SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                                 FORM 10-Q

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the quarterly period ended:   October 2, 1999
                               ------------------

Commission File Number:  001-15023
                       -----------

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

            MASSACHUSETTS                                      04 259 1416
-----------------------------------------------------------------------------
 (State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)


102 CHRISTIAN LANE, WHATELY, MASSACHUSETTS                           01093
-----------------------------------------------------------------------------
(Address of principal executive office and zip code)

                               (413) 665-8306
                               --------------
            (Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:

   Common Stock, $ 0.01 par value            New York Stock Exchange, Inc.
   (Title of class)                    (Name of each exchange where registered)




Indicate by check mark whether 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 registrant had 54,498,629 shares of Common Stock, par value $.01,
outstanding as of November 15, 1999.
<PAGE>
THE YANKEE CANDLE COMPANY, INC.
                 FORM 10-Q - Quarter Ended October 2, 1999
                                   Index

PART I.   Financial Information                                Page Number

Item 1.   Financial Statements

          Unaudited Condensed Consolidated Balance Sheets                3
          as of October 2, 1999 and December 31, 1998

          Unaudited Condensed Consolidated Statements of                 4
          Operations for the Thirteen Weeks Ended October 2,
          1999 and the Three Months Ended September 30,
          1998; and the Thirty-Nine Weeks Ended October 2,
          1999 and the Nine Months Ended September 30, 1998

          Unaudited Condensed Consolidated Statements of Cash            5
          Flows for the Thirty-Nine Weeks Ended October 2,
          1999 and the Nine Months Ended September 30, 1998

          Notes to the Unaudited Condensed Consolidated                  6
          Financial Statements

Item 2.   Management's Discussion and Analysis of                        9
          Financial Condition and Results of Operations

PART II.  Other Information

Item 1.   Legal Proceedings                                             14

Item 2.   Changes in Securities and Use of Proceeds                     14

Item 3.   Defaults Upon Senior Securities                               14

Item 4.   Submission of Matters to a Vote of Security Holders           14

Item 5.   Other Information                                             14

Item 6.   Exhibits and Reports on Form 8-K                              14

Signatures                                                              15
<PAGE>
PART I.   Financial Information

Item 1.   Unaudited Condensed Consolidated Financial Statements

<TABLE>
<CAPTION>
                   THE YANKEE CANDLE COMPANY, INC. AND SUBSIDIARIES
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                         (in thousands except per share data)
                                      (Unaudited)

                                                       October 2, 1999     December 31, 1998
                                                       ---------------     -----------------
ASSETS

<S>                                                             <C>                  <C>
Current Assets:
  Cash and cash equivalents                                   $  6,260              $ 30,411
  Accounts receivable
      Less allowances of $554 and $450                          19,603                 8,546
  Inventory                                                     29,051                12,482
  Prepaid expenses and other current assets                      2,691                   855
  Deferred tax assets                                            1,542                 1,542
                                                              --------              --------
      Total current assets                                      59,147                53,836

Property, Plant And Equipment (Net)                             62,850                48,315
Marketable Securities                                              693                   856
Classic Vehicles                                                   874                   874
Deferred Financing Costs                                         5,396                 6,566
Deferred Tax Assets                                            164,474               164,474
Other Assets                                                       493                   424
                                                              --------              --------

      Total Assets                                            $293,927              $275,345
                                                              ========              ========

<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<S>                                                             <C>                  <C>
Current Liabilities
  Accounts payable                                             $13,160               $13,287
  Accrued interest                                               2,566                 1,895
  Accrued payroll                                                5,595                 4,768
  Accrued income taxes                                           4,428                     -
  Other accrued liabilities                                      3,410                 2,982
  Long-term debt, current portion                               30,000                     -
                                                              --------              --------
      Total current liabilities                                 59,159                22,932

Deferred Compensation Obligation                                   785                 1,004
Long-Term Debt                                                 195,254               320,000

Stockholders' Equity (Deficit)
  Common Stock, $.01 par value per share, 300,000 shares
      authorized, 104,059 issued; 54,499 and 48,445 shares
      outstanding at 1999 and 1998, respectively                 1,041                   980
  Additional paid-in capital                                   224,772               126,610
  Treasury stock, 49,560 shares in 1999 and
      in 1998, at cost                                       (212,988)             (212,448)
  Retained earnings                                            27,477                19,048
  Capital subscription receivable                                    -               (1,084)
  Unearned stock compensation                                  (1,673)               (1,698)
  Accumulated other comprehensive income                           100                     1
                                                              --------              --------
      Total stockholders' equity (deficit)                      38,729              (68,591)
                                                              --------              --------

      Total Liabilities And Stockholders Equity               $293,927              $275,345
                                                              ========              ========



See notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         THE YANKEE CANDLE COMPANY, INC. AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                               (in thousands, except per share data)
                                           (Unaudited)

                                                   Thirteen    Three Months    Thirty-Nine            Nine
                                                Weeks Ended    Months Ended    Weeks Ended    Months Ended
                                                 October 2,   September 30,     October 2,    September 30,
                                                       1999            1998           1999            1998
                                                       ----            ----           ----            ----

