SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                                FORM 10-Q/A

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

For the quarterly period ended:     July 3, 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
  incorporation or organization)                     Identification No.)


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 54,513,961 shares of Common Stock, par value $.01,
outstanding as of August 9, 1999.

---------------------------------------------------------------------------

This Form 10-Q/A is being filed solely to correct a transposition error
within the Company's Condensed Consolidated Statement of Operations filed
as part of the Form 10-Q for the quarter ended July 3, 1999. The general
and administrative expenses for the thirteen weeks ended July 3, 1999 were
presented in the prior year period ended June 30, 1998, and the general and
administrative expenses for the three months ended June 30, 1998 were
presented in the current year period ended July 3, 1999. All totals and
subtotals as originally presented were accurate.


<PAGE>


                      THE YANKEE CANDLE COMPANY, INC.
                  FORM 10-Q/A - Quarter Ended July 3, 1999
                                   Index

PART I.   Financial Information                                Page Number

Item 1.   Financial Statements

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

          Unaudited Condensed  Consolidated  Statements               4
          of Operations  for  the Thirteen  Weeks Ended
          July 3, 1999 and the Three  Months Ended June
          30, 1998, and the Twenty Six Weeks Ended July
          3,  1999 and the Six  Months  Ended  June 30,
          1998

          Unaudited Condensed  Consolidated  Statements               5
          of Cash  Flows  for  the   Twenty  Six  Weeks
          Ended July 3, 1999 and the Six  Months  Ended
          June 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 2.   Changes in Securities and Use of Proceeds                   15

Item 4.   Submission  of  Matters to a Vote of                        15
          Security Holders

Item 6.   Exhibits and Reports on Form 8-K                            15

          Signatures                                                  16


<PAGE>


PART I.     Financial Information

Item 1.     Unaudited Condensed Consolidated Financial Statements

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

                                          July 3, 1999    December 31, 1998
                                          ------------    -----------------
ASSETS

Current Assets:
  Cash and cash equivalents                    $12,149          $ 30,411
  Accounts receivable
     Less allowances of $505 and $450            7,581             8,546
  Stock subscription receivable                101,206                 -
  Inventory                                     26,177            12,482
  Prepaid expenses and other current assets      2,492               855
  Deferred tax assets                            1,541             1,542
                                                 -----             -----
     Total current assets                      151,146            53,836

  Property, Plant And Equipment (Net)           56,503            48,315
  Marketable Securities                            698               856
  Classic Vehicles                                 874               874
  Deferred Financing Costs                       6,162             6,566
  Deferred Tax Assets                          164,474           164,474
  Other Assets                                     450               424
                                                   ---               ---

     Total Assets                             $380,307          $275,345
                                              ========          ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current Liabilities
  Accounts payable                             $11,453           $13,287
  Accrued interest                               1,984             1,895
  Accrued payroll                                4,369             4,768
  Accrued income taxes                           2,052                 -
  Other accrued liabilities                      5,366             2,982
                                                 -----             -----
     Total current liabilities                  25,224            22,932

  Deferred Compensation Obligation                 766             1,004
  Long-Term Debt                               320,000           320,000

Stockholders' Equity (Deficit)
  Common Stock, $.01 par value per share,
     300,000 shares authorized; 98,005
     issued; 54,499 and 48,445 shares
     outstanding at 1999 and 1998,
     respectively                                1,041               980
  Additional paid-in capital                   225,277           126,610
  Treasury stock, 49,560 shares in 1999 and
     49,560 shares in 1998, at cost           (212,989)         (212,448)
  Retained earnings                             23,808            19,048
  Capital subscription receivable                 (750)           (1,084)
  Unearned stock compensation                   (1,956)           (1,698)
  Accumulated other comprehensive income (loss)   (114)                1
                                                ------          --------
     Total stockholders' equity (deficit)       34,317            68,591)
                                                ------          --------

