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

                                    FORM 10-K
(Mark One)
[X]                    ANNUAL REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended February 27, 1999

                                       OR

                   [ ] TRANSITION REPORT PURSUANT TO SECTION
               13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from         to

                         Commission file number 0-15817

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

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   11-2849283
                      (I.R.S. Employer Identification No.)

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

                                 (212) 376-0300
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
                                 Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock par value $.01
                                (Title of class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No _.

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ X ]


     The aggregate market value of Common Stock held by non-affiliates as of May
15, 1999 was approximately $269,000,000.

     The number of  outstanding  shares of Common  Stock as of May 15,  1999 was
46,441,801.

          Documents incorporated by reference                    Part

Annual Report to Stockholders
for the Year Ended February 27, 1999                             I,II,IV

Proxy Statement for the 1999 Annual Meeting of Stockholders      III

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<PAGE>

                                    PART I

ITEM 1. BUSINESS
                               General Development

     The Topps Company,  Inc. was incorporated in Delaware on February 24, 1987.
The Company is the successor to Topps Chewing Gum, Inc.,  which was  established
as a  partnership  in 1938 and was  incorporated  under  the laws of New York in
1947.  All  references  in this  Annual  Report on Form 10-K to  "Topps"  or the
"Company" are to The Topps Company, Inc. and its subsidiaries.

     Topps is a leading  marketer  of  collectible  picture  products  featuring
primarily  professional  athletes  and, from time to time,  popular  television,
movie and other entertainment characters. These collectible picture products are
in the form of trading  cards,  sticker  and album  collections,  comic books or
magazines.  The Company also markets Bazooka brand bubble gum, branded lollipops
such as Ring  Pop,  Push Pop and  Baby  Bottle  Pop and  certain  novelty  candy
products.

     The sports card category in which the Company  competes has contracted over
the last several years.  Prior to 1998,  the industry  decline was the result of
several  factors,  including:  product  and  brand  proliferation  which  led to
consumer  confusion and oversupply;  a competitive rise in other  sports-related
merchandise  choices;  a reduction in retailer support;  and labor strife in the
sports industry.  Although there is currently no  industry-wide  data available,
the Company believes that the industry continued to contract in 1998, largely as
a result of the liquidation of one of the Company's main  competitors  (Pinnacle
Brands)  and the NBA  labor  situation.  However,  despite  the  overall  market
contraction during 1998, the Company experienced  significant increases over the
prior year in the sale of its baseball and football card products.

     Topps has increased its  international  presence in the last several years.
In 1995,  the  Company  acquired  Merlin  Publishing  International  Limited,  a
U.K.-based  marketer  of  licensed  collectibles,  primarily  sticker  and album
collections.  While  continuing to market  products under the Merlin brand name,
Merlin  Publishing  International  Limited  changed its corporate  name to Topps
Europe Ltd.  ("Topps  Europe") in March 1997. The Company also  established  new
subsidiaries  in Canada and Mexico in fiscal  1996 and Brazil and  Argentina  in
fiscal  1997.  The  Company  currently  distributes  its  products in over fifty
countries and has employees in seven countries.

================================================================================

Trademarks of The Topps Company, Inc. and Subsidiaries appearing in this report:
Baby Bottle Pop,  Bazooka,  Bazooka Blasts,  Bazooka Joe, Bazooka Pops,  Bowman,
Bowman  Chrome,  Bowman's  Best,  Flip Pop,  Garbage  Pail Kids,  Merlin,  Never
Compromise,  Push Pop, Ring Pop, Topps, Topps Action Flats, Topps Chrome,  Topps
Finest,  Topps  Gallery,  Topps Gold Label,  Topps Stadium  Club,  Treasure Pop,
Triple Power Push Pop and Wacky Packages.

Unless otherwise indicated, all date references refer to calendar years.



                                       2
<PAGE>

                                    Products

Collectible Sports Products

     The Company is a leading marketer of collectible picture products featuring
players of Major League  Baseball,  the  National  Basketball  Association,  the
National  Football League,  the National Hockey League and certain  professional
soccer leagues.  In the U.S. and Canada,  picture products are generally sold in
the form of cards, while in the rest of the world picture products are typically
sold in the form of sticker and album collections.

     Card  products   feature   photographs  of  athletes  and  contain  summary
statistics and biographical  material.  The Company markets sports picture cards
in various size packages,  as well as complete sets, for distribution  through a
variety of trade channels.

     The Company  distributes sports cards under brand names including,  but not
limited to, Topps,  Topps Stadium Club,  Topps Finest,  Topps  Gallery,  Bowman,
Bowman Chrome,  Bowman's Best, Topps Gold Label and Topps Chrome.  Each brand of
sports cards has its own unique  positioning in the  marketplace.  All the cards
are  of a high  quality  featuring  laminated  paperboard  and  state-of-the-art
reproduction  techniques.  Certain  brands  feature  borderless  cards  and also
contain foil stamping.  Prices  generally range from a suggested retail price of
$0.99 per pack to $5.00 per pack.  The  Company  is  continuously  updating  the
features of its cards and seeking new technologies as well.

     Sports sticker and album  collections,  which are sold under the Merlin and
Topps brand names, are marketed  throughout  Europe and parts of Asia.  Stickers
are sold in packages  and display  photos of popular  local  athletes and sports
teams.  The stickers  are  designed so that they can be placed in an  associated
album,  which contains more detailed  information  and statistics  regarding the
players and teams.

     The Company has expanded its European  sports  licenses in the last several
years and currently holds licenses for Premier League Soccer in the U.K. as well
as soccer licenses in Italy, Norway and Denmark.


Entertainment Products

     The Entertainment Products segment consists of trading cards, sticker/album
products, comics and magazines featuring licenses from popular films, television
shows and other entertainment properties.

     Since the 1950's,  the Company has marketed trading cards featuring some of
the dominant entertainment  properties of the time, including The Beatles, Elvis
Presley, Star Wars, Michael Jackson, E.T., Indiana Jones, Batman, Teenage Mutant
Ninja Turtles, Jurassic Park and The X-Files. Occasionally, the Company has also
created cards featuring its own entertainment properties such as Wacky Packages,
Garbage  Pail  Kids  and Mars  Attacks,  as well as cards  detailing  events  of
national interest such as Desert Storm.