<S>                                                <C>             <C>           <C>             <C>
Net sales                                          $ 59,109        $ 43,611      $ 147,071       $ 107,665
Cost of goods sold                                 $ 25,883          19,340         65,291          48,575
                                                   --------        --------      ---------       ---------

Gross profit                                         33,226          24,271         81,780          59,090
Selling expenses                                     11,324           6,939         29,058          20,605
General and administrative expenses                   6,252           4,871         18,514          12,823
Bonus related to the recapitalization                     -               -              -          61,263
                                                   --------        --------      ---------       ---------

Income (loss) from operations                        15,650          12,461         34,208         (35,601)

Interest income                                        (63)            (34)          (559)            (115)
Interest expense                                      4,106           5,878         15,488          10,557
Other (income) expense                                   58             (7)           (40)              25
                                                   --------        --------      ---------       ---------

Income (loss) before provision
  for income taxes                                   11,549           6,624         19,319         (46,068)
Provision for income taxes                            4,620           2,517          7,728             881
                                                   --------        --------      ---------       ---------

Net income (loss) before extraordinary item           6,929           4,107         11,591        (46,949)

Extraordinary loss on early retirement of debt,
     (less income tax benefit of $2,108)              3,162               -          3,162               -
                                                   --------        --------      ---------       ---------

Net income (loss)                                  $  3,767        $  4,107      $   8,429       $ (46,949)
                                                   ========        ========      =========       =========
Historical basic earnings (loss) per share
     before extraordinary item                     $   0.13        $   0.09      $    0.24       $   (0.67)
     extraordinary item                            $  (0.06)              -      $   (0.07)              -
                                                   --------        --------      ---------       ---------
                                                   $   0.07        $   0.09      $    0.17       $   (0.67)
                                                   ========        ========      =========       =========

Historical diluted earnings (loss) per share
     before extraordinary item                     $   0.13        $   0.08      $    0.23       $   (0.67)
     extraordinary item                            $  (0.06)              -      $   (0.06)              -
                                                   --------        --------      ---------       ---------
                                                   $   0.07        $   0.08      $    0.17       $   (0.67)
                                                   ========        ========      =========       =========

Proforma benefit for income taxes                                                                  (17,506)
Proforma net loss                                                                                $ (28,562)
                                                                                                 =========
Proforma basic loss per share                                                                    $   (0.41)
                                                                                                 =========
Proforma diluted loss per share                                                                  $   (0.41)
                                                                                                 =========

Weighted average basic shares outstanding            52,884          47,778         48,851          70,139
Weighted average diluted shares outstanding          54,661          48,609         50,841          70,139



See notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       THE YANKEE CANDLE COMPANY, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (in thousands)
                                         (Unaudited)

                                                                Thirty-Nine Weeks           Nine Months
                                                                            Ended                 Ended
                                                                       October 2,         September 30,
                                                                             1999                  1998
                                                                             ----                  ----
<S>                                                                     <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                     $   8,429             $ (46,949)

  Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
    Extraordinary loss on early extinguishment of debt                      3,162                     -
    Depreciation and amortization                                           4,508                 3,283
    Unrealized (gain)/loss on marketable equity securities                     46                   (38)
    Non-cash stock compensation                                               848                     -
    Loss on disposal of fixed assets and classic vehicles                     116                    81
    Deferred taxes                                                              -                   (11)

  Changes in assets and liabilities
    Accounts receivable-net                                               (11,065)               (8,084)
    Inventory                                                             (16,589)               (8,869)
    Prepaid expenses and other assets                                      (1,913)                  (75)
    Accounts payable                                                         (129)                3,213
    Accrued expenses and other liabilities                                  8,601                10,514
                                                                        ---------             ---------
    Net cash used in operating activities                                  (3,986)              (46,935)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                      (18,477)               (5,084)
  Proceeds from sale of property and equipment                                 26                   821
  Purchase of marketable equity securities                                   (293)                 (293)
  Proceeds from sale of marketable equity securities                          410                     -
  Proceeds from sale of classical cars                                          -                   702
  Proceeds from repayment of shareholder loan                                   -                 1,573
                                                                        ---------             ---------
Net cash used in investing activities                                     (18,334)               (2,281)

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from the sale of common stock (net of fees
    and expenses)                                                          97,041                     -
  Proceeds from long term borrowings                                      225,254               312,704
  Principal payments on long-term debt and capital
    lease obligations                                                    (320,000)              (10,954)
  Payments for deferred financing costs                                    (4,804)               (7,115)
  Payments for redemption of common stock                                    (540)             (229,149)
  Proceeds from repayment on capital subscription receivable                1,084                     -
  Distributions to stockholder                                                  -               (16,884)
                                                                        ---------             ---------
Net cash provided by (used in) financing activities                        (1,965)               48,602

EFFECT OF EXCHANGE RATE ON CASH                                               134                     -
NET DECREASE IN CASH AND CASH EQUIVALENTS                                 (24,151)                 (614)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                             30,411                 7,377
CASH AND CASH EQUIVALENTS, END OF PERIOD                                    6,260                 6,763