Total Liabilities And Stockholders Equity     $380,307          $275,345
                                              ========          ========



See notes to Condensed Consolidated Financial Statements


<PAGE>


               THE YANKEE CANDLE COMPANY, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   (in thousands, except per share data)
                                (Unaudited)

                                                           Twenty
                                  Thirteen     Three         Six         Six
                                    Weeks      Months       Weeks       Months
                                    Ended      Ended        Ended       Ended
                                   July 3,    June 30,     July 3,     June 30,
                                    1999        1998         1999        1998
                                  --------    --------     -------     -------


Net sales                         $ 41,372    $ 28,742     $87,962    $ 64,055
Cost of goods sold                  18,605      12,835      39,409      29,235
                                    ------      ------      ------      ------

Gross profit                        22,767      15,907      48,553      34,820
Selling expenses                     9,224       6,186      17,733      13,666
General and administrative
 expenses                            6,049       3,946      12,262       7,952
Bonus related to the
 recapitalization                        -      61,263           -      61,263
                                     -----      ------      ------      ------

Income (loss) from operations        7,494     (55,488)     18,558     (48,061)

Interest income                       (206)        (33)       (496)        (81)
Interest expense                     5,611       4,309      11,379       4,678
Other (income) expense                 (51)         44         (95)         33
                                      ----          --        ----          --

Income (loss) before provision
  (benefit) for income taxes         2,140     (59,808)      7,770     (52,691)
Provision (benefit) for income
  taxes                                856      (1,636)      3,108      (1,636)
                                       ---     -------       -----     -------

Net income (loss)                  $ 1,284  $  (58,172)    $ 4,662   $ (51,055)
                                   =======  ==========     =======   =========

Historical basic earnings
  (loss) per share                  $ 0.03     $ (0.90)     $ 0.10     $ (0.63)
Historical diluted earnings
  (loss) per share                  $ 0.03     $ (0.90)     $ 0.10     $ (0.63)
Proforma benefit for income taxes              (22,727)                (20,023)
Proforma net loss                            $ (37,081)              $ (32,668)
Proforma basic loss per share                  $ (0.57)                $ (0.40)
Proforma diluted loss per share                $ (0.57)                $ (0.40)
Weighted average basic
  shares outstanding                46,848      64,752      46,839      81,378
Weighted average diluted
  shares outstanding                49,034      64,752      48,935      81,378


See notes to Condensed Consolidated Financial Statements


<PAGE>


               THE YANKEE CANDLE COMPANY, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (in thousands)
                                (Unaudited)

                                      Twenty Six Weeks        Six Months
                                                 Ended             Ended
                                          July 3, 1999     June 30, 1998
                                          ------------     -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                           $  4,662        $  (51,055)

  Adjustments to reconcile net income
   to net cash provided by (used in)
   operating activities:
   Depreciation and amortization                 2,741             2,070
   Unrealized (gain)/loss on marketable
     equity securities                               3                (8)
   Non-cash stock compensation                     565                 -
   Loss on disposal of fixed assets
     and classic vehicles                            8                36

  Changes in assets and liabilities
   Accounts receivable-net                         933               (38)
   Inventory                                   (13,852)           (7,929)
   Prepaid expenses and other assets            (1,707)              (68)
   Accounts payable                             (1,841)              781
   Accrued expenses and other liabilities        1,518               839
                                               -------          --------
Net cash used in operating activities           (6,970)          (55,372)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment           (10,570)           (2,829)
  Proceeds from sale of property and
    equipment                                       26               772
  Purchase of marketable equity securities        (255)             (241)
  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          (10,389)              (23)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long term borrowings                 -           312,695
  Principal payments on long-term debt
    and capital lease obligations                    -            (7,954)
  Payments for deferred financing costs              -            (7,115)
  Payments for expenses related to the sale
    of common stock                               (834)                -
  Payments for redemption of common stock         (540)         (228,950)
  Proceeds from repayment on capital
    subscription receivable                        334                 -
  Distributions to stockholder                       -           (16,884)
                                               -------          --------
Net cash provided by (used in) financing
   activities                                   (1,040)           51,792