     Over the years,  entertainment  trading  cards have  experienced  peaks and
valleys in terms of consumer  interest.  Recently,  the relative weakness of the

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<PAGE>

entertainment card market has prompted the Company to be extremely  selective in
determining which entertainment  licenses to pursue. In fiscal 1999, the Company
marketed only three  entertainment  card  properties  in the U.S.:  The X-Files;
Xena: Warrior Princess; and World Championship Wrestling (WCW).

     Since the  acquisition of Merlin in 1995, the Company has sold  collectible
entertainment  products in the form of  sticker/album  collections in Europe and
parts of Asia. In response to lower  consumer  interest,  the Company pared back
its offerings of these products to five releases in fiscal 1999.

     In fiscal 2000,  the Company will market both trading cards and sticker and
album products based on the new Star Wars film, "Episode I: The Phantom Menace".
The Company also recently  negotiated an agreement in principle  (subject to the
execution of a final license  agreement) to market trading cards in the U.S. and
Canada (and candy as described below) featuring  Pokemon,  a popular  children's
property.

     Over the years, the Company has also published  magazines based on subjects
of interest in the entertainment field. In fiscal 2000, the Company will issue a
variety of Star Wars magazines,  featuring,  among other things, coverage of the
newest motion picture, Star Wars: Episode I. These publications will include the
official  souvenir  magazine of the movie,  the official poster magazine and the
Star Wars Galaxy Collector magazine.

     In the past,  the  Company  created  and  marketed a limited  selection  of
high-quality  color comic books for  distribution  primarily in specialty shops.
Due to a  contraction  in the  market,  the  Company  suspended  its comic  book
publishing activities in fiscal 1999.


Confectionery

     The  Company  has been  marketing  Bazooka  brand  bubble  gum since  1947.
Traditional  chunk  Bazooka  bubble  gum is  produced  in  individually  wrapped
rectangular  pieces in a variety of flavors  and sold  generally  at a suggested
retail price of five cents a piece.  Individual  pieces of Bazooka  brand bubble
gum include a comic  featuring  Bazooka  Joe, a  copyrighted  cartoon  character
created by the Company in 1953.

     The Company sells multiple  piece packs of Bazooka  which,  over the years,
have included a six-piece pack of soft sugarless  bubble gum, a ten-piece  pack,
forty-five and seventy-five count bags of traditional chunk Bazooka,  as well as
various box, bucket and canister configurations. These packages are designed for
distribution  in  supermarkets,  convenience  stores,  drug store  chains,  mass
merchandisers and club stores.

     In early 1999, the Company introduced Bazooka Pops, a premium lollipop with
a Bazooka gum center and packaging featuring a fortune and comic.

     The Company also markets premium quality lollipop  products  throughout the
United States, Canada, Europe and parts of Latin America and Asia. Core products
include  Ring  Pop (a  lollipop  made  of  candy  molded  into  the  form  of an
exaggerated  precious  gem stone,  anchored  to a plastic  ring) and Push Pop (a
cylinder-shaped  lollipop  packaged in a plastic container with a removable cap,
designed to enable  consumers  to eat a portion of the pop now and save the rest

                                       4
<PAGE>

for later.) In fiscal  2000,  the  Company  plans to  increase  its  advertising
support  and  merchandising  efforts  behind both Ring Pop and Push Pop and will
enhance Ring Pop by adding real fruit juice to the product.

     Last year, the Company  introduced two new confectionery  items. One of the
products, Baby Bottle Pop, is a baby bottle filled with a tangy candy powder and
a lollipop top. Also introduced in 1998 was Flip Pop, a pop within a fun plastic
container,  which can be flipped  out,  licked  and placed  back in the case for
consumption  later.  This year, the Company plans to introduce  Treasure Pop ( a
high  quality  lollipop  with a toy surprise  hidden in the plastic  handle) and
Triple Power Push Pop (a larger Push Pop with three different  flavors which can
be pushed up  independently  or together.)  Also the Company has an agreement in
principle  (subject to the  execution of a final  license  agreement)  to market
Pokemon lollipops.

     For a  schedule  of net sales by key  business  segment  for the past three
fiscal years, see "Management's  Discussion and Analysis of Financial  Condition
and  Results  of  Operations"  on  page  7 of the  Company's  Annual  Report  to
Stockholders for the year ended February 27, 1999 (the "Annual  Report"),  which
is hereby incorporated by reference.



                           Distribution and Marketing

Sales and Distribution

     The Company's  products are sold  throughout the United States,  Canada and
Europe, as well as in certain Latin American and Asian markets.

     The Company's own sales force handles all U.S. card sales, as well as sales
of confectionery  products to national accounts.  All other  confectionery sales
are  handled by broker  organizations.  Together,  the sales  force and  brokers
service over 80,000 retail  outlets  through more than 4,000  separate  accounts
which include wholesale tobacco and confectionery  jobbers,  hobby  distributors
and  retailers,   wholesale  clubs,   news-dealers,   mass   merchandisers   and
direct-buying  grocery,  convenience,  drug,  variety,  discount  and toy  store
chains.

     In the past,  the Company has operated a direct  response  membership  club
through  which it marketed  special  sets of baseball,  football and  basketball
cards as well as  other  products.  Although  this  business  was  suspended  in
February  1998,  the  Company is  currently  considering  other  approaches  for
operating a direct response business.

     In Canada,  sales of trading  cards  (dominated  by hockey),  stickers  and
confectionery  products are handled by a sales force and two  regional  brokers.
Current distribution in Canada is to over 5,000 retail outlets.

     In the U.K.,  sales of both  confectionery  products and  collectibles  are
handled  by a  dedicated  sales  force  as well  as by  wholesalers  selling  to
independent   retailers.   Together,  the  sales  force  and  wholesalers  reach
approximately 30,000 retail news and confectionery outlets. Elsewhere in Europe,
as well as in Latin America and Asia, sales are primarily through distributors.

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<PAGE>



Advertising and Promotion

     The  Company  utilizes  a  variety  of  promotional  activities,  including
television,  radio and print advertising campaigns,  designed to create consumer
awareness and increase retail sales of its products.  Worldwide  advertising and
promotional expenditures as a percentage of net sales for the fiscal years ended
1997, 1998 and 1999 were 7.0%, 8.6% and 6.8%, respectively.