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest                                                                 14,797                 1,374
  Income taxes                                                                680                   135


See notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>

    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            (in thousands, except per share data)
                         (Unaudited)

1.   Basis Of Presentation
     ---------------------

The unaudited interim condensed consolidated financial statements of The
Yankee Candle Company, Inc. and its wholly-owned subsidiaries (the
"Company") have been prepared in accordance with generally accepted
accounting principles. The financial information included herein is
unaudited; however, in the opinion of management such information contains
all adjustments necessary for a fair presentation of the results for such
periods. In addition, the Company believes such information reflects all
adjustments (consisting of normal recurring accruals) necessary for a fair
presentation of financial position and results of operations for such
periods. Certain prior year amounts have been reclassified to conform to
the current presentation. All intercompany transactions and balances have
been eliminated. The results of operations for the interim periods are not
necessarily indicative of the results to be expected for the full fiscal
year ending January 1, 2000. Effective January 1, 1999, the Company adopted
a 52/53 week fiscal year.

Certain information and disclosures normally included in the notes to
consolidated financial statements have been condensed or omitted as
permitted by the rules and regulations of the Securities and Exchange
Commission, although the Company believes the disclosure is adequate to
make the information presented not misleading. The accompanying unaudited
condensed financial statements should be read in conjunction with the
audited consolidated financial statements of the Company for the year ended
December 31, 1998.

Newly Issued Accounting Standards
---------------------------------
During 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," was issued by the Financial Accounting Standards
Board. This statement is effective for periods beginning after June 15,
2000. The Company is currently evaluating the impact, if any, of this
statement.

Pro Forma Adjustments
---------------------
The Company had, until the Recapitalization (see note 3), elected to be
treated as an S Corporation for federal and state income tax purposes.
Under this previous election, income for federal income tax purposes was
not taxed at the corporate level but was taxed to the sole shareholder.

On April 27, 1998, the Company's tax status changed from an S Corporation
to a C Corporation. The income statement reflects a provision for income
taxes for federal and state purposes for the period the Company was a C
Corporation and a provision for state taxes for the periods the Company was
an S Corporation. The pro forma financial information shows the effect on
the 1998 financial statements as if the Company had been taxed as a C
Corporation during 1998 instead of an S Corporation until April 27, 1998.

2.   Initial Public Offering and Early Extinguishment of Debt
     --------------------------------------------------------

On July 1, 1999, the Company confirmed orders for the sale of 6,000 shares
of common stock at $18 per share in an initial public offering and listed
its stock on the New York Stock Exchange. The proceeds to the Company,
after deducting the underwriting fees and other expenses, were
approximately $97,000. On July 7, 1999, the Company used these proceeds,
together with $220,000 of bank borrowings under a new credit facility and
available cash, to redeem $320,000 aggregate principal amount of
outstanding subordinated debentures, after which, none of the subordinated
debentures were outstanding. The redemption of these subordinated
debentures resulted in a extraordinary charge to the statement of
operations of $3,162, net of tax. These charges related primarily to the
write-off of financing fees that had previously been deferred.

3.   Financing Arrangements
     ----------------------

As discussed in note 2, on July 7, 1999, the Company entered into a new
credit facility. The facility provides for maximum borrowings of $300
million; $150 million in the form of term loans and $150 million under a
revolving credit facility and is collateralized by substantially all of the
assets of the Company. The facility will bear interest, at the option of
the Company (which is reset on a periodic basis), at either of a formula
based off certain domestic interest rates or a formula based off the
Eurodollar rate. Such formulas may be impacted, from time to time, by
changes in the Company's defined leverage ratio. A commitment fee is also
payable for unused commitments under the revolving credit facility, which
also can vary, from time to time, based on changes in the Company's defined
leverage ratio.

Principal payments relating to the $150 million in term loans will commence
in December 1999 and will consist of quarterly installments ranging from
$7.5 million to $9.5 million to be paid through July 2004. No payments of
principal are due under the revolving credit borrowings until July 2004.
Accordingly, the following schedule presents the five year maturities of
current borrowings:

               Due in Fiscal:                  Principal Amount
               --------------                  ----------------
                   1999                             7,500
                   2000                            30,000
                   2001                            30,000
                   2002                            31,500
                   2003                            32,000
                Thereafter                         94,000

4.   Inventories
     -----------

Inventory quantities are substantiated through the completion of quarter
end physical inventory counts. Inventories are stated at the lower of cost
or market on a last-in first-out ("LIFO") basis.

The components of inventory were as follows:

                                             October 2,          December 31,
                                               1999                  1998
                                               ----                  ----
Finished Goods                              $25,327               $ 9,967
Work in process                                  93                   126
Raw materials                                 4,058                 2,816
                                            -------               -------
                                             29,478                12,909
Less LIFO Reserve                               427                   427
                                            -------               -------
Total Inventory                             $29,051               $12,482
                                            =======               =======

5.   Income Taxes
     ------------

The Company's effective tax rate in the third quarter of fiscal 1999 was
40%. The Company provides for income taxes at the end of each interim
period based on the estimated effective tax rate for a full fiscal year.
These financial statements also contain a pro forma calculation of tax
expense as if the Company had become a C Corporation on January 1, 1998.

