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

                                    FORM 10-Q


(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended August 27, 2005

                                       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: 000-15817


                             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, including zip code)


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




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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 126-2 of the Act).   Yes _X_   No ____.


The  number of  outstanding  shares of Common  Stock as of  October  1, 2005 was
40,606,186.






<PAGE>


                             THE TOPPS COMPANY, INC.
                                AND SUBSIDIARIES



--------------------------------------------------------------------------------
                         PART I - FINANCIAL INFORMATION
--------------------------------------------------------------------------------


ITEM 1.  FINANCIAL STATEMENTS


                                Index                                   Page
                                ----                                    ----

        Condensed  Consolidated  Balance Sheets as of August 27,
         2005 (Unaudited) and February 26, 2005                           3

        Condensed Consolidated Statements of Operations for the
         thriteen and twenty-six week periods ended August 27, 2005
         and August 28, 2004 (Unaudited)                                  4

        Condensed Consolidated Statements of Comprehensive Income
         for the thirteen and twenty-six week periods ended August
         27, 2005 and August 28, 2004 (Unaudited)                         5

        Condensed Consolidated Statements of Cash Flows for the
         twenty-six weeks ended August 27, 2005 and August 28, 2004
         (Unaudited)                                                      6

        Notes to Condensed Consolidated Financial Statements              7

        Report of Independent Registered Public Accounting Firm          16


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS                                       17


ITEM 3.  DISCLOSURES ABOUT MARKET RISK                                   22


ITEM 4.  CONTROLS AND PROCEDURES                                         22



--------------------------------------------------------------------------------
                           PART II - OTHER INFORMATION
--------------------------------------------------------------------------------


ITEM 1.  LEGAL PROCEEDINGS                                               23


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             25


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                26



                                       2

<PAGE>


                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)


                                                           August      February
                                                          27, 2005     26, 2005
                                                          --------     --------
                                                          (amounts in thousands,
                                                            except share data)
ASSETS
------
CURRENT ASSETS:
  Cash and cash equivalents ..........................   $  32,180    $  36,442
  Short-term investments .............................      64,754       69,955
  Accounts receivable, net ...........................      27,578       27,851
  Inventories ........................................      37,275       32,936
  Income tax receivable ..............................         834          338
  Deferred tax assets ................................       3,809        3,616
  Prepaid expenses and other current assets ..........      12,250       14,541
                                                         ---------    ---------
        TOTAL CURRENT ASSETS .........................     178,680      185,679

PROPERTY, PLANT AND EQUIPMENT ........................      36,288       34,983
  Less:  accumulated depreciation and amortization ...      23,910       22,430
                                                         ---------    ---------
        PROPERTY, PLANT AND EQUIPMENT ................      12,378       12,553

GOODWILL .............................................      67,566       67,566
INTANGIBLE ASSETS, net of accumulated amortization ...       7,646        8,544
DEFERRED TAX ASSETS ..................................       4,502        4,222
OTHER ASSETS .........................................      13,332       11,847
                                                         ---------    ---------
        TOTAL ASSETS .................................   $ 284,104    $ 290,411
                                                         =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
  Accounts payable ...................................   $  10,132    $  12,658
  Accrued expenses and other liabilities .............      24,757       27,485
  Deferred tax liabilities ...........................          19          -
  Income taxes payable ...............................       5,117        7,390
                                                         ---------    ---------
        TOTAL CURRENT LIABILITIES ....................      40,025       47,533

OTHER LIABILITIES ....................................      24,160       23,689
                                                         ---------    ---------
        TOTAL LIABILITIES ............................      64,185       71,222
                                                         ---------    ----------

STOCKHOLDERS' EQUITY:
  Preferred stock, par value $.01 per share; authorized
    10,000,000 shares, none issued ...................         -           -

  Common stock, par value $.01 per share; authorized
    100,000,000 shares; issued 49,244,000 shares as of
    of August 27, 2005 and February 26, 2005 .........        492          492

  Additional paid-in capital .........................      28,293       28,293

  Treasury stock, 8,689,000 shares and 8,790,000 shares
    as of August 27, 2005 and February 26, 2005 ......     (84,383)     (85,060)

  Retained earnings ..................................     277,721      275,226

  Accumulated other comprehensive (loss)/ income,
  net of tax .........................................      (2,204)         238
                                                          ---------    ---------
        TOTAL STOCKHOLDERS' EQUITY ...................     219,919      219,189
                                                         ---------    ---------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...   $ 284,104    $ 290,411
                                                         =========    =========

See Notes to Condensed Consolidated Financial Statements.