     Traditionally,  the Company has also relied on the popularity of its sports
and other licensed products, and the consumer recognition of its brand names, to
help  promote its  products.  The  Company  also uses print  advertising  on its
product wrappers and promotional  insert cards to increase consumer awareness of
its brands.

     Approximately  70% of the Company's  sales are made on a returnable  basis.
Industry practices require that the Company provide the right to return on sales
of trading card products  (excluding  those to hobby dealers),  on confectionery
products,  on magazines sold to mass  merchandisers and on sales of most sticker
and album products in Europe.  Returns  significantly in excess of the Company's
returns  provisions  could  have a  material  adverse  effect  on  the  Company.
Consolidated  return  provisions  as a percentage  of gross sales for the fiscal
years ended 1997, 1998 and 1999 were 14.2%, 12.4% and 8.3%, respectively.



                                   Production

     In  December  1996,  the  Company  discontinued  operations  at its Duryea,
Pennsylvania  manufacturing  facility.  As a result of the Duryea plant closure,
Bazooka gum is being  manufactured by a single  contractor in the U.S.  (Hershey
Foods  Corporation).  The cutting,  collating  and  packaging  of card  products
previously  performed at the Duryea  facility  have been  outsourced  to several
manufacturers in the U.S.

     In April 1998, the Company ceased  manufacturing  operations at its factory
in the Republic of Ireland.  The Company produced  limited  quantities of gum at
this facility and is currently seeking alternative sources.


Collectible Picture Products

     In the U.S.,  photographs of athletes are generally taken by  photographers
under  contract  with the  Company  or by  free-lance  photographers  on special
assignment.  In addition,  certain  photography is provided by the  organization
representing  the  leagues and their  member  teams.  Pictures of  entertainment
subjects are generally  furnished by the licensor or created by artists retained
by the Company.  Computerized  graphic artwork and design development for all of

                                       6
<PAGE>

the Company's  products is done by staff artists and through  independent design
agencies  under  the  Company's   direction.   The  Company's  Graphic  Services
Department also utilizes state-of-the-art computerized technology to enhance and
color-correct photography and computer imaging to create interesting and unusual
backgrounds and visual effects.

     High-quality  paperboard  is  sent  directly  to  outside  printers  by the
Company's suppliers.  Pictures are printed utilizing a variety of techniques and
processes,  including waterless printing, which allows for a tighter line screen
resulting  in sharper and more  intense  photo  reproduction.  Sheets of printed
cards are then often sent to  additional  suppliers who foil stamp and UV (ultra
violet)  coat the  sheets.  Cards  that  require  specialized  printing  and the
combination of various  substrates  like plastic,  polystyrene  and  holographic
foils are purchased in full sheet form from specialty printers.  Full sheets are
then  delivered to contract  packers where they are cut into  individual  cards,
collated and wrapped in a variety of package configurations.

     Certain key elements of Merlin brand sticker and album products are sourced
from a single  supplier  in Italy.  The  Company  believes  that there are other
suitable sources available to meet its requirements if the current supplier were
unable to meet Merlin's needs.


Confectionery

     Since the closure of its manufacturing facility in Duryea,  Pennsylvania in
December  1996,  the Company has  purchased all of its U.S.  Bazooka  bubble gum
requirements  from  Hershey  Foods  Corporation.  The current  agreement,  which
expires in December 2002, requires the Company to source all of its U.S. Bazooka
production  needs from  Hershey,  provided it can fulfill the orders on a timely
basis. Given the shortage of alternative  manufacturers for Bazooka gum, failure
by Hershey to supply the Company on a timely basis could have a material adverse
effect on product  availability  and  therefore,  on sales of  Bazooka.  Limited
quantities of Bazooka and other bubble gum products for international sales were
manufactured by the Company's factory in the Republic of Ireland through the end
of fiscal 1998. In April 1998, gum production was  discontinued in Ireland.  The
Company is presently seeking alternative sources for this production.

     Ring Pop lollipops for sale in the U.S. are  manufactured  at the Company's
Scranton,  Pennsylvania  factory.  Ring Pop lollipops for sale in  international
markets  as  well  as all  Push  Pops,  Baby  Bottle  Pops  and  Flip  Pops  are
manufactured by a single supplier in factories  located in Taiwan,  Thailand and
China.  The loss of production at one or more of these  facilities  due to civil
unrest or for any other reason could have a material  adverse impact on sales of
the Company's lollipops.

     Sweeteners, flavors, paperboard,  packaging materials, foil stamping and UV
coating are required to  manufacture  the  Company's  total line of  collectible
picture and confectionery  products and are generally  available to the Company.
The Company does rely on single  producers for several of these  ingredients  or
processes.  While alternative suppliers are generally available, some adjustment
in product  specification  might be required  if these  single  sources  were no
longer available to the Company.

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<PAGE>


                        Trademarks and License Agreements

     The  Company  considers  its  trademarks  and license  agreements  to be of
material  importance to its business.  The Company's  principal  trademarks have
been  registered  in the United  States  and many  foreign  countries  where its
products are sold.  The sports picture  products  marketed by the Company in the
U.S. are all produced under license agreements with individual athletes or their
players'  associations,  as well as the  licensing  bodies  of the  professional
sports  leagues.  These  agreements  cover the  following  sports:  Major League
Baseball,  NBA Basketball,  NFL Football and NHL Hockey.  The Company also has a
contract with Premier  League Soccer in the U.K. and with players and teams with
regard to soccer in Italy,  Norway  and  Denmark.  The  Company's  inability  to
renegotiate successfully its Major League Baseball, NBA Basketball, NFL Football
or Premier League Soccer agreements upon expiration, or the loss of any of these
license agreements, could have a material adverse effect on the Company.

