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 30, 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 July 9,  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
           May 30, 1998 and February 28, 1998                            3

         Condensed Consolidated Statements of Operations
           for the thirteen weeks ended May 30, 1998 and
           May 31, 1997                                                  4
         
         Condensed Consolidated Statements of Comprehensive
           Income for the thirteen weeks ended May 30, 1998 and
           May 31, 1997                                                  5

         Condensed Consolidated Statements of Cash Flows
           for the thirteen weeks ended May 30, 1998 and
           May 31, 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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             11

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                11



The condensed consolidated financial statements for the thirteen weeks ended May
30, 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

                                                          (Unaudited)
                                                             May        February
                                                            30, 1998    28, 1998
                                                           (amounts in thousands
                                                              except share data)
     ASSETS
     CURRENT ASSETS:
       Cash                                              $  26,772     $ 22,153 
       Accounts receivable - net                            38,171       49,727 
       Inventories                                          14,217       16,613 
       Income tax receivable                                 1,311        6,829 
       Deferred tax assets                                   2,921        2,792 
       Prepaid expenses and other current assets             5,411        3,821 
                                                            ------      ------- 
          TOTAL CURRENT ASSETS                              88,803      101,935 

     PROPERTY, PLANT, & EQUIPMENT                           14,656       14,551 
       Less:  accumulated depreciation                       4,911        4,403 
                                                            ------       ------ 
          NET PROPERTY, PLANT & EQUIPMENT                    9,745       10,148 

     INTANGIBLE ASSETS, net of accumulated
       amortization of $38,730 (1999) and $38,075 (1998)    62,171       62,825 
     OTHER ASSETS                                            3,354        3,498 
                                                           -------      ------- 
          TOTAL ASSETS                                    $164,073     $178,406 
                                                          --------     -------- 
                                                          --------     -------- 

     LIABILITIES AND STOCKHOLDERS' EQUITY
     CURRENT LIABILITIES:
       Accounts payable                                  $  21,421     $ 27,752 
       Accrued expenses and other liabilities               37,938       43,714 
       Current portion of long-term debt                     9,167        8,333 
       Income taxes payable                                  2,142        1,165 
                                                            ------       ------ 
          TOTAL CURRENT LIABILITIES                         70,668       80,964 

     LONG-TERM DEBT, less current portion                   14,117       22,617 
     DEFERRED INCOME TAXES                                   7,796        6,864 
     OTHER LIABILITIES                                       6,605        6,352 
                                                            ------      ------- 
          TOTAL LIABILITIES                                 99,186      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 in 1999 and 1998    (8,881)      (8,881)
       Retained earnings                                    56,900       54,204 
       Cumulative foreign currency adjustment                 (419)      (1,001)
                                                            -------      -------
         TOTAL STOCKHOLDERS' EQUITY                         64,887       61,609 
         TOTAL LIABILITIES AND STOCKHOLDERS'
           EQUITY                                         $164,073     $178,406 
                                                          --------     -------- 
                                                          --------     -------- 

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

                                       3
<PAGE>

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




                                                                (Unaudited)
                                                            Thirteen weeks ended

                                                         May               May  
                                                       30, 1998        31, 1997 
                                                          (amounts in thousands,
                                                            except share data)  

     Net sales                                        $  53,327       $  60,177 

     Cost of sales                                       31,648          37,714 
                                                         ------          ------ 
           Gross profit on sales                         21,679          22,463 

     Royalties and other income                             269             448 
                                                         ------          ------ 
                                                         21,948          22,911 

     Selling, general and administrative expenses        17,894          20,900 

     Plant closure (income) expense                      (1,040)            -   
                                                         ------          ------ 
           Income from operations                         5,094           2,011 

     Interest income (expense), net                        (365)           (544)
                                                         ------          ------ 
     Income before provision for income taxes             4,729           1,467 

     Provision for income taxes                           2,033             645 

           Net income                                 $   2,696       $     822 
                                                         ------          ------ 
                                                         ------          ------ 


     Basic and diluted net income per share               $ .06           $ .02 



     Weighted average shares outstanding - basic     46,400,010      46,485,175 
     Weighted average shares outstanding - diluted   46,703,879      46,485,175 








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




                                                             (Unaudited)        
                                                         Thirteen weeks ended   
                                                         May              May   
                                                       30, 1998         31, 1997
                                                          (amounts in thousands)

         Net income                                    $  2,696        $    822 

         Currency translation adjustment                    582            (805)
                                                          -----            -----
         Comprehensive income                          $  3,227        $     17 
                                                          -----            -----
                                                          -----            -----













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


                                        5
<PAGE>

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




                                                            (Unaudited)
                                                           Thirteen weeks ended 
                                                            May            May  
                                                           30, 1998      31,1997
                                                          (amounts in thousands)
Cash provided by (used for) operations:
 Net income                                                 $ 2,696     $   822 
 Add(subtract) non-cash items included in net income:
   Depreciation and amortization                              1,162         992 
   Deferred income taxes                                        804         409 

   Change in assets and liabilities:
     Receivables                                             11,556      12,129 
     Inventories                                              2,397       4,671 
     Income tax receivable                                    5,518        (427)
     Prepaid expenses and other current assets               (1,590)      1,020 
     Other assets                                               (58)       (375)
     Payables and other current liabilities                 (11,128)    (14,734)
     Other liabilities                                          (57)       (662)
                                                             ------      ------ 
         Cash provided by operations                         11,300       3,845 

