UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A


(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                                 (I.R.S.Employer 
of incorporation or organization)                            Identification No.)

One Whitehall Street, New York, NY                           10004
(Address of principal executive offices)                        (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>




Item 4. of Part II of the Form 10-Q of the Topps Company,  Inc.  ("Topps" or the
"Company")  for the quarter  ended May 30,  1998 is amended and  restated in its
entirety as follows:

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                      37,988,323           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>







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<PAGE>











                                                            SIGNATURE





Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  amendment  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 22, 1998




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