     The Company has an individual  license agreement with virtually every major
league baseball player.  Each baseball  player's license  agreement is initially
for four major  league  baseball  seasons  and may be  extended  for  additional
seasons as rights are used,  if the player  and the  Company  agree.  Typically,
these  agreements are extended  annually.  Among the rights the Company receives
are rights to use a player's name, picture, facsimile signature and biographical
description  in the form of two or three  dimensional  pictures,  trading cards,
postcards, stickers, stamps, transfers, decals, medallions or coins, each within
certain size  limitations,  provided  such  products are marketed  alone or with
chewing gum or candy. The licenses granted to the Company by athletes permit the
athlete to grant  others  rights to the use of his name,  picture and  facsimile
signature on other products,  including  collectible picture cards sold alone or
with products other than gum and (with certain  exceptions)  candy.  The Company
has a related  agreement  with the Major League  Baseball  Players  Association,
which governs certain terms of the individual player contracts. The Company also
has an agreement with Major League Baseball  Properties,  Inc., which covers the
use of the names and  insignias of the baseball  teams and leagues in connection
with its baseball  picture  products and which  expires at the end of 2000.  The
Company conducts a related active  licensing  program with minor league baseball
players and continuously  seeks to supplement its relationship with the baseball
community by personal visits and corporate identification. The Company considers
such  relationships  to be good and to be of great  importance  to it.  However,
should an appreciable number of Major League Baseball players refuse to sign the
Company's  license  agreement,  it could have a material  adverse  effect on the
Company.

     The  Company  also  enters  into  license   agreements  with  entertainment
companies to produce certain products.  The terms of these contracts depend on a
variety  of  factors.  Total  royalty  expense  under the  Company's  sports and
entertainment licensing contracts for the fiscal years ended 1997, 1998 and 1999
was $37,960,000, $33,662,000 and $24,373,000, respectively. See Note 17 of Notes
to Consolidated Financial Statements in the Annual Report, which is incorporated
herein by reference,  for a description of minimum  guarantee  payments required
under the Company's existing sports contracts.


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<PAGE>


                       International Licensing Operations

     The Company,  which licenses its technology and  trademarks,  currently has
license  agreements with  manufacturers in two foreign  countries to manufacture
and distribute the Company's  products.  These  licensees have the right to sell
licensed  products in countries  of their  location  and, in certain  instances,
other countries as well.



                                   Competition

     The  Company  competes  for sales as well as counter  and shelf  space with
large  corporations in the food,  candy,  publishing,  toy and other industries.
Many of  these  corporations  have  substantially  greater  resources  than  the
Company.  More narrowly,  the Company competes with other  companies,  large and
small,  which  market gum and candy,  and with a number of  collectible  picture
product companies for the spending money of children and adult  collectors.  The
Company   believes  that  the   industries  in  which  it  operates  are  highly
competitive.



                                   Seasonality

     The  Company's  U.S.  sports card  products are sold  throughout  the year,
spanning  the  four  major  sports  seasons  in  which  the  Company   currently
participates,  i.e., baseball,  football,  basketball and hockey. Topps Europe's
sales of sports  sticker/album  products  are  driven  largely by  shipments  of
Premier  League  Soccer,  with much of the sales  activity  occurring in January
through March. Sales of entertainment products tend to be driven by the property
on which they are based,  often  peaking with the release of a movie or the rise
in popularity of a television program or particular licensed property.  Sales of
confectionery  products are relatively stable throughout the year, although they
are  impacted  by the  introduction  of new  products  and the  use of  consumer
advertising that can occur at any point in the year.




                                   Environment

     The Company believes that it is in compliance in all material respects with
existing federal,  state and local regulations relating to the protection of the
environment.  Such  environmental  regulations have not had a material impact on
the Company's capital expenditures, earnings or competitive position.


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<PAGE>


                                    Employees

     In December 1996, the Company discontinued  manufacturing operations at its
Duryea, Pennsylvania facility. Many of the employees at the Duryea facility were
represented  by Teamster's  Union Local 229 which filed an unfair labor practice
charge  relating  to the  closure.  This  claim was  settled  and the charge was
dismissed in December 1997.

     The Company employed approximately 400 people in fiscal 1999.

     All of the  production  employees  at the  Company's  factory in  Scranton,
Pennsylvania are represented by a union. Although the union agreement expires in
2000,  union  membership voted recently to approve an extension of the agreement
to February 2003.

     The Company considers  relations with its employees to be good.

                              Cautionary Statements


     In connection with the "safe harbor"  provisions of the Private  Securities
Litigation  Reform Act of 1995 (the "Reform Act"),  the Company is hereby filing
cautionary  statements  identifying  important  factors  that could cause actual
results  to  differ  materially  from  those  projected  in any  forward-looking
statements  of the Company made by or on behalf of the Company,  whether oral or
written.  The Company wishes to ensure that any  forward-looking  statements are
accompanied  by  meaningful  cautionary  statements  in order to maximize to the
fullest extent  possible the  protections of the safe harbor  established in the
Reform Act. Accordingly,  any such statements are qualified in their entirety by
reference to, and are accompanied  by, the following  important  factors,  among
others,  that could cause the Company's actual results to differ materially from
those projected in forward-looking statements of the Company:

     1.  Dependence on Licenses.  The Company's  trading card and  sticker/album
businesses are highly dependent upon licensing  arrangements with third parties.
These  licenses,  which have varying  expiration  dates,  are obtained  from the
various  professional  sports  leagues,  players  associations  and,  in certain
instances,  the  players  themselves  as well as  entertainment  companies.  The
Company's  inability to renew or retain these licenses,  or the lack of vitality
of these licenses, could materially affect its future plans and results.

     2.  Contraction  in Sports Card  Industry.  The Company  believes  that the
sports card  industry as a whole  continued to contract  during  calendar  1998.
Further prolonged and material contraction in the sports card industry,  whether
caused by labor  strife or  otherwise,  could  materially  adversely  affect the
Company's future plans and results.

     3.  Declines  in Sales  of U.K.  Sticker/Albums.  Sales  of Topps  Europe's
Premier League sticker/album collections declined last year. Further significant
declines in sales of these products could materially affect the Company's future
plans and results.

     4.  Returns.  Approximately  70% of  the  Company's  sales  are  made  on a
returnable basis. Although the Company maintains provisions for returns, returns
considerably in excess of the Company's  provisions could materially  affect its
future plans and results.



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<PAGE>

     5. Suppliers.  The Company has a single source of supply for certain of its
lollipop  products.  The loss of this  supplier  due to civil  unrest or for any
other reason could materially affect the Company's future plans and results.