                                       3

<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                      Thirteen weeks ended        Twenty-six weeks ended
                                  August 27,      August 28,     August 27,      August 28,
                                     2005            2004           2005            2004
                                 ------------    ------------   ------------    ------------
                                          (amounts in thousands, except share data)
<S>                              <C>             <C>            <C>             <C>
Net sales                        $     75,277    $     68,781   $    154,143    $    156,870
Cost of sales                          46,857          42,501         98,049          96,791
                                 ------------    ------------   ------------    ------------
   Gross profit on sales               28,420          26,280         56,094          60,079

Other income                              195             411          1,147             844
Selling, general and
administrative expenses                25,330          21,879         53,559          50,472
                                 ------------    ------------   ------------    ------------
     Income from operations             3,285           4,812          3,682          10,451

Interest income, net                      798             557          1,537           1,041
                                 ------------    ------------   ------------    ------------
Income before (benefit)/
 provision for income taxes             4,083           5,369          5,219          11,492

(Benefit)/provision
 for income taxes                        (754)          1,714           (515)          3,735
                                 ------------    ------------   ------------    ------------
   Net income                    $      4,837    $      3,655   $      5,734    $      7,757
                                 ============    ============   ============    ============


Net income per share - basic     $       0.12    $       0.09           0.14    $       0.19
                     - diluted   $       0.12    $       0.09           0.14    $       0.19


Weighted average shares
 outstanding - basic               40,512,000      40,459,000     40,484,000      40,513,000
             - diluted             41,547,000      41,511,000     41,429,000      41,565,000
</TABLE>



See Notes to Condensed Consolidated Financial Statements.


                                       4

<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                              COMPREHENSIVE INCOME
                                  (Unaudited)


                                   Thirteen weeks ended   Twenty-six weeks ended
                                  August 27,  August 28,  August 27,  August 28,
                                     2005        2004        2005        2004
                                  ----------  ----------  ----------  ---------
                                    (amounts in thousands, except share data)

Net income                         $ 4,837     $ 3,655     $ 5,734     $ 7,757

Currency translation adjustment       (636)       (756)     (2,442)     (1,623)
                                   -------     -------     -------     -------

Comprehensive income               $ 4,201     $ 2,899     $ 3,292     $ 6,134
                                   =======     =======     =======     =======



































See Notes to Condensed Consolidated Financial Statements.


                                       5

<PAGE>


                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)


                                                         Twenty-six weeks ended
                                                           August       August
                                                          27, 2005     28, 2004
                                                          --------     --------
                                                          (amounts in thousands)

Cash flows from operating activities:

Net income                                                $  5,734     $  7,757
  Adjustments to reconcile net income to cash
  (used in)/ provided by operating activities:
    Depreciation and amortization                            2,852        3,161
    Deferred income taxes                                     (454)         317
Changes in operating assets and liabilities:
  Accounts receivable                                          273       10,718
  Inventories                                               (4,339)       2,007
  Income tax receivable/payable                             (2,769)       2,178
  Prepaid expenses and other current assets                  2,291        1,916
  Payables and other current liabilities                    (5,254)      (2,982)
  Cumulative foreign currency adjustment and other          (1,400)        (218)
                                                          --------     --------
    Cash (used in)/provided by operating activities         (3,066)      24,854
                                                          --------     --------

Cash flows from investing activities:

