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 August 29, 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  October  2, 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
           August 29, 1998 and February 28, 1998                       3

         Condensed Consolidated Statements of Operations
           for the thirteen and twenty-six weeks ended
           August 29, 1998 and August 30, 1997                         4
    
         Condensed Consolidated Statements of Comprehensive
           Income for the thirteen and twenty-six weeks ended
           August 29, 1998 and August 30, 1997                         5

         Condensed Consolidated Statements of Cash Flows
           for the thirteen and twenty-six weeks ended
           August 29, 1998 and August 30, 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 6.  EXHIBITS AND REPORTS ON FORM 8-K                              12



The condensed  consolidated financial statements for the thirteen and twenty-six
weeks ended  August 29, 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)
                                                           August       February
                                                           29,1998      28, 1998
                                                          (amounts in thousands
                                                              except share data)
<S>                                                        <C>         <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                               $ 39,020     $ 22,153
  Accounts receivable - net                                 32,441       49,727
  Inventories                                               14,132       16,613
  Income tax receivable                                        325        6,829
  Deferred tax assets                                        2,748        2,792
  Prepaid expenses and other current assets                  6,461        3,821
                                                            ------      -------     
    TOTAL CURRENT ASSETS                                    95,127      101,935

PROPERTY, PLANT, & EQUIPMENT                                13,245       14,551
  Less:  accumulated depreciation                            5,163        4,403
                                                            ------       ------     
    NET PROPERTY, PLANT & EQUIPMENT                          8,082       10,148

INTANGIBLE ASSETS, net of accumulated
  amortization of $39,385 and $38,075                       61,516       62,825
OTHER ASSETS                                                 3,222        3,498
                                                           -------      -------
    TOTAL ASSETS                                          $167,947     $178,406

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                                        $ 12,782     $ 27,752
  Accrued expenses and other liabilities                    45,617       43,714
  Current portion of long-term debt                          9,375        8,333
  Income taxes payable                                       5,243        1,165
                                                            ------       ------
    TOTAL CURRENT LIABILITIES                               73,017       80,964

LONG-TERM DEBT, less current portion                        11,408       22,617
DEFERRED INCOME TAXES                                        7,196        6,864
OTHER LIABILITIES                                            6,856        6,352
                                                            ------      -------  
    TOTAL LIABILITIES                                       98,477      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                                           61,713       54,204
Cumulative foreign currency adjustment                        (649)      (1,001)
                                                            ------       ------
 TOTAL STOCKHOLDERS' EQUITY                                 69,470       61,609
 TOTAL LIABILITIES AND STOCKHOLDERS'                
 EQUITY                                                   $167,947     $178,406  

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

                                        3
<PAGE>
                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS




<TABLE>
 
                                                            (Unaudited)
                                                        Thirteen weeks ended              Twenty-six weeks ended
                                                        August          August              August             August
                                                        29, 1998        30, 1997          29, 1998           30, 1997      
                                                                 (amounts in thousands, except share data)
<S>                                                     <C>             <C>              <C>                <C>      

Net sales                                               $ 57,868       $ 55,118          $ 111,195          $ 115,295

Cost of sales                                             32,563         37,493             64,211             75,207
                                                          ------         ------            -------             ------
      Gross profit on sales                               25,305         17,625             46,984             40,088

Royalties and other income(expense)                         (197)           162                 72                610 
                                                          ------         ------             ------             ------
                                                          25,108         17,787             47,056             40,698

Selling, general and administrative expenses              19,276         20,721             37,170             41,621

Gain on disposition of assets                              2,836             -               3,876                 -
                                                          ------         ------             ------             ------ 
     Income (loss) from operations                         8,668         (2,934)            13,762               (923)

Interest expense, net                                       (226)          (213)              (591)              (757)
                                                          ------         ------             ------              ----- 
Income (loss) before provision (benefit) for
    income taxes                                           8,442         (3,147)            13,171             (1,680)
                                                                                
Provision (benefit) for income taxes                       3,629         (1,384)             5,662               (739)

                  Net income (loss)                     $  4,813       $ (1,763)         $   7,509          $    (941)



Basic & diluted net (loss) per share                      $ 0.10        $ (0.04)            $ 0.16            $ (0.02)



Weighted average shares outstanding - Basic           46,400,010      46,400,010        46,400,010         46,442,592
Weighted average shares outstanding - Diluted         46,723,151      46,400,010        46,727,217         46,442,592

</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          Twenty-six weeks ended
                                                         August         August        August       August
                                                         29, 1998       30, 1997      29, 1998     30, 1997
                                                                        (amounts in thousands)
 