     6. Customers.  The Company has several large  customers,  some of which are
serviced  by  single  distributors.  The  loss  of any  of  these  customers  or
distributors could materially affect the Company's future plans and results.

     7.  International  Political  and  Economic  Risk.  Due  to  the  Company's
increased  international  presence,  there  is an  increase  in  risk  generally
associated  with  operating  outside of the U.S.  Events  such as civil  unrest,
currency   devaluation  and  political  upheaval  could  materially  affect  the
Company's future plans and results.

     8. See Item 3: Legal  Proceedings  for a discussion  of legal  matters that
could materially affect the Company's future plans and results.


Financial  Information About Industry Segments,  Foreign and Domestic Operations
and Export Sales


     The  Company  operates  in  three  business  segments.  They  are:  (i) the
marketing and distribution of collectible  sports  products;  (ii) the marketing
and  distribution  of  entertainment  products;  and  (iii)  the  marketing  and
distribution of confectionery products.  Segment and geographic area information
contained in Note 14 of the Notes to Consolidated  Financial Statements included
in the Annual Report is hereby incorporated by reference.



                        Executive Officers of the Company


     The information  required by this item with respect to the directors of the
Company and as to those executive  officers who are also directors  appearing in
the Proxy Statement for the annual meeting of stockholders  scheduled to be held
on June 29, 1999 ("1998 Proxy  Statement") is hereby  incorporated  by reference
thereto. Set forth below is information required by this item covering the other
executive officers of the Company.

          Name                Position with the Company and business experience
                              during the past five years

Ronald L. Boyum               Vice  President-Marketing and Sales of the Company
                              since March 1995, Vice President- Marketing of the
                              Company since April 1994. Mr. Boyum is 47 years of
                              age.



                                       11
<PAGE>

Edward P. Camp                Vice President of the Company since April 1997 and
                              President of the Hobby Division since October1995.
                              Mr. Camp held number of  sales-related  positions
                              within the Company  prior thereto.  Mr. Camp is 52
                              years of age.

Michael P. Clancy             Vice President -International of the Company since
                              December 1998.  Vice President since February 1995
                              and Managing Director - Topps Ireland since July
                              1990. Mr.Clancy had been Joint Managing Director -
                              Topps Europe Ltd. from January 1997 to December
                              1998.  Mr. Clancy is 44 years of age.


Michael J. Drewniak           Vice President -  Manufacturing  of the  Company
                              since March 1991.  Mr. Drewniak held the position
                              of General Manager -Manufacturing Operations prior
                              thereto.  Mr. Drewniak is 62 years of age.

Ira Friedman                  Vice President - Publishing and New Product
                              Development of the Company since September 1991.
                              Mr. Friedman joined the Company in October 1988.
                              Mr. Friedman is 45 years of age.

Catherine K. Jessup           Vice President - Chief Financial Officer of the
                              Company since July 1995.  Prior to joining the
                              Company,  Ms. Jessup held a number of positions
                              with PepsiCo (a food products  company) from 1981
                              to July 1995  including  Director of Planning and
                              C.F.O. PepsiCo Wines and Spirits.  Ms. Jessup is
                              43 years of age.

William G. O'Connor           Vice President-Administration  of the Company
                              since September 1991. Mr.O'Connor was an Assistant
                              Secretary of the Company from June 1982 until June
                              1994.  Mr. O'Connor is 50 years of age.



                                       12
<PAGE>

John Perillo                  Vice  President - Operations of the Company  since
                              April 1995 and Vice President-Controller and Chief
                              Financial Officer of the Company  from April 1990
                              to July  1995.  Mr. Perillo is 42 years of age.

Scott Silverstein             Vice President - Business Affairs and General
                              Counsel of the Company since February 1995.  Mr.
                              Silverstein held the position of General Counsel
                              from July 1993 until February 1995.  Prior to
                              joining the Company,  Mr. Silverstein was an
                              attorney with the law firm of Hutton Ingram Yuzek
                              Gainen Carroll & Bertolotti from April 1990 until
                              July 1993.  Prior thereto, he was an attorney with
                              the law firm of Shea & Gould.  Mr. Silverstein is
                              the son-in-law of Mr. Shorin, the Company's Chair-
                              man of the Board, Chief Executive Officer and
                              President.  Mr. Silverstein is 37 years of age.







ITEM 2.  PROPERTIES


     The location and general  description of the principal  properties owned or
leased by the Company are as follows:

<TABLE>
<CAPTION>
                                                                                                         Owned or Leased;
                                                                                Area/Facility            If Leased,
Location                                     Type of Facility                   Square Footage           Expiration Year

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

Duryea, Pennsylvania                         office and warehouse               60,000                   Leased; 2000

Scranton, Pennsylvania                       manufacturing plant                41,000                   Owned

Cork, Ireland                                office                              8,000                   Leased; 2005

New York, New York                           executive offices                  60,000                   Leased; 2010

Milton Keynes, United Kingdom                warehouse/office                   10,000                   Leased; 2014

</TABLE>

     The Company also leases offices in Canada,  Brazil,  Argentina,  Mexico and
Italy.  The Company  believes that its active  facilities are in good repair and
are suitable for its needs for the foreseeable future.


                                       13
<PAGE>


ITEM 3. LEGAL PROCEEDINGS


     In August 1996,  the Company was named a defendant in a class action in the
United States District Court for the Eastern District of New York (the "New York
Court")  entitled  Sullivan,  et.al.  v. The Topps Company,  Inc. No. CV 96 3779
(E.D.N.Y.) (the  "Action").  The Action  alleged,  among other things,  that the
Company violated the federal Racketeer Influenced and Corrupt  Organizations Act
by its practice of selling sports and entertainment cards with randomly-inserted
"insert" cards, in violation of state and federal anti-gambling statutes. During
the last two and a half years, each of the Company's principal competitors,  and
principal  licensors,  were  separately  sued  in  various  federal  courts  for
employing, or participating in, the same or similar practices. The Action sought
treble damages and attorneys' fees on behalf of all purchasers of packs of cards
potentially including "insert" cards over a four-year period. The New York Court
granted the  Company's  motion to dismiss the Action  with  prejudice  in August
1997. The New York Court later denied  motions by plaintiffs to alter,  amend or
vacate the judgement,  and for leave to file an amended  complaint.  Plaintiffs'
time to appeal all of these  rulings  has  expired,  and the  judgement  for the
Company dismissing the Action is now final and nonappealable.