EFFECT OF EXCHANGE RATE ON CASH                    137                 -
NET DECREASE IN CASH AND CASH EQUIVALENTS      (18,262)           (3,603)
CASH AND CASH EQUIVALENTS, BEGINNING OF
   PERIOD                                       30,411             7,377
                                               -------          --------
CASH AND CASH EQUIVALENTS, END OF PERIOD       $12,149            $3,774
                                               =======          ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
  Interest                                     $11,277              $882
  Income taxes                                    $620                $-

NON-CASH TRANSACTION:
At July 3, 1999 the Company had a subscription receivable totaling $101,206
related to the sale of common stock and the exercise of options. This
resulted in an increase in common stock and additional paid in capital of
$61 and $98,762 respectively. The subscription is net of $7,020 in fees.

See notes to Condensed Consolidated Financial Statements


             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 13 weeks ended July 3,
1999 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.

Principles Of Consolidation
---------------------------
The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated.

Accounting Estimates
--------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

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
   -----------------------

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 $98,600. 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.

3. Recapitalization And Financings
   -------------------------------

On March 25, 1998, the Company entered into a Recapitalization Agreement
with Yankee Candle Holdings Corp. ("Holdings"), Michael Kittredge ("MK"),
and affiliates of Forstmann Little & Co. ("FL&Co."). On April 27, 1998, in
connection with the recapitalization, the Company (i) redeemed (the
"Redemption") a portion of its common stock held by MK for approximately
$200,000; (ii) paid transaction fees and expenses, including financing
fees, of approximately $19,550; (iii) repaid existing indebtedness of
approximately $49,300; and (iv) paid bonuses related to the
recapitalization of approximately $61,263. In addition, Holdings acquired
shares of common stock from MK for approximately $180,000. This purchase
was financed by the issuance of Holdings' common stock to FL&Co. and senior
management. Upon completion of this series of transactions (the
"Recapitalization"), Holdings owned 90% of the common stock and MK retained
10% of the common stock of the Company.

The Redemption and related transactions described above were financed
through the issuance of $320,000 of subordinated notes (the "Subordinated
Debentures"). In addition, the Company entered into a credit agreement with
a consortium of banks that provided for a $60,000 revolving credit
facility. The Company borrowed $2,500 under this revolving credit facility.

The Company incurred financing costs of approximately $7,100, which were
recorded as deferred financing costs. In addition, the Company incurred
approximately $12,450 of transaction costs related to the Recapitalization,
which were charged to treasury stock.

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:

                                          July 3, 1999    December 31, 1998
                                          ------------    -----------------

Finished Goods                                 $22,824              $ 9,967
Work in process                                     72                  126
Raw materials                                    3,708                2,816
                                                 -----                -----
                                                26,604               12,909
Less LIFO Reserve                                  427                  427
Total Inventory                               $ 26,177             $ 12,482
                                              --------             --------

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

The Company's effective tax rate in the second 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      Twenty Six               Six
                               Weeks Ended      Months Ended     Weeks Ended      Months Ended
                              July 3, 1999     June 30, 1998    July 3, 1999     June 30, 1998
                              ------------     -------------    ------------     -------------

<S>                                 <C>             <C>             <C>               <C>

Weighted average basic
  shares outstanding                46,848          64,752          46,839            81,378
Contingently returnable
  shares and shares issuable
  pursuant to stock option
  grants                             2,186               -           2,096                 -
Weighted average diluted
  shares outstanding                49,034          64,752          48,935            81,378
</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      Twenty Six               Six
                               Weeks Ended      Months Ended     Weeks Ended      Months Ended
                              July 3, 1999     June 30, 1998    July 3, 1999     June 30, 1998
                              ------------     -------------    ------------     -------------