     <S>                                                  <C>          <C>             <C>           <C>
     Net income (loss)                                    $ 4,813      $ (1,763)       $ 7,509      $  (941)

     Currency translation adjustment                         (230)          (26)           352         (828)
                                                            -----         -----          -----        -----
     Comprehensive income (loss)                          $ 4,583      $ (1,789)       $ 7,861      $(1,769)



 
</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)
                                                     Twenty-six weeks ended
                                                          August          August
                                                        29, 1998        30, 1997
                                                          (amounts in thousands)
<S>                                                        <C>           <C>
Cash provided by operations:
 Net income (loss)                                         $ 7,509       $ (941)
 Add(subtract) non-cash items included in net income:
   Depreciation and amortization                             2,316        2,021
   Deferred income taxes                                       377        2,295
   Gain on dispostion of property, plant and equipment      (3,876)         -

   Change in assets and liabilities:
     Receivables                                            17,285       19,282
     Inventories                                             2,481        1,860
     Income tax receivable                                   6,505       (2,344)
     Prepaid expenses and other current assets              (2,645)       1,210
     Payables and other current liabilities                 (8,987)     (19,790)
     Other                                                     842         (611)
                                                            ------       ------                       
      Cash provided by operations                           21,807        2,982

Cash provided by (used by) investing activities:
 Proceeds from disposition of property, plant and equipment  5,562          -
 Additions to property, plant and equipment                   (335)        (944)
                                                             -----         ----       
      Cash provided by (used by) investing activities        5,227         (944)
       
Cash (used by) financing activities:
  Reduction of debt                                        (10,167)      (7,500)
  Purchase of treasury stock                                   -           (522)
                                                            ------        -----   
                                                                                                          
      Cash (used by) financing activities                  (10,167)      (8,022) 

Net increase (decrease) in cash and cash equivalents        16,867       (5,984)
Cash and cash equivalents at beginning of year              22,153       24,199
                                                            ------       ------
Cash and cash equivalents at end of quarter                $39,020      $18,215




Interest paid                                              $ 1,532      $ 1,472
Income taxes paid                                          $   214      $   868


</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 AUGUST 29, 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
     August 29,  1998 and the results of its  operations  and its cash flows for
     the thirteen  weeks and  twenty-six  weeks ended August 29, 1998 and August
     30, 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)
                                                       August        February
                                                       29, 1998      28, 1998
                                                       (amounts in thousands)
     <S>                                                <C>           <C>
     Raw materials                                     $   621        $ 1,794
     Work in process                                     1,511          1,619
     Finished products                                  12,000         13,200
                                                        ------         ------       
     Total                                             $14,132        $16,613



</TABLE>





 









                                        7
<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 August 29,
1998, and the related condensed  consolidated  statements of operations and cash
flows for the thirteen  week and  twenty-six  week periods ended August 29, 1998
and August  30,  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  Topps  Company,  Inc.  and
subsidiaries 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



September 24, 1998
New York, New York






                                        8
<PAGE>

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

Three Months Ended August  29,1998  Compared  with the Three Months Ended August
30, 1997

Net sales for the second quarter of fiscal 1999  increased  5.0%, to $57,868,000
from $55,118,000.  Sales of confectionery products increased, driven both by the
introduction  of Baby Bottle Pop and Flip Pop to domestic and foreign markets as
well as by added  distribution and advertising of core lollipop  products,  Ring
Pop and Push Pop.  Sales of sports  products  also  increased as a result of the
timing of certain  releases.  Sales of  entertainment  card and sticker products
were down  versus  the  second  quarter a year ago as a result of the  Company's
decision to significantly reduce participation in these segments.

Gross profit as a percentage of net sales for the second  quarter of fiscal 1999
increased  to 43.7% as compared  with 32.0% for the same period last year.  This
margin  improvement  was driven by a number of  factors,  including  among them,
lower product costs in the U.S. and lower royalty  expenses to licensors both as
a result of reduced  participation in the entertainment  segment and the absence
of a minimum guarantee  shortfall  experienced last year in conjunction with the
decision  to exit the sports  sticker/album  business in Brazil.  Lower  product
development and inventory obsolescence costs also contributed favorably to gross
profit margins in this year's second quarter.

The decrease in royalties  and other income from  $162,000 to  $(197,000) in the
second  quarter of fiscal  1999 was  primarily  the  result of foreign  exchange
translation losses in Mexico and Brazil.

Selling,  general and administrative expenses decreased to 33.3% of net sales in
the second  quarter  of fiscal  1999 from 37.6% a year ago.  This  decrease  was
primarily  the result of this year's higher  sales,  the Company's  actions late
last  year to  reduce  headcount  and other  overhead  expenses,  as well as the
absence of a one-time charge taken in the second quarter of fiscal 1998 relating
to the closure of certain European offices.