6.   Earnings Per Share
     ------------------

Under SFAS No. 128, the Company provides dual presentation of earnings per
share ("EPS") on a basic and diluted basis. The computation of basic
earnings per share is based on the weighted average number of common shares
outstanding during the period. The computation of diluted earnings per
share includes the dilutive effect of common stock equivalents consisting
of certain shares subject to stock options. The Company's granting of
certain stock options resulted in the potential dilution of basic EPS. The
following summarizes the effects of the assumed issuance of anti-dilutive
securities on weighted-average shares.

<TABLE>
<CAPTION>
                                                    Thirteen            Three     Thirty-Nine             Nine
                                                 Weeks Ended     Months Ended     Weeks Ended     Months Ended
                                                  October 2,     September 30,      October 2,    September 30,
                                                        1999             1998            1999             1998
                                                        ----             ----            ----             ----

<S>                                                   <C>              <C>             <C>              <C>
Weighted average basic shares outstanding             52,884           47,778          48,851           70,139
Contingently returnable shares and shares
    issuable pursuant to stock option grants           1,777              831           1,990                -
                                                      ------           ------          ------           ------
Weighted average diluted shares outstanding           54,661           48,609          50,841           70,139
</TABLE>

7.   Comprehensive Income
     --------------------

The Company adopted SFAS 130, "Reporting Comprehensive Income" as of
December 31, 1998. Comprehensive income includes all changes in equity
during the period except those resulting from transactions with owners of
the Company. It has two components: net income and other comprehensive
income. Accumulated other comprehensive income reported on the Company's
Consolidated Balance Sheets consists of foreign currency translation
adjustments. Comprehensive income, net of related tax effects, is as
follows (in thousands):

<TABLE>
<CAPTION>
                                           Thirteen           Three    Thirty-Nine            Nine
                                        Weeks Ended    Months Ended    Weeks Ended    Months Ended
                                         October 2,   September 30,     October 2,   September 30,
                                               1999            1998           1999            1998
                                               ----            ----           ----            ----

<S>                                          <C>             <C>            <C>           <C>
Net income (loss)                            $3,767          $4,107         $8,429        $(46,949)
Translation adjustment                          214               -             99               -
                                             ------          ------         ------        --------
Total comprehensive income (loss)            $3,981          $4,107         $8,528        $(46,949)
                                             ======          ======         ======        ========
</TABLE>

8.   Segment Information
     -------------------

The Company has two reportable segments - retail and wholesale. Management
has changed the organization structure for purposes of presenting segment
information such that certain general and administrative costs previously
categorized as retail are now included in Unallocated/Corporate/Other.
These changes more accurately reflect the results of segment operations and
have been presented as such for the current and prior periods.

<TABLE>
<CAPTION>
                                                                                    Balance per
Thirteen Weeks                                            Unallocated/                Condensed
Ended                                                       Corporate/             Consolidated
October 2, 1999                Retail      Wholesale             Other     Financial Statements
---------------                ------      ---------             -----     --------------------

<S>                           <C>            <C>               <C>                      <C>
Net sales                     $24,484        $34,625                $0                  $59,109
Operating earnings              6,500         15,402           (6,252)                   15,650
Unallocated costs                   0              0             4,101                    4,101
Earning before taxes                0              0                 0                   11,549

<CAPTION>
                                                                                    Balance per
Three Months                                              Unallocated/                Condensed
Ended                                                       Corporate/             Consolidated
September 30, 1998            Retail       Wholesale             Other     Financial Statements
---------------                ------      ---------             -----     --------------------

<S>                           <C>            <C>               <C>                      <C>
Net sales                     $15,929        $27,682                $0                  $43,611
Operating earnings              4,825         12,507            (4,871)                  12,461
Unallocated costs                   0              0             5,837                    5,837
Earning before taxes                0              0                 0                    6,624

<CAPTION>
                                                                                    Balance per
Thirty-Nine Weeks                                         Unallocated/                Condensed
Ended                                                       Corporate/             Consolidated
October 2, 1999                Retail      Wholesale             Other      Financial Statements
---------------                ------      ---------             -----     --------------------

<S>                           <C>            <C>               <C>                      <C>
Net sales                     $57,930        $89,141                $0                 $147,071
Operating earnings             13,912         38,810          (18,514)                   34,208
Unallocated costs                   0              0            14,889                   14,889
Earning before taxes                0              0                 0                   19,319

<CAPTION>
                                                                                    Balance per
Nine Months                                               Unallocated/                Condensed
Ended                                                       Corporate/             Consolidated
September 30, 1998             Retail      Wholesale             Other      Financial Statements
---------------                ------      ---------             -----     --------------------

<S>                           <C>            <C>               <C>                      <C>
Net sales                     $39,614        $68,051                $0                 $107,665
Operating earnings (loss)      10,309         28,177          (74,087)                 (35,601)
Unallocated costs                   0              0            10,467                   10,467
Earning (loss) before taxes         0              0                 0                 (46,068)
</TABLE>
<PAGE>
Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations

RESULTS OF OPERATIONS - Thirteen and Thirty-nine weeks ended October 2, 1999
versus Three and Nine months ended September 30, 1998.