<S>                                <C>            <C>               <C>             <C>

Net income                         $ 1,284        $ (58,172)        $ 4,662         $ (51,055)
Translation adjustment                (112)               -            (115)                -
                                     -----                -           -----                 -
Total comprehensive income         $ 1,172        $ (58,172)        $ 4,547         $ (51,055)
</TABLE>

8. Segment Information
   -------------------
The Company has two reportable segments - retail and wholesale.

<TABLE>
<CAPTION>
                                                                                              Balance per
                                                                   Unallocated/                 Condensed
Thirteen Weeks                                                       Corporate/              Consolidated
Ended July 3, 1999                        Retail      Wholesale          Other       Financial Statements
------------------                        ------      ---------          -----       --------------------
<S>                                      <C>            <C>             <C>                       <C>
Net sales                                $16,418        $24,954             $0                    $41,372
Operating earnings                         1,016         10,614         (4,136)                     7,494
Unallocated costs                              0              0          5,354                      5,354
Earning before taxes                           0              0              0                      2,140
</TABLE>

<TABLE>
<CAPTION>
                                                                                              Balance per
                                                                   Unallocated/                 Condensed
Three Months                                                         Corporate/              Consolidated
Ended June 30, 1999                       Retail      Wholesale          Other       Financial Statements
-------------------                       ------      ---------          -----       --------------------
<S>                                      <C>            <C>            <C>                        <C>
Net sales                                $12,062        $16,680             $0                    $28,742
Operating earnings                           983          7,281        (63,752)                   (55,488)
Unallocated costs                              0              0          4,320                      4,320
Earning before taxes                           0              0              0                    (59,808)
</TABLE>

<TABLE>
<CAPTION>
                                                                                              Balance per
                                                                   Unallocated/                 Condensed
Twenty Six                                                           Corporate/              Consolidated
Ended July 3, 1999                        Retail      Wholesale          Other       Financial Statements
------------------                        ------      ---------          -----       --------------------
<S>                                      <C>            <C>             <C>                       <C>
Net sales                                $33,445        $54,517             $0                    $87,962
Operating earnings                         3,790         23,410         (8,642)                    18,558
Unallocated costs                              0              0         10,788                     10,788
Earning before taxes                           0              0              0                      7,770
</TABLE>

<TABLE>
<CAPTION>
                                                                                              Balance per
                                                                   Unallocated/                 Condensed
Six Months                                                           Corporate/              Consolidated
Ended June 30, 1999                       Retail      Wholesale          Other       Financial Statements
-------------------                       ------      ---------          -----       --------------------
<S>                                      <C>            <C>            <C>                       <C>
Net sales                                $23,685        $40,370             $0                    $64,055
Operating earnings                         2,472         15,696        (66,229)                   (48,061)
Unallocated costs                              0              0          4,630                      4,630
Earning before taxes                           0              0              0                    (52,691)
</TABLE>


<PAGE>


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

RESULTS OF OPERATIONS

Net Sales
---------

Net sales increased 44% to $41.4 million for the thirteen weeks ended July
3, 1999 from $28.7 million for the three months ended June 30, 1998; and
increased 37% to $88.0 million for the twenty-six weeks ended July 3, 1999
from $64.1 million for the six months ended June 30, 1998. This growth was
achieved by increasing the number of our retail stores, and increasing
sales in existing retail stores and to wholesale customers.

Wholesale sales increased 50% to $25.0 million for the thirteen weeks ended
July 3, 1999 from $16.7 million for the three months ended June 30, 1998;
and increased 35% to $54.5 million for the twenty-six weeks ended July 3,
1999 from $40.4 million for the six months ended June 30, 1998. This growth
was achieved primarily by increasing sales to existing customers, adding
new wholesale accounts and initiating sales through our new European
distribution center.