Pre-tax  income from  operations of  $8,668,000 in the second  quarter of fiscal
1999  includes  a gain of  $2,836,000  from the  sales of the  Company's  former
manufacturing  plant in Cork,  Ireland and equipment from both the Cork, Ireland
and Duryea, Pennsylvania facilities.

The effective tax rate for the second quarter of fiscal 1999 was 43.0% versus an
effective rate of 44.0% for the same period a year ago.

Net income for the second  quarter of fiscal 1999 was  $4,813,000,  or $0.10 per
share, as compared with a loss of  $(1,763,000),  or $(0.04) per share,  for the
same period last year.



Six Months Ended August  29,1998  Compared  with the Six Months Ended August 30,
1997

Net sales for the first half of fiscal 1999 decreased 3.6%, to $111,195,000 from
$115,295,000  for the same period last year.  The  decrease  was  primarily  the
result of shifts in timing of sports card  releases  and the  Company's  reduced
participation in the entertainment card and sticker/album segments. Net sales of
confectionery  products  were  higher  than the first half a year ago due to the
roll out of Push Pop lollipops to additional  markets in Brazil,  the successful
introduction  of Baby  Bottle  Pop and  Flip  Pop to a number  of  domestic  and
international markets, as well as increased sales of core lollipop brands in the
U.S. and Canada.

                                        9
<PAGE>

Gross  profit as a  percentage  of net sales for the first  half of fiscal  1999
increased  to 42.3% as compared  with 34.8% for the same  period last year.  The
margin  improvement  was the result of lower product costs in the U.S. and lower
royalty expenses to licensors,  both as a result of reduced participation in the
entertainment segment and the absence of a Brazilian minimum guarantee shortfall
recorded  last year.  Lower  product  development  and  obsolescence  costs also
contributed  favorably to gross profit margins in the first half of this year as
compared with the comparable period last year.

Royalties and other income  decreased from $610,000 in last year's first half to
$72,000  in the first half of fiscal  1999  largely as a result of the impact of
foreign exchange translation losses in Mexico and Brazil.

Selling,  general and administrative  expenses for the first half of fiscal 1999
decreased to  $37,170,000 or 33.4% of sales,  from  $41,621,000 or 36.1% for the
same period a year ago.  This  decrease  was the result of a variety of factors,
importantly  among them the Company's actions late last year to reduce headcount
and other  overhead  expenses,  a  negotiated  reduction  in domestic  marketing
expenses  previously  required by one of the Company's  sports  licenses and the
absence of a one-time charge taken in the second quarter of fiscal 1998 relating
to the closure of certain European offices.

The effective  tax rate for the first half of fiscal 1999 was 43.0%  compared to
an effective rate of 44.0% for the same period last year.

Net income for the first half of fiscal 1999 was $7,509,000, or $0.16 per share,
as compared with a loss of $(941,000), or $(0.02) 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.,  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.  The  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 were 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 repurchase of
stock.

As of August 29, 1998, the Company had  $39,020,000 in cash, and  $20,783,000 in
debt as a result of the Merlin acquisition.

For the first half of fiscal 1999, the Company's net increase (decrease) in cash
was $16,867,000  versus  ($5,984,000) for the comparable  period last year. Cash
provided by operations  for the first half of this year was  $21,807,000  versus
$2,982,000  last year,  primarily as a result of higher net income and an income
tax refund received in the first quarter of this year.


                                       10
<PAGE>

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 $10,167,000 in the first half of this year versus debt
payments of  $7,500,000  and share  repurchases  of  $522,000 in the  comparable
period last year.

Management believes in light of the Company's  borrowing capacity,  cash on hand
as of August 29, 1998 and expected cash flow from  operations,  that 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 disruptions in the Company's operations.

The Company began work on Year 2000 issues in 1996.  As of August 29, 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.

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 has begun
the process of determining  whether there are any risks with regards to the Year
2000 status of key vendors and customers, and will develop contingency plans for
dealing with these risks, if necessary.

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) prolonged  labor strife between the players and owners in the NBA;
(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 new credit
facility;  (ix) further  prolonged and material  contraction in the trading card
industry; (x) excessive returns of the Company's products 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.





                                       11
<PAGE>
        
                             THE TOPPS COMPANY, INC.

                                     PART II

                                OTHER INFORMATION







ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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


10.33  Memorandum of Agreement with Major League Baseball Players Association


































                                       12
<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












October 13, 1998


















 


                                       13