     In  September  1998,  the  Company  filed an action  in the New York  Court
seeking  declaratory  and  injunctive  relief  against  a class of all  original
end-use  purchasers  of trading  cards  marketed  in  packages  that may contain
randomly-inserted  "insert"  cards  within the four years prior to the filing of
the complaint,  entitled The Topps Company,  Inc. v. Sullivan et al., No.l CV 98
6023 (EHN)  (E.D.N.Y.)  (the  "Declaratory  Judgment  Action").  The Declaratory
Judgment  Action seeks a declaratory  judgment that the defendant  class of card
purchasers did not suffer any injury cognizable under RICO by this practice, and
an injunction  enjoining the defendant class from filing or pursuing any further
RICO actions against the Company  relating to the purchase of trading cards. Two
similar declaratory judgment actions have been filed by several of the Company's
principal  licensors against the same class of defendants in the New York Court.
On December 14, 1998,  defendants  in all of the  declaratory  judgment  actions
moved to dismiss the  complaints,  and the New York Court heard oral argument on
the motions on February 26,  1999. A decision in these  motions has not yet been
rendered.

     In November  1998,  the Company was named  defendant  in a purported  class
action  commenced in the United States District Court for the Southern  District
of California (the "California  Court")  entitled  Rodriquez et al. v. The Topps
Company,  Inc., No. CV 2121-B (AJB) (S.D.  Cal.) (the "Class  Action") The Class
Action  alleged  that the  Company  violated  RICO,  and the  California  Unfair
Business  Practices  Act, by its  practice of selling  sports and  entertainment
trading cards with  randomly-inserted  "insert" cards, allegedly in violation of
state and federal  anti-gambling laws. The Class Action seeks treble damages and
attorneys'  fees on behalf of all  individuals  who purchased  packs of cards at
least in part to obtain an "insert" card over a four-year period. On January 22,
1999,  plaintiffs  moved to  consolidate  the Class  Action with  similar  class
actions  pending  against  several of the Company's  principal  competitors  and
principal  licensors  in the  California  Court.  The Company  has opposed  this
motion.  On January 25, 1999,  the Company moved to dismiss the  complaint,  or,
alternatively,  to transfer the Class Action to the Eastern District of New York


                                       14
<PAGE>

or stay the Class Action pending the outcome of the Declaratory  Judgment Action
pending in the Eastern  District of New York. By orders dated May 14, 1999,  the
California  Court denied Topps' motions to dismiss the complaint or transfer the
Class Action to the Eastern  District of New York but granted  Topps'  motion to
stay the Class Action pending the outcome of the  Declaratory  Judgment  Action.
The California  Court also denied  plaintiffs'  motion to consolidate  the Class
Action with similar purported class actions. An unfavorable outcome in the Class
Action could have a material  adverse  effect on the Company's  future plans and
results.

     The Company is a defendant in several other civil actions which are routine
and incidental to its business. In management's opinion, after consultation with
legal  counsel,  these  actions will not have a material  adverse  effect on the
Company's financial condition or results of operations.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


         None

                                       15
<PAGE>


                                    PART II


ITEM 5. MARKET FOR COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS


     Reference  is made to the data  appearing  on page 31 of the Annual  Report
under the heading "Market and Dividend Information" which is hereby incorporated
by reference.




ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA


     Reference  is made to the data  appearing  on page 32 of the Annual  Report
under  the  heading  "Selected  Consolidated  Financial  Data"  which is  hereby
incorporated by reference.




ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS


     Reference is made to the data appearing on pages 7 through 10 of the Annual
Report  under the heading  "Management's  Discussion  and  Analysis of Financial
Condition and Results of Operations" which is hereby incorporated by reference.




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


     Reference  is made to the data  appearing on pages 11 through 29 and to the
Report of  Independent  Public  Accountants  appearing  on page 30 of the Annual
Report which are hereby incorporated by reference.




ITEM 9. CHANGES IN  ACCOUNTANTS  AND  DISAGREEMENTS  ON ACCOUNTING AND FINANCIAL
          DISCLOSURE


         None.
                                       16
<PAGE>


                                   PART III



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY


     Information  required by this item appears in Part I of this Report on Form
10-K under the heading "Executive Officers of the Company" and in the 1999 Proxy
Statement and is hereby incorporated by reference.




ITEM 11. EXECUTIVE COMPENSATION


     Information  required by this item appears in the 1999 Proxy  Statement and
is hereby incorporated by reference.




ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


     Information  required by this item appears in the 1999 Proxy  Statement and
is hereby incorporated by reference.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     Information  required by this item appears in the 1999 Proxy  Statement and
is hereby incorporated by reference.



                                       17
<PAGE>


                                    PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1&2) Financial Statements and Financial Statement Schedules

          See index on page 20.




     (3)  Listing of Exhibits

          See index on pages 21-23.




(b)       Reports on Form 8-K

          None





                                       18
<PAGE>


                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated:  May 21, 1999                         THE TOPPS COMPANY, INC.
                                                  Registrant



                                             ___________________________
                                                   Arthur T. Shorin
                                                 Chairman of the Board,
                                           Chief Executive Officer and President


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report has been signed on the 21st day of May, 1999 by the following  persons on
behalf of the Registrant and in the capacities indicated.



          Arthur T. Shorin                          Catherine K. Jessup
      Chairman, Chief Executive           Vice President-Chief Financial Officer
       Officer and President                      (Principal Financial and
    (Principal Executive Officer)                    Accounting Officer)


          Seymour P. Berger                             David M. Mauer
               Director                                     Director


            Allan A. Feder                             Jack H. Nusbaum
               Director                                     Director


        Stephen D. Greenberg                           Stanley Tulchin
               Director                                     Director


          Wm. Brian Little
              Director



                                       19
<PAGE>



                            THE TOPPS COMPANY, INC.
                      FORM 10-K ITEM 14(a)(1), (2) AND (3)
              LIST OF FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS


(a)(1) Index to Financial Statements:

          The following Consolidated Financial Statements included in the Annual
          Report are hereby incorporated by reference to Item 8:

               Consolidated  Statements  of  Operations  -- Years Ended March 1,
               1997, February 28, 1998 and February 27, 1999.