Retail sales increased 36% to $16.4 million for the thirteen weeks ended
July 3, 1999 from $12.1 million for the three months ended June 30, 1998;
and increased 41% to $33.4 million for the twenty-six weeks ended July 3,
1999 from $23.7 million for the six months ended June 30, 1998. This growth
was achieved by increasing the number of our retail stores and increasing
sales in existing retail stores. There were 85 retail stores open as of
July 3, 1999 compared to 52 retail stores open as of June 30, 1998 and 62
retail stores open as of December 31, 1998. Comparable store and mail-order
hub sales for the thirteen weeks ended July 3, 1999 increased 12% over the
three months ended June 30, 1998, and increased 15% for the twenty-six
weeks ended July 3, 1999 compared to the six months ended June 30, 1998.
There were 52 retail stores included in our comparable store base as of
July 3, 1999, and four of these stores were included for less than the full
period.

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

Gross profit increased 43% to $22.8 million for the thirteen weeks ended
July 3, 1999 from $15.9 million for the three months ended June 30, 1998;
and increased 40% to $48.6 million for the twenty-six weeks ended July 3,
1999 from $34.8 million for the six months ended June 30, 1998. This
increase was entirely attributable to the increase in sales. As a
percentage of sales, gross profit decreased to 55.0% for the thirteen weeks
ended July 3, 1999 from 55.3% for the three months ended June 30, 1998; and
increased to 55.2% for the twenty-six weeks ended July 3, 1999 from 54.4%
for the six months ended June 30, 1998. The decline in the gross profit
rate for the quarter was entirely attributable to sales mix. Wholesale
sales, which generate a lower gross profit than retail sales, were 60.3% of
total net sales for the thirteen weeks ended July 3, 1999; and were 58.0%
of total net sales for the three months ended June 30, 1998. The increase
in gross profit rate for the six month period reflects improved gross
profit rates in both wholesale and retail operations. Additionally, retail
sales, which generate a higher gross profit than wholesale sales, were
38.0% of total net sales for the twenty-six weeks ended July 3, 1999; and
were 37.0% of total net sales for the six months ended June 30, 1998.

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

Selling expenses increased 48.4% to $9.2 million for the thirteen weeks
ended July 3, 1999 from $6.2 million for the three months ended June 30,
1998; and increased 29.2% to $17.7 million for the twenty-six weeks ended
July 3, 1999 from $13.7 million for the six months ended June 30, 1998.
These expenses are related to both our wholesale and retail operations and
consist of payroll, advertising, occupancy and other operating costs. For
the six month period, excluding the commission paid to independent
manufacturers representatives in the first quarter of 1998, the last of
such payments, selling expenses increased 52.6% to $17.7 million in 1999
from $11.6 million in 1998. As a percentage of sales, selling expenses
increased to 22.3% for the thirteen weeks ended July 3, 1999 from 21.5% for
the three months ended June 30, 1998. As a percentage of sales, selling
expenses excluding commissions paid to independent manufacturers
representatives, increased to 20.2% for the twenty-six weeks ended July 3,
1999 from 18.1% for the six months ended June 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 52 as of June 30, 1998 to 85 as of July 3, 1999 and costs
associated with our new European distribution center. The increase in
selling expense for the six month period was primarily related to the
continued growth in the number of retail stores we operated, investment in
wholesale promotional programs 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 53.8% to $6.0 million for the thirteen weeks ended July 3, 1999
from $3.9 million for the three months ended June 30, 1998, and increased
53.8% to $12.3 million for the twenty-six weeks ended July 3, 1999 from
$8.0 million for the six months ended June 30, 1998. As a percentage of
sales, general and administrative expenses increased to 14.6% for the
thirteen weeks ended July 3, 1999 from 13.7% for the three months ended
June 30, 1998 and increased to 13.9% for the twenty-six weeks ended July 3,
1999 from 12.4% for the six months ended June 30, 1998. The increase in
general and administrative expense in dollars and as a percentage of sales
for the three and six month periods was primarily caused by investments in
building our organizational infrastructure, and $0.6 million of consulting
expenses recorded in the first quarter of 1999.

