to property, plant and equipment              (546)            (54)
                                                        ------          ------
        Cash provided by (used by) investing activities   (546)            986

Cash used by financing activities:
  Reduction of debt                                     (2,500)         (7,667)
  Stock option exercises                                    64               -
                                                         -----          ------
        Cash used by financing activities               (2,436)         (7,667)
                                                         -----          ------

Net increase in cash and cash equivalents                8,711           4,619
Cash and cash equivalents at beginning of quarter       41,728          22,153
                                                        ------          ------
Cash and cash equivalents at end of quarter            $50,439         $26,772
                                                        ======          ======



Interest paid                                          $   315        $  1,040
Income taxes paid                                      $ 3,124        $     76
</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 MAY 29, 1999


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 reflect all adjustments,  which are, in the opinion
     of  management,   considered  necessary  for  a  fair  presentation.  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  thirteen  weeks ended May 29, 1999 and May 30,
     1998 are not necessarily indicative of the results that may be expected for
     the year ending  February 26, 2000.  For further  information  refer to the
     consolidated financial statements and notes thereto in the Company's annual
     report for the year ended February 27, 1999.


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>
<CAPTION>
                                                (Unaudited)
                                                    May       February
                                                  29, 1999    27, 1999
                                                 (amounts in thousands)
<S>                                               <C>           <C>
          Raw materials                            $ 1,793      $ 2,097
          Work in process                              677        1,020
          Finished products                         12,239       13,104
                                                    ------       ------
          Total                                    $14,709      $16,221
                                                    ======       ======
</TABLE>

4.   Segment Information

     Following  is the  breakdown  of industry  segments as required by SFAS No.
     131. The Company has three reportable business segments: Collectible Sports
     Products, Confectionery and Entertainment Products.

     The Collectible Sports Products segment primarily consists of trading cards
     featuring  players from Major  League  Baseball,  the  National  Basketball
     Association, the National Football League and the National Hockey League as
     well as  sticker/album  products  featuring  players from certain  European
     soccer leagues.

     The  Confectionery  segment  consists  of a variety  of  lollipop  products
     including  Ring Pop,  Push Pop,  Baby Bottle Pop and Flip Pop,  the Bazooka
     bubble gum line and other novelty confectionery products.


                                        7

<PAGE>

     The Entertainment Products segment consists of trading cards, sticker/album
     products and magazines  featuring  licenses from popular films,  television
     shows and other entertainment properties.

     The Company's  management  evaluates the  performance of each segment based
     upon its contributed margin,  which is profit after cost of goods,  product
     development, advertising and promotional costs and obsolescence, but before
     unallocated general and administrative expenses and manufacturing overhead,
     depreciation  and   amortization,   royalties  and  other   income/expense,
     non-recurring items, interest and income taxes.

     The Company  does not  allocate  assets  among its  business  segments  and
     therefore  does not  include a  breakdown  of assets  or  depreciation  and
     amortization by segment.

<TABLE>
<CAPTION>
                                                  Thirteen weeks ended
                                                    May          May
                                                  29, 1999    30, 1998
                                                (In thousands of dollars)
<S>                                               <C>            <C>
     Net Sales
     Collectible Sports Products                  $ 38,815       $ 23,200
     Confectionery                                  34,751         27,731
     Entertainment Products                         11,375          2,396
                                                   -------        -------
     Total                                        $ 84,941       $ 53,327
                                                   =======        =======

     Contributed Margin
     Collectible Sports Products                  $ 16,172       $  9,061
     Confectionery                                   8,680          7,818
     Entertainment Products                          4,964            371
                                                    ------         ------
     Total                                        $ 29,816       $ 17,250
                                                    ======         ======