               Consolidated Balance Sheets -- February 28, 1998 and February 27,
               1999.

               Consolidated  Statements  of Cash Flows -- Years  Ended  March 1,
               1997, February 28, 1998 and February 27, 1999.

               Consolidated  Statements of  Stockholders'  Equity -- Years Ended
               March 1, 1997, February 28, 1998 and February 27, 1999.

               Notes to Consolidated Financial Statements.

               Report of Independent Public Accountants.



(a)(2) Index to Independent Public  Accountants'
          Report and Financial Statement Schedules                      Page No.

          Report of Independent Public Accountants......................... S-1

          Schedule VIII -- Valuation and Qualifying Accounts - Years
          Ended March 1, 1997, February 28, 1998 and February 27, 1999..... S-2

          Schedules  other than those listed above are omitted  because they are
          either not required or not  applicable or the required  information is
          shown in the Consolidated Financial Statements or Notes thereto.


                                       20
<PAGE>


a)(3)  Index to Exhibits


         3.1 - Restated   Certificate   of   Incorporation   of  the  Company
               (Incorporated by reference to Exhibit 3.1 to the Company's Report
               on Form 8-K dated December 3, 1991).

         3.2 - Restated  By-laws of the Company  (Incorporated  by reference to
               Exhibit 3.2 to the Company's Report on Form 8-K dated December 3,
               1991).

         4.1 - Rights   Agreement,   dated  as  of  December  3,  1991,  with
               Manufacturers    Hanover   Trust   Company,   as   rights   agent
               (Incorporated by reference to Exhibit 4.1 to the Company's Report
               on Form 8-K dated December 3, 1991).

        10.1 - The Topps Company, Inc. Executive Officers' Annual Bonus Plan.*

        10.2 - Retirement  Plan and Trust as amended and  restated  effective
               February 28, 1993  (Incorporated  by  reference to the  Company's
               Annual Report on Form 10-K for the fiscal year ended February 26,
               1994).

        10.3 - Supplemental   Pension   Agreement  with  Arthur  T.  Shorin
               (Incorporated  by  reference  to Exhibit  10.16 to the  Company's
               Registration Statement on Form S-1(No. 33-130821)).

        10.4 - Amendment  to  Supplemental  Pension  Agreement  with Arthur T.
               Shorin  dated May 18,  1994  (Incorporated  by  reference  to the
               Company's  Annual  Report on Form 10-K for the fiscal  year ended
               February 25, 1995).

        10.5 - License  Agreement  and  Letter  Amendment  thereto  with Major
               League Baseball Promotion Corporation  (Incorporated by reference
               to Exhibit 10.12 to the Company's  Annual Report on Form 10-K for
               the fiscal year ended March 2, 1991).

        10.6 - Settlement  Agreement  with  Major  League  Baseball  Players
               Association  (Incorporated  by reference to the Company's  Annual
               Report on Form 10-K for the fiscal year ended February 26, 1994).

        10.7 - Stock  Option  Agreement  with Arthur T. Shorin dated March 29,
               1995 (Incorporated by reference to Exhibit 10.12 to the Company's
               Annual Report on Form 10-K for the fiscal year ended February 25,
               1995).

        10.8 - Agreement of Lease with One Whitehall  Company  dated  February
               24, 1994  (Incorporated  by  reference  to the  Company's  Annual
               Report on Form 10-K for the fiscal year ended February 26, 1994).

        10.9 - Amendment and  Restatement  of the 1994  Non-Employee  Director
               Stock Option Plan.  (Incorporated  by reference to the  Company's
               1998 Proxy Statement filed on May 28, 1998).


                                       21
<PAGE>


Index to Exhibits (continued)


       10.10 - Agreement for the  acquisition  of the issued share capital of
               Merlin   Publishing   International   plc  dated  May  17,   1995
               (Incorporated by reference to the Company's Annual Report on Form
               10-K for the fiscal year ended February 25, 1995).

       10.11 - Corporate   Guaranty  in  favor  of  the  Bank  of  Scotland
               (Incorporated  by reference to the Company's  Quarterly Report on
               Form 10-Q for the quarter ended November 25, 1995).

       10.12 - 1996 Stock Option Plan and form of agreement  pursuant to 1996
               Stock Option Plan.  (Incorporated  by reference to the  Company's
               Annual  Report on Form 10-K for the fiscal  year  ended  March 2,
               1996).

       10.13 - License  Agreement and Letter  Amendment  thereto  between the
               Football Association Premier League Limited and Merlin Publishing
               International  PLC  dated  August  3,  1994  and  July  2,  1996,
               respectively.  (Incorporated by reference to the Company's Annual
               Report on Form 10-K for the fiscal year ended March 1, 1997).

       10.14 - Retail  Product  License  Agreement  with  the  Major  League
               Baseball Properties,  Inc. dated September 28, 1995 (Incorporated
               by reference to Exhibit 10.31 to the Company's  Quarterly  Report
               on Form 10-Q for the quarter ended August 30, 1997).

       10.15 - Credit Agreement, Dated May 11, 1998, among The Topps Company,
               Inc. and The Chase Manhattan Bank.  (Incorporated by reference to
               the  Company's  Annual  Report on Form 10-K for the  fiscal  year
               ended February 28, 1998).

       10.16 - Amendment  Number One to Credit  Agreement dated May 11, 1998.
               (Incorporated  by reference to the Company's  Quarterly Report on
               Form 10-Q for the fiscal year ended May 30, 1998).

       10.17 - Second Amendment to Credit Agreement,  dated as of November 6,
               1998.  (Incorporated  by  reference  to the  Company's  Quarterly
               Report on Form 10-Q for the quarter ended November 28, 1998).

       10.18 - Third  Amendment to the Credit  Agreement  dated  February 25,
               1999.*

       10.19 - Consulting  Agreement  with Seymour  Berger dated December 31,
               1997.  (Incorporated  by  reference  to the  Company's  Quarterly
               Report on Form 10-Q for the quarter ended August 29, 1998).