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

Operating margins for our wholesale operations were $10.6 million or 42.5%
of wholesale sales for the thirteen weeks ended July 3, 1999 compared to
$7.3 million or 43.7% of wholesale sales for the three months ended June
30, 1998. The increase in wholesale operating margin dollars for the
quarter was entirely attributable to the increase in sales. The decrease in
wholesale operating margin rate for the quarter was primarily attributable
to costs associated with our new European distribution center. Operating
margins for our wholesale operations were $23.4 million or 42.9% of
wholesale sales for the twenty-six weeks ended July 3, 1999 compared to
$15.7 million or 38.9% of wholesale sales for the six months ended June 30,
1998. The wholesale operating margin increase for the six month period was
primarily attributable to higher sales and to the elimination of
commissions paid to independent manufacturer representatives.

Operating margins for retail operations were $1.0 million or 6.2% of retail
sales for the thirteen weeks ended July 3, 1999 compared to $1.0 million or
8.1% of retail sales for the three months ended June 30, 1998. The decrease
in retail operating margin rate for the quarter was entirely attributable
to the preopening expenses associated with opening 18 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. Operating margins for retail operations were $3.8 million
or 11.3% of retail sales for the twenty-six weeks ended July 3, 1999
compared to $2.5 million or 10.4% of retail sales for the six months ended
June 30, 1998. The retail operating margin increase for the six month
period was primarily attributable to higher sales, improved gross profit
rate and lower selling expenses as a percentage of sales.

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

Net other expense was $5.4 million for the thirteen weeks ended July 3,
1999 compared to $4.3 million for the three months ended June 30, 1998; and
was $10.8 million for the twenty-six weeks ended July 3, 1999 compared to
$4.6 million for the six months ended June 30, 1998. The primary component
of the expense in each of these periods was interest expense. In connection
with the 1998 recapitalization, the Company borrowed $320.0 million in
April 1998, which resulted in significantly higher interest expense
subsequent to this borrowing.

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

Cash and cash equivalents decreased by $18.3 million as compared to
December 31, 1998. This decrease was partially attributable to cash used in
operating activities of $7.0 million, which includes an increase in
inventories of $13.9 million. Capital expenditures for the twenty-six week
period ended July 3, 1999 were $10.6 million, primarily related to the
capital requirements to open 23 new stores and investments in manufacturing
equipment to meet increased production requirements.

The Company opened 23 stores during the twenty-six weeks ended July 3, 1999
and expects to open approximately 17 additional stores in the last two
quarters 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 $4.3 million for
store openings during the last two quarters 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,
operating cash flow and borrowings from its existing revolving line of
credit.

Subsequent to the Company's Initial Public Offering (see note 2), the
Company terminated its 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 the following rates:

 (a)  the highest of:
       -  the  rate  from  time  to time  publicly  announced  by The  Chase
          Manhattan Bank in New York as its prime rate,
       -  the secondary market rate for three-month certificates of deposit
          from time to time plus 1% and
       -  the federal funds rate from time to time plus 1/2 of 1%,

      in each case plus an applicable margin which is

       -  .50% for the first six  months after July 7, 1999, and
       -  after these first six months, based on a pricing grid
          depending on our leverage ratio at that time; or

 (b)   a Eurodollar rate plus an applicable margin which is
       -  1.50% for the first six months  after July 7, 1999,  and
       -  after these first six months, based on a pricing grid
          depending on our leverage ratio at that time.

We will 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 will
amortize in quarterly installments. The revolving credit facility will
mature five years after July 7, 1999.

The credit facility is subject to mandatory prepayment with the net
proceeds of asset sales or additional indebtedness with specified
exceptions.

As of July 3, 1999, the Company was in compliance with all of its covenants
under the credit facility.