Net Sales
---------

Net sales increased 36% to $59.1 million for the thirteen weeks ended
October 2, 1999 from $43.6 million for the three months ended September 30,
1998 and increased 37% to $147.1 million for the thirty-nine weeks ended
October, 2 1999 from $107.7 million for the nine months ended September 30,
1998. This growth was achieved by increasing the number of retail stores,
increasing sales in existing retail stores and increasing sales to
wholesale customers.

Wholesale sales increased 25% to $34.6 million for the thirteen weeks ended
October 2, 1999 from $27.7 million for the three months ended September 30,
1998 and increased 31% to $89.1 million for the thirty-nine weeks ended
October 2, 1999 from $68.1 million for the nine months ended September 30,
1998. This growth was achieved primarily by increasing sales to existing
customers, adding new wholesale accounts and sales through our new European
distribution center.

Retail sales increased 54% to $24.5 million for the thirteen weeks ended
October 2, 1999 from $15.9 million for the three months ended September 30,
1998 and increased 46% to $57.9 million for the thirty-nine weeks ended
October 2, 1999 from $39.6 million for the nine months ended September 30,
1998. This growth was achieved by increasing the number of our retail
stores and increasing sales in existing retail stores. There were 96 retail
stores open as of October 2, 1999 compared to 54 retail stores open as of
September 30, 1998 and 62 retail stores open as of December 31, 1998.
Comparable store and mail-order hub sales for the thirteen weeks ended
October 2, 1999 increased 19% over the three months ended September 30,
1998 and increased 17% for the thirty-nine weeks ended October 2, 1999
compared to the nine months ended September 30, 1998. There were 52 retail
stores included in our comparable store base as of October 2, 1999.

Gross Profit
------------

Gross profit increased 37% to $33.2 million for the thirteen weeks ended
October 2, 1999 from $24.3 million for the three months ended September 30,
1998 and increased 38% to $81.8 million for the thirty-nine weeks ended
October 2, 1999 from $59.1 million for the nine months ended September 30,
1998. This increase was attributable to the increase in sales. As a
percentage of sales, gross profit increased to 56.2% for the thirteen weeks
ended October 2, 1999 from 55.7% for the three months ended September 30,
1998. Gross profit was 55.6% for the thirty-nine weeks ended October 2,
1999 and 54.9% for the nine months ended September 30, 1998. The increase
in the gross profit rate for the quarter was attributable to a shift in
sales mix. Retail sales, which generate a higher gross profit than
wholesale sales, were 41.4% of total net sales for the thirteen weeks ended
October 2, 1999 compared to 36.5% of total net sales for the three months
ended September 30, 1998. The year-to-date increase in gross profit percent
is also the result of a shift in sales mix as Retail sales were 39.4% of
total net sales for the thirty-nine weeks ended October 2, 1999 as compared
to 36.8% for the nine months ended September 30, 1998.

Selling Expenses
----------------

Selling expenses increased 63.8% to $11.3 million for the thirteen weeks
ended October 2, 1999 from $6.9 million for the three months ended
September 30, 1998 and increased 41.3% to $29.1 million for the thirty-nine
weeks ended October 2, 1999 from $20.6 million for the nine months ended
September 30, 1998. These expenses are related to both our wholesale and
retail operations and consist of payroll, occupancy, advertising and other
operating costs. For the nine month period, excluding the commission paid
to independent manufacturer representatives in the first quarter of 1998,
the last of such payments, selling expenses increased 57.3% to $29.1
million in 1999 from $18.5 million in 1998. As a percentage of sales,
selling expenses increased to 19.2% for the thirteen weeks ended October 2,
1999 from 15.9% for the three months ended September 30, 1998 and increased
to 19.8% for the thirty-nine weeks ended October 2, 1999 from 19.1% for the
nine months ended September 30, 1998. As a percentage of sales, selling
expenses excluding commissions paid to independent manufacturer
representatives, increased to 19.8% for the thirty-nine weeks ended October
2, 1999 from 17.2% for the nine months ended September 30, 1998. The
increase in selling expense in dollars and as a percentage of sales for the
quarter was primarily related to the continued growth in the number of
retail stores we operated from 54 as of September 30, 1998 to 96 as of
October 2, 1999 and costs associated with our new European distribution
center. The increase in selling expense for the nine month period was
primarily related to the continued growth in the number of retail stores we
operated and costs associated with our new European distribution center.