  Proceeds from sales/(purchase) of
   short-term investments                                    5,201      (10,525)
  Additions to property, plant and equipment                (1,305)      (1,065)
                                                          --------     --------
    Cash provided by/(used in) investing activities          3,896      (11,590)
                                                          --------     --------

Cash flows from financing activities:

  Dividends paid to stockholders                            (3,239)      (3,254)
  Purchase of treasury stock                                  --         (3,202)
  Exercise of stock options                                    677          649
                                                          --------     --------
    Cash used in financing activities                       (2,562)      (5,807)
                                                          --------     --------

Effect of exchange rates on cash and cash equivalents       (2,530)      (1,220)
                                                          --------     --------
Net (decrease)/increase in cash                           $ (4,262)    $  6,237
                                                          ========     ========

Cash at beginning of year                                   36,442       56,959
                                                          --------     --------
Cash at end of period                                     $ 32,180     $ 63,196
                                                          --------     --------

Supplemental disclosure of cash flow information:
  Interest paid                                           $     38     $    137
  Income taxes paid                                       $  1,797     $  1,792

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

See Notes to Condensed Consolidated Financial Statements.


                                       6

<PAGE>


                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   AS OF AUGUST 27, 2005 AND FEBRUARY 26, 2005
             AND FOR THE THIRTEEN AND TWENTY-SIX WEEK PERIODS ENDED
                      AUGUST 27, 2005 AND AUGUST 28, 2004


1.   Summary of Significant Accounting Policies

     Basis  of  Presentation:   The  accompanying  unaudited  condensed  interim
     consolidated  financial statements have been prepared by The Topps Company,
     Inc.  and its  subsidiaries  (the  "Company")  pursuant  to the  rules  and
     regulations  of the  Securities  and  Exchange  Commission  and reflect all
     adjustments which are, in the opinion of management,  considered  necessary
     for a fair presentation.  Operating results for the twenty-six week periods
     ended August 27, 2005 and August 28, 2004 are not necessarily indicative of
     the results  that may be expected  for the year.  For further  information,
     refer to the  consolidated  financial  statements  and notes thereto in the
     Company's annual report for the year ended February 26, 2005.

     Employee  Stock  Options:  The Company  accounts for  stock-based  employee
     compensation  based on the  intrinsic  value of stock  options  granted  in
     accordance  with the  provisions  of  Accounting  Principles  Board ("APB")
     Opinion  25,  "Accounting  for  Stock  Issued  to  Employees."  Information
     relating to  stock-based  employee  compensation,  including  the pro forma
     effects,  had the Company accounted for stock-based  employee  compensation
     based on the fair value of stock options granted (net of tax) in accordance
     with Statement of Financial  Accounting Standards ("SFAS") 123, "Accounting
     for Stock-Based Compensation," is shown below:


                                        For the thirteen weeks ended
                                  August 27, 2005            August 28, 2004
                              -----------------------   ------------------------
                              As reported   Pro forma   As reported   Pro forma
                              -----------------------   ------------------------
     Net income, as reported    $ 4,837      $ 4,837      $ 3,655      $ 3,655
     Less: Stock-based
           employee compensation     --          (88)                     (170)
     Pro forma net income .....              $ 4,749                   $ 3,485
     Earnings per share:
       Basic .................  $  0.12      $  0.12      $  0.09      $  0.09
       Diluted ...............  $  0.12      $  0.11      $  0.09      $  0.08
     --------------------------------------------------------------------------


                                        For the twenty-six weeks ended
                                  August 27, 2005            August 28, 2004
                              -----------------------   ------------------------
                              As reported   Pro forma   As reported   Pro forma
                              -----------------------   ------------------------
     Net income, as reported    $ 5,734      $ 5,734      $ 7,757      $ 7,757
     Less: Stock-based
           employee compensation     --         (204)                     (311)
     Pro forma net income .....              $ 5,530                   $ 7,446
     Earnings per share:
       Basic .................  $  0.14      $  0.14      $  0.19      $  0.18
       Diluted ...............  $  0.14      $  0.13      $  0.19      $  0.18
     --------------------------------------------------------------------------