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            Anticipated Testing
System                          Comments              Completion Date         Completion                Completion

<S>                     <C>                           <C>                     <C>                     <C>
Inventory systems       New programs; written         May, 1999               May, 1999               September, 1999
                          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           October, 1999
                          programs and legacy
                          programs

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

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

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

Network                 Certified by vendor as        April, 1999             September, 1999         September, 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 less than
$10,000 for each of the last two quarters. We anticipate incurring an
additional $150,000 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 third 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 90% 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,
there are very few customers to whom we intend to circulate a letter.

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. In the event
final testing of our information systems applications prove difficult or
responses from key vendors indicate significant non-compliance exposures,
we will reconsider developing a contingency plan. This plan may include
increasing production near the year end to provide additional inventory to
counteract any plant or third party-related disruptions.

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 July 3,
1999, we had $320.0 million of debt in the form of three series of 6 3/4%
subordinated debentures. Because this borrowing had a fixed interest rate,
neither our statement of operations nor our cash flows had exposures to
changes in interest rates. There were no borrowings under our revolving
credit facility during the twenty six week period ended July 3, 1999. On
July 7, 1999, the Company redeemed the subordinated debentures by use of
the net proceeds of the Company's Initial Public Offering of $98.6 million,
$220.0 million of bank borrowings described in footnote number 2 and
available cash. Because this new facility will carry a variable interest
rate pegged to market indices, our statement of operations and our cash
flows will be exposed to changes in interest rates. This facility is
intended to fund operating needs if necessary.

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 $21.1 million during the
twenty six weeks ended July 3, 1999. Earnings from these cash equivalents
totaled $0.5 million for the twenty six weeks ended July 3, 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

Items 1, 3, and 5 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
          sophisticated investors.

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

          On April 8, 1999, the Company held a special meeting of
          stockholders. At the special meeting, the stockholders
          unanimously voted to approve an amendment to the Articles of
          Organization of the Company, which increased the number of
          authorized shares of common stock, no par value, of the Company,
          from 1,000 shares to 1,100 shares.

          On April 16, 1999, the Company's stockholders acted by unanimous
          written consent in lieu of a special meeting to approve the
          adoption of the Company's 1999 Stock Option and Award Plan and
          the Company's Employee Stock Option Plan.

          On May 20, 1999, the Company's stockholders acted by unanimous
          written consent in lieu of a special meeting to approve the
          following matters:

(i)       The adoption of an Agreement and Plan or Reorganization (the
          "Reorganization Agreement"), between the Company and Yankee
          Candle Holdings Corp. ("Holdings"), pursuant to which Holdings
          transferred all of its assets to the Company in exchange for
          shares of common stock, par value $.01 per share, and options to
          purchase shares of such common stock.

(ii)      The establishment of a classified board of directors as follows:

          Class I                   Class II                 Class III
          -------                   --------                 ---------
          Theodore J.  Forstmann    Nicholas C. Forstmann    Sandra J. Horbach
          Steven B. Klinsky         Michael J. Kittredge     Michael D. Parry
          Michael S. Ovitz          Ronald L. Sargent        Emily Woods

(iii)     The adoption of the Company's Employee Stock Purchase Plan.

(iv)      The adoption of an amendment to, and the restatement of, the
          Articles of Organization of the Company to change the Company's
          capitalization (as described in Item 2 above).

Item 6.  Exhibits and Reports on Form 8-K

          (a)             Exhibits
             Exhibit 27 - Financial Data Schedule
             Exhibit 99 - Forward-Looking Information

          (b)             Reports on Form 8-K
             No reports on Form 8-K have been filed  during the  quarter for
             which this report is filed.


<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: October 8, 1999                       ------------------------------
     ----------------------------     By:   Robert R. Spellman
                                            Senior Vice President and
                                              Chief Financial Officer
                                              (Principal Financial Officer)