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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A

                                Amendment No. 1

                   /X/ ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended DECEMBER 31, 1998

                   TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                         Commission file number: 0-23000

                        THE HARVEY ENTERTAINMENT COMPANY
                 (Name of Small Business Issuer in its charter)


              CALIFORNIA                              95-4217605            
    (State or Other Jurisdiction          (I.R.S. Employer Incorporation or
           of Organization)                       Identification No.)       

                      1999 AVENUE OF THE STARS, SUITE 2050,
                          LOS ANGELES, CALIFORNIA 90067
               (Address of Principal Executive Offices) (Zip Code)

          Issuer's Telephone Number, Including Area Code: 310-789-1990

       Securities registered under Section 12(b) of the Exchange Act: NONE

         Securities registered under Section 12(g) of the Exchange Act:

                           COMMON STOCK, NO PAR VALUE
                                (Title of class)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for past 90 days: Yes /X/ No / /

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K SB or any amendment to
the Form 10-K SB: /X/


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                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Issuer has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

THE HARVEY ENTERTAINMENT COMPANY

Date:  April 13, 1999                  By: /s/ ANTHONY J. SCOTTI
                                          --------------------------------------
                                          Name: Anthony J. Scotti
                                          Title: Interim Chief Executive Officer

Date:  April 13, 1999                  By: /s/ MICHAEL S. HOPE
                                          --------------------------------------
                                          Name: Michael S. Hope
                                          Title: Interim Chief Financial Officer

         Pursuant to the requirements of the Exchange Act, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.



          SIGNATURE                     TITLE                  DATE

/s/ GARY M. GRAY                       Director           April 13, 1999
---------------------------
Gary M. Gray               


/s/ MICHAEL S. DOHERTY                 Director           April 13, 1999
---------------------------
Michael S. Doherty         


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INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
  The Harvey Entertainment Company
Los Angeles, California:

We have audited the accompanying consolidated balance sheets of The Harvey
Entertainment Company and subsidiaries (the "Company") as of December 31, 1998
and 1997, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the years then ended. Our audits also included the
financial statement schedule listed in the Index at Item 7. These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 1998
and 1997, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles. Also, in
our opinion, such financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, present fairly in
all material respects the information set forth therein.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company's loss from operations, negative cash flows,
limited cash balance and lack of available credit raise substantial doubt about
its ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



/s/ DELOITTE & TOUCHE
DELOITTE & TOUCHE
Los Angeles, California
April 9, 1999

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