       10.20 - Amended and  Restated  Manufacturing  Agreement  with  Hershey
               Foods  Corporation,   dated  March  13,  1998.  (Incorporated  by
               reference to the Company's  Quarterly Report on Form 10-Q for the
               quarter ended August 29, 1998).


                                       22
<PAGE>


Index to Exhibits (continued)


       10.21 - Memorandum  of Agreement  with Major League  Baseball  Players
               Association.   (Incorporated   by  reference  to  the   Company's
               Quarterly  Report on Form 10-Q for the quarter  ended  August 29,
               1998).

       10.22 - Retail Product License  Agreement  between the Company and NBA
               Properties,  Inc.  dated  November  19,  1998.  (Incorporated  by
               reference to the Company's  Quarterly Report on Form 10-Q for the
               quarter ended November 28, 1998).

       10.23 - License  Agreement  between the Company and National  Football
               League   Players   Incorporated,   dated   September   27,  1998.
               (Incorporated  by reference to the Company's  Quarterly Report on
               Form 10-Q for the quarter ended November 28, 1998).

       10.24 - Amended  and  Restated  Employment  Agreement  with  Arthur T.
               Shorin dated March 1, 1999.*

          13 - Annual   Report   (Except  for  those   portions   specifically
               incorporated by reference, the 1999 Annual Report to Stockholders
               is furnished for the  information of the Commission and is not to
               be deemed "filed" as part of this filing).

          21 - Significant Subsidiaries of the Company.*

          23 - Consent of Independent Public Accountants.*

          27 - Financial Data Schedule.*




*filed herewith


                                       23
<PAGE>



                          INDEPENDENT AUDITORS' REPORT
                  ON CONSOLIDATED FINANCIAL STATEMENT SCHEDULE







The Topps Company, Inc.:

We have audited the consolidated  balance sheets of The Topps Company,  Inc. and
Subsidiaries  as of  February  27,  1999 and  February  28, 1998 and the related
consolidated  statements of operations,  stockholders' equity and cash flows for
each of the three years in the period ended  February 27, 1999,  and have issued
our report thereon dated April 2, 1999; such consolidated  financial  statements
and report are  included  in your 1999  Annual  Report to  Stockholders  and are
incorporated  herein by  reference.  Our audits also  included the  consolidated
financial statement schedule of The Topps Company,  Inc. and Subsidiaries listed
in Item 14. This consolidated financial statement schedule is the responsibility
of the Company's  management.  Our responsibility is to express an opinion based
on our audits. In our opinion,  such consolidated  financial statement schedule,
when considered in relation to the basic financial  statements taken as a whole,
present fairly in all material respects the information set forth therein.




Deloitte & Touche LLP
New York, New York
April 2, 1999

                                      S-1
<PAGE>




                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                SCHEDULE VIII. VALUATION AND QUALIFYING ACCOUNTS
                             (Amounts in thousands)
<TABLE>
<CAPTION>
<S>                                     <C>            <C>                 <C>            <C>                 <C>

             Column A                   Column B                  Column C                 Column D          Column E
------------------------------------  --------------   -------------------------------  ---------------   ---------------
                                         Balance        Charged to         Charged                           Balance
                                      at Beginning       Costs and         Against        Additions           At End
            Description                 of Period        Expenses           Sales        (Deductions)       of Period
                                      --------------   --------------   --------------  ---------------   ---------------

Year Ended March 1, 1997:
   Amortization of Sports,
      Entertainment and
      Proprietary Products              $    24,943      $     1,932                                         $    26,875
  Amortization of Other
      Intangible Assets                       7,901              717                             $(36)       $     8,582
                                      --------------   --------------                   ---------------   ---------------
                                        $    32,844      $     2,649                             $(36)       $    35,457
                                      ==============   ==============                   ===============   ===============

  Allowance for Estimated Losses
     on Sales Returns                   $    22,123                       $    46,096     $   (44,980) (a)   $    23,239
                                      ==============                    ==============  ===============   ===============

  Allowance for Doubtful Accounts       $       888      $       379                      $      (141)       $     1,126
                                      ==============   ==============                   ===============   ===============

  Inventory Valuation Adjustment        $    23,415      $     6,418                      $   (11,381) (b)   $    18,452
                                      ==============   ==============                   ===============   ===============

=========================================================================================================================

Year Ended February 28, 1998:
   Amortization of Sports,
      Entertainment and
      Proprietary Products              $    26,875      $     1,898                                         $    28,773
  Amortization of Other
      Intangible Assets                       8,582              720                                         $     9,302
                                      --------------   --------------                                     ---------------
                                        $    35,457      $     2,618                                         $    38,075
                                      ==============   ==============                                     ===============

  Allowance for Estimated Losses
     on Sales Returns                   $    23,239                       $    35,468     $   (39,449) (a)   $    19,258
                                      ==============                    ==============  ===============   ===============

  Allowance for Doubtful Accounts       $     1,126      $       703                      $      (668)       $     1,161
                                      ==============   ==============                                     ===============

  Inventory Valuation Adjustment        $    18,452      $     5,340                      $   (15,842) (b)   $     7,950
                                      ==============   ==============                   ===============   ===============

=========================================================================================================================

Year Ended February 28, 1999:
   Amortization of Sports,
      Entertainment and
      Proprietary Products              $    28,773      $     1,898                                         $    30,671
  Amortization of Other
      Intangible Assets                 $     9,302      $       721                                         $    10,023
                                      --------------   --------------                                     ---------------
                                        $    38,075  #   $     2,618                                         $    40,693
                                      ===============================                                     ===============

  Allowance for Estimated Losses
     on Sales Returns                   $    19,258                       $    21,518     $   (28,147) (a)   $    12,629
                                      ==============                    ==============  ===============   ===============

  Allowance for Doubtful Accounts       $     1,161      $       424                      $       (448)      $     1,137
                                      ==============   ==============                   ===============   ===============

  Inventory Valuation Adjustment        $     7,950      $     2,656                      $    (5,309) (b)   $     5,297
                                      ==============   ==============                   ===============   ===============

=========================================================================================================================
</TABLE>
                                      S-2