General And Administrative Expenses
-----------------------------------

General and administrative expenses, which consist primarily of
personnel-related costs incurred in the administration of support
functions, increased 28.6% to $6.3 million for the thirteen weeks ended
October 2, 1999 from $4.9 million for the three months ended September 30,
1998, and increased 44.5% to $18.5 million for the thirty-nine weeks ended
October 2, 1999 from $12.8 million for the nine months ended September 30,
1998. As a percentage of sales, general and administrative expenses
decreased to 10.6% for the thirteen weeks ended October 2, 1999 from 11.2%
for the three months ended September 30, 1998 and increased to 12.6% for
the thirty-nine weeks ended October 2, 1999 from 11.9% for the nine months
ended September 30, 1998. The decrease in general and administrative
expenses as a percentage of sales for the quarter ended October 2, 1999 was
attributable to the Company's leveraging of such costs over a larger sales
base. The increase in general and administrative expense in dollars and as
a percentage of sales for the nine month period was primarily caused by
investments in building our organizational infrastructure.

Operating Margins
-----------------

Operating margins for our wholesale segment were $15.4 million or 44.5% of
wholesale sales for the thirteen weeks ended October 2, 1999 compared to
$12.5 million or 45.2% of wholesale sales for the three months ended
September 30, 1998. The wholesale operating margin decline as a percentage
of sales was entirely attributable to our start-up European operation.
Operating margins for our wholesale operations were $38.8 million or 43.5%
of wholesale sales for the thirty-nine weeks ended October 2, 1999 compared
to $28.2 million or 41.4% of wholesale sales for the nine months ended
September 30, 1998. The increase in wholesale operating margin dollars for
the nine month period was entirely attributable to the increase in sales.
The wholesale operating margin increase as a percentage of sales for the
nine month period was primarily attributable to higher sales and to the
elimination of commissions paid to independent manufacturer
representatives.

Operating margins for our retail segment were $6.5 million or 26.5% of
retail sales for the thirteen weeks ended October 2, 1999 compared to $4.8
million or 30.3% of retail sales for the three months ended September 30,
1998. Retail operating margins were $13.9 million or 24.0% of retail sales
for the thirty-nine weeks ended October 2, 1999 compared to $10.3 million
or 26.0% of retail sales for the nine months ended September 30, 1998. The
decrease in retail operating margin rate for the quarter and the nine
months was entirely attributable to the preopening expenses associated with
the opening of new stores and the initial higher operating expenses as a
percentage of sales of these stores. Because new stores typically generate
lower sales than the Company average, the fixed cost component results in
higher store operating and selling expenses as a percentage of sales in
these stores during their start-up period. The Company opened 11 stores
during the thirteen weeks ended October 2, 1999 compared to 2 during the
three months ended September 30, 1998. For the thirty-nine weeks ended
October 2, 1999 the Company opened 34 stores compared to 7 during the nine
months ended September 30, 1998.

Net Other Income (Expense)
--------------------------

Net other expense was $4.1 million for the thirteen weeks ended October 2,
1999 compared to $5.8 million for the three months ended September 30, 1998
and was $14.9 million for the thirty-nine weeks ended October 2, 1999
compared to $10.5 million for the nine months ended September 30, 1998. The
primary component of the expense in each of these periods was interest
expense. Interest expense in the thirteen weeks ended October 2, 1999 was
down compared to the three months ended September 30, 1998 due to a
decrease in total borrowings by the Company. Proceeds from the Company's
July 1, 1999 initial public offering together with available cash and
$220.0 million of bank borrowings under a new credit facility were used to
redeem the $320.0 million subordinated debentures on July 7, 1999, thereby
reducing debt by approximately $100 million. Interest expense declined
subsequent to July 7, 1999 as a result of the debt reduction. Interest
expense increased in the thirty-nine weeks ended October 2, 1999 compared
to the nine months ended September 30, 1998 because of decreased borrowing
levels in the first four months of 1998. In connection with the 1998
recapitalization, the Company issued $320.0 million in subordinated
debentures in April 1998, which resulted in significantly higher interest
expense subsequent to this borrowing.

Liquidity And Capital Resources
-------------------------------

Cash and cash equivalents decreased by $24.2 million as compared to
December 31, 1998. This decrease was partially attributable to cash used in
operating activities of $4.0 million, which includes a seasonal increase in
inventories. Capital expenditures for the thirty-nine week period ended
October 2, 1999 were $18.5 million, primarily related to the capital
requirements to open 34 new stores and investments in manufacturing
equipment to meet increased production requirements.

The Company opened 34 stores during the thirty-nine weeks ended October 2,
1999 and expects to open approximately 6 additional stores in the last
quarter of fiscal 1999. Management estimates that the Company's cash
requirements, including pre-opening expenses, leasehold improvements and
fixtures, will be approximately $0.25 million for each new store.
Accordingly, the Company expects to use approximately of $1.5 million for
store openings during the last quarter of fiscal 1999. In addition, the
Company plans to continue to make investments in manufacturing equipment,
information systems, distribution centers and store remodels to improve
operational efficiencies and customer service. The Company expects to meet
these cash requirements through a combination of available cash and
operating cash flow.