     Reconciliation of contributed margin
        to income before provision for income taxes:
     Total contributed margin                     $ 29,816        $  17,250
     Unallocated general and administrative
        expenses and manufacturing overhead        (13,030)         (12,303)
     Depreciation & amortization                    (1,116)          (1,162)
     Royalties and other income (expenses)             (92)             269
     Plant closure income                                -            1,040
                                                    ------           ------
     Income from operations                         15,578            5,094
     Interest income (expense), net                    129             (365)
                                                    ------            -----
     Income before provision for income taxes     $ 15,707         $  4,729
                                                    ======           ======
</TABLE>







                                        8
<PAGE>

INDEPENDENT ACCOUNTANTS' 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 May 29, 1999,
and the related condensed  consolidated  statements of operations and cash flows
for the thirteen week periods ended May 29, 1999 and May 30, 1998, 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  27,
1999,  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 2, 1999 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 27, 1999 is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.




DELOITTE & TOUCHE LLP



June  22, 1999
New York, New York







                                        9
<PAGE>

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

First Quarter Fiscal Year 2000 versus Fiscal Year 1999
The  following  table sets forth,  for the periods  indicated,  net sales by key
business segment:
<TABLE>
<CAPTION>
                                        May 29, 1999       May 30, 1998
                                           (In thousands of dollars)
<S>                                     <C>                 <C>

     Collectible sports products        $ 38,815            $ 23,200
     Confectionery                        34,751              27,731
     Entertainment products               11,375               2,396
                                         -------             -------
     Total                              $ 84,941            $ 53,327
                                         =======             =======
</TABLE>

Net sales for the first quarter of fiscal 2000 increased  59.3% to $84.9 million
from  $53.3  million  for the same  period  last  year.  This was the  result of
increases in each of the Company's three key business segments.

Net sales of collectible sports products, which consist of both sports cards and
sports  sticker/album  products,  increased  67.3% to $38.8 million in the first
quarter of fiscal 2000 from $23.2 million in the  comparable  quarter last year.
Approximately  half of this  increase was the result of shipments of  basketball
card products which normally would have occurred in last year's fourth  quarter,
but were  delayed due to the NBA  lockout.  Higher  baseball  card sales and the
Company's  return  to the NHL  hockey  market  after  a  two-year  absence  also
contributed  to the increase.  Sales of Merlin's  Premier  League  sticker/album
products were less this year than last.

Net sales of confectionery products increased 25.3% in the first quarter of this
year to $34.8  million from $27.7  million in fiscal  1999.  This growth was the
result of the further success of products  introduced last year, Baby Bottle Pop
and Flip Pop, the rollout of Bazooka Pop (the Company's new gum-filled lollipop)
and continued strength in the U.S. of Ring Pop and Push Pop. Confectionery sales
in Brazil were less for this year than last  year's as a result of the  currency
devaluation.

Net sales of  entertainment  products,  which  consist of  entertainment  cards,
magazines and  sticker/album  products,  increased to $11.4 million in the first
quarter of fiscal 2000 from $2.4 million in fiscal 1999.  This was primarily the
result of Topps  release in the U.S. and Canada of trading  cards and  magazines
featuring the new Star Wars film "Episode I: The Phantom  Menace." WCW wrestling
cards also contributed to higher sales this quarter.

Gross profit as a percentage  of net sales for the first  quarter of fiscal 2000
increased  to 44.4% as compared  with 40.7% for the same period last year.  This
margin  improvement was the result of several factors,  including lower material
costs, a change in product mix and increased sales.

Selling,  general and administrative ("SG&A") expenses decreased as a percentage
of net sales to 26.0% in the first  quarter of fiscal 2000 from 33.6% a year ago
as a result of higher  sales.  SG&A dollar  spending  increased to $22.1 million
from $17.9 million due to higher advertising and marketing  expenditures and the
effect of an earlier accrual in connection with the Company's  annual  incentive
bonus plan.

Income from  operations  in last year's first quarter  (fiscal 1999)  included a
$1.0  million  gain  on  the  sale  of  equipment  from  the  Company's   former
manufacturing plants in Pennsylvania and Ireland.