Cash provided by (used by) investing activities:
  Proceeds from disposition of capital equipment              1,040          -  
  Additions to property, plant and equipment                    (54)       (453)
                                                             ------        ---- 
          Cash provided by (used by) investing activities       986        (453)

Cash provided by (used by) financing activities:
  Reduction of debt                                          (7,667      (2,500)
  Purchase of treasury stock                                    -          (522)
                                                              -----       ----- 
         Cash provided by (used by) financing activities     (7,667)     (3,022)

Net increase in cash                                          4,619         370 
Cash at beginning of quarter                                 22,153      24,199 
                                                             ------      ------ 
Cash at end of quarter                                      $26,772     $24,569 
                                                             ------      ------ 
                                                             ------      ------ 



Interest paid                                               $ 1,040     $   708 
Income taxes paid                                           $    76     $   649 





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 30, 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 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  30,  1998  and  May 31,  1997  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
                                                       (Unaudited)              
                                                          May           February
                                                        30, 1998        28, 1998
                                                        (amounts in thousands)  

         Raw materials                                 $  1,429        $  1,794 
         Work in process                                  1,354           1,619 
         Finished products                               11,434          13,200 
                                                         ------          ------ 
         Total                                         $ 14,217        $ 16,613 

















                                        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 May 30, 1998,
and the related condensed  consolidated  statements of operations and cash flows
for the thirteen week periods ended May 30, 1998 and May 31, 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



June 25, 1998
New York, New York





                                        8
<PAGE>

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


Net sales for the first  quarter of fiscal 1999  decreased to  $53,327,000  from
$60,177,000  for the same period last year.  This  decrease  was  primarily  the
result  of  shifts in  timing  of  sports  card  releases--particularly  certain
basketball  products  which were  shipped in the fourth  quarter of fiscal  1998
versus the first quarter of fiscal 1999--and a reduced emphasis on entertainment
card and sticker  products.  Net sales of confectionery  products were up versus
the first  quarter a year ago due to increased  sales of core  products  such as
Ring Pop and Push Pop,  plus the roll out of two new  products,  Baby Bottle Pop
and Flip Pop, to various domestic and international markets.

Gross profit as a percentage  of net sales for the first  quarter of fiscal 1999
increased  to 40.7% as compared  with 37.3% for the same period last year.  This
margin  improvement was the result of several factors,  including stronger sales
of non-royalty bearing confectionery  products,  lower product development costs
and reduced inventory obsolescence.

Selling,  general  and  administrative  expense  as a  percentage  of net  sales
decreased  to 33.6% in the first  quarter of fiscal  1999 from 34.7% a year ago.
This decrease was  primarily  the result of a negotiated  reduction in marketing
expenses  previously  required by one of the Company's sports licenses,  reduced
headcount and tighter cost control.

Income from operations in the first quarter of fiscal 1999 included a $1,040,000
gain on the sale of equipment from the Company's former  manufacturing plants in
Pennsylvania and Ireland.

The  effective tax rate for the first 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 first  quarter of fiscal 1999  increased  to  $2,696,000,  or
$0.06 per share,  as compared with  $822,000,  or $0.02 per share,  for the same
period last year.

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 in its  entirety)  and a  $9,450,000  facility to cover  general  corporate
needs.  The new  facility  expires  on July 6,  2000,  as did the  prior  credit
agreement.  Obligations  under the new  agreement are secured by a pledge of the
Company's domestic trademarks and 65% of the stock of Topps Europe. Beginning in
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 May 30, 1998, the Company had $26,722,000 in cash and $23,284,000 in debt.
Management believes that, in light of the Company's borrowing capacity,  cash on
hand as of May 30, 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.



                                       9


<PAGE>


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 and sticker and album collections,  to achieve expected sales levels; (ii)
prolonged  labor  strife  between the  players and the owners in the NBA;  (iii)
quarterly  fluctuations  in  results;  (iv)  the  Company's  loss  of  important
licensing and supply arrangements with third parties;  (v) the effect of changes
in trade terms with certain of the Company's key  customers;  (vi) the Company's
inability  to comply with the  financial  covenants  contained in its new credit
facility;  (vii) further prolonged and material  contraction in the trading card
industry;  (viii) 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.

















                                       10

<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 30, 1998
for the following purposes:

     1. To elect  three  directors;
     2. To  ratify  and  approve  the  Amendment  and Restatement  of the 1994  
        Non-Employee  Director Stock Option Plan;
     3. To ratify the appointment of auditors;
     4. To consider a stockholder proposal regarding the declassification of the
        Board  of  Directors;
     5. To  consider  a  stockholder proposal regarding the sale of the Company.


The results of the matters voted on are as follows:

<TABLE>

                                                                                                   Broker
                                             For               Against           Abstentions      Non-Votes
<S>                                      <C>                 <C>                  <C>              <C>
1.  Election of Directors
       Allan A. Feder                    38,310,309           2,517,287
       David M. Mauer                    38,370,048           2,457,548
       Jack H. Nusbaum                   38,988,323           2,839,273

2.  Ratification of Stock Option Plan    38,805,053           1,736,994            285,549

3.  Ratification of appointment
        of auditors                      40,584,647             164,581             78,368

4.  Stockholder proposal
       regarding declassification
       of the Board of Directors         13,112,848          12,360,754          3,300,110        12,053,884

5.  Stockholder proposal
       regarding the sale of
       the Company                        6,821,994          20,602,683          1,349,035        12,053,884

</TABLE>

                                       11
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

       10.32 - Amendment number 1 to Credit Agreement Dated May 11, 1998



                                       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












July 9, 1998













                                       13