Subsequent to the Company's Initial Public Offering (see note 2), the
Company terminated it's existing revolving credit facility and entered into
a new credit facility with a syndicate of banks and other financial
institutions. The credit facility consists of $150.0 million of term loans
and a $150.0 million revolving credit facility. All of the term loans and
the loans under the revolving credit facility will bear interest, at our
option, at either of a formula based off certain domestic interest rates or
a formula based off the Eurodollar rate.

We also pay a commitment fee for the daily average unused commitment under
the revolving credit facility. The commitment fee is (a) 0.375% for the
first six months after July 7, 1999 and (b) after this period, based on a
pricing grid depending on our specified leverage ratio at that time. The
commitment fee will be payable quarterly in arrears and upon the final
maturity of the revolving credit facility. In addition, we will pay fees
for each letter of credit issued under the credit facility.

Beginning December 31, 1999, term loans under the credit facility totaling
$150.0 million will amortize in quarterly installments. The revolving
credit facility will mature five years after July 7, 1999.

As of October 2, 1999, the Company was in compliance with all of its
covenants under the credit facility. Available borrowings under the
facility were $75.0 million.

The Company expects that its current cash and cash equivalents and funds
available under its revolving credit and term loan facility will be
sufficient to fund its planned store openings and other recurring
operational cash needs for the next twelve months.

Impact Of Inflation
-------------------

We do not believe inflation has a significant impact on our operations. The
prices of our products have not varied based on the movement of the
consumer price index. The majority of our material and labor costs are not
materially affected by inflation.

Year 2000 Compliance
--------------------

Many existing computer programs use only two digits to identify a year in
the date field. These programs were designed and developed without
considering the impact of the upcoming change in the century. If not
corrected, many computer applications could fail or create erroneous
results by or at the Year 2000. The Year 2000 issue affects virtually all
companies and organizations.

We have established a project team to coordinate and address Year 2000
issues. This team is focusing its efforts on three areas:

     - information systems software and hardware,
     - facilities and distribution equipment, and
     - third-party relationships.

We have implemented a systematic program to identify the areas where we
believe we are exposed to Year 2000 issues. Key information systems that
have been identified as critical to our operations include:

     - inventory systems, including tracking inventory through the
       manufacturing process and facilitating the picking of orders;
     - order entry and accounts receivable systems, which allow us to enter
       orders from our customers, bill our customers and track amounts
       owing from them;
     - Masterpiece application systems, which control our general ledger,
       purchasing and accounts payable activities;
     - a catalog system, which allows us to conduct catalog operations;
     - a payroll system; and
     - network systems, including our internal network and office suite of
      products.

  Our program with regard to information systems consists of three phases:
     - an assessment phase which takes inventory of all major information
       and non-information systems;
     - a remediation phase which fixes Year 2000 issues identified in the
       assessment phase; and
     - a testing phase which tests the systems on a stand-alone and
       integrated basis and, where applicable, completes final remediation.


<TABLE>
<CAPTION>
                                                                                       Anticipated/Actual
                                                   Assessment          Remediation          Testing
System                       Comments            Completion Date     Completion Date    Completion Date

<S>                     <C>                         <C>               <C>                 <C>
Inventory systems       New programs; written       May, 1999         May, 1999           Completed
                         with four digits or
                         purchased
                         and certified by vendors
                         as Year 2000 compliant

Order entry and
accounts receivable    Combination of new           January, 1999     January, 1999       December, 1999
                        programs and legacy
                        programs

Masterpiece
  Applications         Certified by vendor as       January, 1999     January, 1999       Completed
                        Year 2000 compliant

Catalog system         In-house application         January, 1999     January, 1999       Completed
                        written in four digits

Payroll system         Payroll services             September, 1998   April, 1999         Completed
                        provided by third
                        party service bureau
                        that has certified
                        Year 2000 compliance

Network                Certified by vendor as       April, 1999       November, 1999      November, 1999
                        Year 2000 compliant
                        or patches to be
                        provided
</TABLE>


Certifications have been requested and received from all software and
hardware vendors that are integral to the above-described systems.

Year 2000 exposures have been anticipated by our information systems
department over the last five years. Over that time period, virtually all
of our internally developed systems described above have been rewritten. In
addition , new hardware has been purchased. These changes are part of our
on-going program to improve our information systems. Our information
systems budget has therefore not had a separate Year 2000 component.
Rather, Year 2000 remediation has been a part of our improvement strategy.
Therefore, we have not had to defer any information technology projects due
to our Year 2000 efforts. Only in the latter part of fiscal 1998 has a
separate budget line item been identified for our Year 2000 efforts. Our
identified expenditures with regard to this effort have been $110,000. We
anticipate incurring an additional $25,000 in costs through year end to
complete our remediation and testing efforts. These specific costs are
being expensed as incurred.

The non-information systems, which may be affected by the Year 2000 issue,
include our equipment control systems including large tank monitors and
candle making machinery as well as internal building systems. We tested our
facilities and manufacturing and distribution equipment during our annual
shutdown in June 1999. Testing will continue through the fourth quarter of
1999.