                                       10

<PAGE>

Net  interest  income  (expense)  increased  to  $129,000  in  fiscal  2000 from
$(365,000) in fiscal 1999 due to a reduction in the Company's  outstanding  loan
balance and an increase in cash on hand.

The  effective tax rate for the first quarter of fiscal 2000 was 41.0% versus an
effective rate of 43.0% for the same period a year ago.

Net income for the first quarter of fiscal 2000 was $9.3  million,  or $0.20 per
share,  as compared with $2.7 million,  or $0.06 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,
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
included a term loan in the aggregate amount of $25.0 million (which was used to
repay the prior loan) and a $9.5 million  facility to cover letter of credit and
revolver  needs.  The letter of credit and revolver  facility  was  increased to
$12.5 million in February 1999.  Both the term loan and the letter of credit and
revolver  facility expire 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.  Interest rates 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 repurchase its shares,  sell or acquire assets or borrow additional money and
prohibits the payment of dividends.

As of May 29,1999,  the Company had $50.4 million in cash,  and $13.3 million in
debt under the term loan.

During the first quarter of fiscal 2000,  the Company's net increase in cash and
cash  equivalents  was $8.7 million  versus $4.6  million in fiscal  1999.  Cash
provided  by  operations  in the first  quarter  of this year was $11.7  million
versus $11.3 million last year, as higher net income and an increase in payables
and other current  liabilities this year were virtually offset by the absence of
an income tax refund and an increase in receivables.  Cash provided by (used by)
investing  activities  this quarter  reflects  $546,000 in capital  expenditures
compared with $54,000 in capital  expenditures and $1.0 million in proceeds from
equipment sales in last year's first quarter.  Cash used by financing activities
reflects  term loan  payments of $2.5 million this quarter  versus term loan and
revolver payments of $7.7 million in last year's first quarter.

Management believes that, in light of the Company's borrowing capacity,  cash on
hand as of May 29, 1999 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 the end of fiscal
1999, all of the Company's  mainframe programs had 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 significantly  affected 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.  Given that the
Company's fiscal Year 2000 began on February 28, 1999, many essential  operating
systems have already proven to be Year 2000 compliant. The remaining systems are
in the process of being  reviewed  and  tested.  In a worst case  scenario,  the
Company believes that its essential processes could be handled manually.

The  Company has  contacted  key  vendors,  customers  and other  third  parties
regarding their Year 2000 readiness.  Although no issues have been identified to
date, the Company will continue to monitor these  relationships and will develop
contingency plans for dealing with 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,  entertainment  cards,  lollipops and sticker and album  collections,  to
achieve expected sales levels; (ii) weakness in sales of basketball products due
to the NBA lockout;  (iii) quarterly fluctuations in results; (iv) the Company's
loss of important  licensing  arrangements;  (v) the Company's loss of important
supply  arrangements  with third parties;  (vi) the loss of any of the Company's
key customers or distributors; (vii) further prolonged and material contractions
in the trading card industry as a whole;  (viii) further declines in the sale of
U.K. Premier League  sticker/album  collections;  (ix) excessive  returns of the
Company's  products;  (x) an adverse outcome in the Rodriquez Action; (xi) civil
unrest,  currency devaluaiton or political upheaval in certain foreign countries
in which the Company  conducts  business;  xii)  significant  disruption  of the
Company's operations due to Year 2000 failures;  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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


The Annual  Meeting of  Stockholders  of the Company took place on June 29, 1999
for the following purposes:

         1.  To elect two directors;
         2.  To ratify the appointment of auditors.



The results of the matters voted on are as follows:

<TABLE>
<CAPTION>

                                      For         Against       Abstentions
<S>                                <C>            <C>            <C>
1.  Election of Directors
       Stephen D. Greenberg        40,496,880     108,300            0
       Stanley Tulchin             40,477,544     127,636            0

2.  Ratification of appointment
    of auditors                    40,524,553      40,784          39,843
</TABLE>

























                                       13
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

      None















































                                       14
<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












July 13, 1999




















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