                                       7

<PAGE>


     Options have an exercise  price equal to the market price on the date prior
     to the grant date and typically vest over a three-year  period.  No options
     were issued in the first six months of fiscal 2006. With respect to options
     issued in prior years, in determining the preceding pro forma amounts under
     SFAS 123,  the fair value of each option  grant is estimated as of the date
     of grant using the  Black-Scholes  option  pricing model with the following
     assumptions:  $0.16  per share  dividend  on fiscal  2005 and  fiscal  2004
     options, risk free interest rate, estimated volatility and expected life as
     follows:  fiscal  2005  options - 4.4%,  32% and 5.8  years,  respectively;
     fiscal 2004 options - 4.4%, 38% and 6.5 years, respectively.


2.   Quarterly Comparison

     Management  believes  that  quarter-to-quarter  comparisons  of  sales  and
     operating results are affected by a number of factors,  including,  but not
     limited to, the timing of sports and  entertainment  releases,  new product
     introductions,  seasonal  products,  the timing of various expenses such as
     advertising and variations in shipping and factory scheduling requirements.
     Thus, quarterly results may vary.


3.   Accounts Receivable

                                          August        February
                                         27, 2005       26, 2005
                                        ---------       --------
                                         (amounts in thousands)


        Gross receivables               $ 50,904        $ 51,265
        Reserve for returns              (20,240)        (20,824)
        Other reserves                    (3,086)         (2,590)
                                        --------        --------
          Net receivables               $ 27,578        $ 27,851
                                        ========        ========


     Other reserves consist of allowances for discounts,  doubtful  accounts and
     customer deductions for marketing promotional programs.


4.   Inventories
                                          August        February
                                         27, 2005       26, 2005
                                        ---------       --------
                                         (amounts in thousands)

        Raw materials                   $ 11,181        $  7,468
        Work in process                    5,269           3,703
        Finished products                 20,825          21,765
                                        --------        --------
          Total inventories             $ 37,275        $ 32,936
                                        ========        ========


5.   Segment Information

     Following is the  breakdown  of industry  segments as required by SFAS 131,
     "Disclosures About Segments of an Enterprise and Related  Information." The
     Company  has  two   reportable   business   segments:   Confectionery   and
     Entertainment.

     The Confectionery segment consists of a variety of candy products including
     Ring Pop, Push Pop and Baby Bottle Pop,  Juicy Drop Pop, the Bazooka bubble
     gum line and, from time to time,  confectionery  products based on licensed
     characters, such as Pokemon and Yu-Gi-Oh!.


                                       8
<PAGE>

     The  Entertainment  segment  primarily  consists of cards and sticker album
     products  featuring sports and non-sports  subjects.  Trading cards feature
     players from Major League Baseball, the National Basketball Association and
     the National  Football  League,  as well as characters  from popular films,
     television shows and other entertainment properties. Sticker album products
     feature  players  from the  English  Premier  League  and  characters  from
     entertainment  properties  such as Pokemon and Yu-Gi-Oh!  This segment also
     includes  results from WizKids,  a designer and marketer of strategy  games
     acquired in July 2003.

     The Company's chief  decision-maker  regularly evaluates the performance of
     each segment based upon its contributed margin,  which is profit after cost
     of  goods,  product  development,  advertising  and  promotional  costs and
     obsolescence,  but before unallocated  general and administrative  expenses
     and manufacturing  overhead,  depreciation and  amortization,  other income
     (expense), net interest and income taxes.

     The majority of the Company's  assets are shared across both segments,  and
     the Company's  chief  decision-maker  does not evaluate the  performance of
     each segment utilizing  asset-based measures.  Therefore,  the Company does
     not include a  breakdown  of assets or  depreciation  and  amortization  by
     segment.