We have approximately 60 vendors that are integral to our business. Letters
were sent to these vendors requesting that they confirm their Year 2000
compliance status. The Company has received a 98% response to date with all
vendors but one confirming Year 2000 compliance by December 31, 1999.
Because we have so little concentration of sales with any one customer, no
customer confirmation letters have been circulated.

We have not experienced any Year 2000 related problems to date; therefore,
we have not lost any revenues.

We believe that a worst case Year 2000 scenario for us would involve a
complete failure in the basic infrastructure of the United States. In
particular, should shipping services such as UPS, RPS and common carriers
fail, we would be unable to obtain raw materials to produce our products
and would be unable to ship our products to customers and retail locations.
Similarly, if utility providers failed to provide electricity and other
basic services, we would be unable to produce or sell our products.

Based on our assessment efforts to date and barring the worst case scenario
described above, we do not believe that the Year 2000 issue will have a
material adverse effect on our financial condition or results of
operations. We believe that we will have the ability to process
transactions, whether they involve paying our employees, procuring material
from vendors or invoicing our customers, using our existing data processing
systems. We believe that our manufacturing processes are not subject to
substantial Year 2000 risk because, if a piece of equipment fails because
of a date dependency, alternative product routing within our plant can be
made.

Our ability to obtain raw materials is dependent on third parties. While we
do have primary vendors for our raw materials we believe that the materials
being provided are readily available from other vendors. Therefore, should
a specific vendor fail because of a Year 2000 compliance issue, the
materials being delivered by this vendor can be readily replaced. Our
substantial network of wholesale accounts and our growing number of retail
locations have led us to conclude that exposures in our ultimate sales
channels are not material.

For the above reasons, no contingency plan has been developed as it relates
to materials procurement or sales channels. Testing that remains to be
completed as of November 16, 1999 is limited to report presentation in order
entry and accounts receivable and continued scheduled maintenance
procedures on the Company's internal network. If unforeseen difficulties
arise in bringing these two areas into Year 2000 compliance we will
reconsider developing a contingency plan.

Our assessment of our Year 2000 compliance is based on numerous assumptions
about future events, including third party Year 2000 compliance plans and
other factors. However, we cannot guarantee that this assessment is correct
and actual results could differ materially from those anticipated.



Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------

Our market risks relate primarily to changes in interest rates. We bear
this risk in two specific ways. First, we have debt outstanding. At October
2, 1999, we had $225.0 million of debt outstanding, which consisted of
$150.0 million in term loans and $75.0 million from our revolving credit
facility. Because this debt carries a variable interest rate pegged to
market indices, our statement of operations and our cash flows are exposed
to changes in interest rates.

The second component of interest rate risk involves the short-term
investment of excess cash. This risk impacts fair values, earnings and cash
flows. Excess cash is primarily invested in overnight repurchase agreements
backed by U.S. Government securities. These are considered to be cash
equivalents and are shown that way on our balance sheet. Our average
balance in such securities was approximately $15.1 million during the
thirty-nine weeks ended October 2, 1999. Earnings from these cash
equivalents totaled $0.6 million for the thirty-nine weeks ended October 2,
1999.

We buy a variety of raw materials for inclusion in our products. The only
raw material that we consider to be of a commodity nature is wax. Wax is a
petroleum-based product, however, its market price has not historically
fluctuated with the movement of oil prices. Rather, over the past five
years wax prices have moved with inflation.

At this point in time, our operations outside of the United States are
immaterial. Accordingly, we are not exposed to substantial risks arising
from foreign currency exchange rates.
<PAGE>
                         PART II. OTHER INFORMATION

Item 1.   Legal Proceedings
          Not Applicable

Item 2.   Changes in Securities and Use of Proceeds

          On July 6, 1999, the Articles of Organization of The Yankee
          Candle Company, Inc. (the "Company") was amended to change the
          capitalization of the Company to: 300,000,000 shares of common
          stock, $.01 par value per share, and 100,000,000 shares of
          preferred stock, $.01 par value. Previously outstanding shares of
          the Company's old common stock, no par value, were exchanged for
          shares of the Company's new common stock, $.01 par value per
          share, at a ratio of 1 : 98,005. This transaction was exempt from
          registration pursuant to Section 4(2) of the Securities Act of
          1933, because the securities were issued to a small group of
          existing stockholders of the Company and its parent in a
          transaction not involving a public offering.

Item 3.   Defaults Upon Senior Securities
          Not Applicable

Item 4.   Submission of Matters to a Vote of Security Holders
          Not Applicable

Item 5.   Other Information
          Not Applicable

Item 6.   Exhibits and Reports on Form 8-K
          Not Applicable
         (a) Exhibits
             Exhibit 27 - Financial Data Schedule
             Exhibit 99 - Forward-Looking Information

         (b) Reports on Form 8-K
             Not Applicable
<PAGE>
                                 SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


                                            THE YANKEE CANDLE COMPANY, INC.


                                             /s/ Robert R. Spellman
                                            ---------------------------------
Date:  November 16, 1999            By:     Robert R. Spellman
     --------------------                   Senior Vice President and
                                               Chief Financial Officer
                                               (Principal Financial Officer)