                                 Thirteen weeks ended   Twenty-six weeks ended
                                August 27,  August 28,  August 27,  August 28,
                                   2005        2004        2005        2004
                                ---------   ----------  ----------  ----------
                                             (amounts in thousands)
Net Sales

Confectionery                    $ 42,248    $ 39,982    $ 86,287    $ 84,189
Entertainment                      33,029      28,799      67,856      72,681
                                 --------    --------    --------    --------
Total                            $ 75,277    $ 68,781    $154,143    $156,870
                                 ========    ========    ========    ========

Contributed Margin

Confectionery                    $ 14,067    $ 15,777    $ 25,907    $ 28,779
Entertainment                      10,046       8,998      18,327      22,426
                                 --------    --------    --------    --------
Total                            $ 24,113    $ 24,775    $ 44,234    $ 51,205
                                 ========    ========    ========    ========

Reconciliation of Contributed
  Margin to Income Before
  Provision for Income Taxes:

Total contributed margin         $ 24,113    $ 24,775    $ 44,234    $ 51,205
Unallocated selling, general
  and administrative expenses
  and manufacturing overhead      (19,602)    (18,805)    (38,847)    (38,437)
Depreciation and amortization      (1,421)     (1,569)     (2,852)     (3,161)
Other income, net                     195         411       1,147         844
                                 --------    --------    --------    --------
Income from operations              3,285       4,812       3,682      10,451
Interest income, net                  798         557       1,537       1,041
                                 --------    --------    --------    --------
Income before provision/
 (benefit) for income taxes      $  4,083    $  5,369    $  5,219    $ 11,492
                                 ========    ========    ========    ========



                                       9

<PAGE>

6.   Common Stock

     In June 2003,  the Board of Directors of the Company  initiated a quarterly
     cash dividend of $0.04 per share.  On June 30, 2005, the Board of Directors
     declared  its second  quarter cash  dividend of $0.04 per share  payable on
     August 1, 2005 to  shareholders  of record on July 18, 2005.  On October 5,
     2005,  the Board of Directors  declared its third  quarter cash dividend of
     $0.04 per share  payable on November 1, 2005 to  shareholders  of record on
     October 18, 2005.

     In October 1999, the Company's Board of Directors authorized the repurchase
     of up to 5 million shares of the Company's  common stock.  In October 2001,
     the Company completed the authorization and the Board approved the purchase
     of  another 5  million  shares.  As of August  27,  2005,  under  these two
     programs,  the Company has purchased  8,390,700  common shares.  During the
     first half of fiscal 2006, the Company did not purchase any shares due to a
     strategic  business  review  being  performed  by  investment  banking  and
     consulting  firms.  In September  2005, the Company  entered into a written
     trading plan that complies with Rule 10b5-1 of the  Securities and Exchange
     Commission which provides for the purchase of up to 500,000 shares for each
     of the next four quarters at the prevailing market price per share, subject
     to certain conditions. Subsequently, as of October 1, 2005, the Company had
     repurchased  11,333  shares.  In  addition,  the  Board  of  Directors  has
     increased the outstanding share authorization to 5 million shares.

     Each of the members of the Board of Directors who is not an employee of the
     Company annually receives $20,000 of restricted stock,  which is issued out
     of treasury stock and vests over one year.


7.   Credit Agreement

     On June 26, 2000,  the Company  entered into a credit  agreement with Chase
     Manhattan  Bank and LaSalle Bank  National  Association  for a term of four
     years, which ended on June 26, 2004. On June 25, 2004, the credit agreement
     was amended to extend the  expiration  date for 90 days in order to provide
     the Company  sufficient  time to complete  refinancing  arrangements.  This
     credit agreement has now expired.

     On September 14, 2004, the Company entered into a new credit agreement with
     JPMorgan Chase Bank. The agreement  provides for a $30.0 million  unsecured
     facility  to cover  revolver  and  letter of credit  needs and  expires  on
     September  13, 2007.  Interest  rates are variable and a function of market
     rates and the Company's EBITDA. The credit agreement contains  restrictions
     and  prohibitions  of a nature  generally  found in loan agreements of this
     type and requires the Company,  among other things,  to comply with certain
     financial covenants, limits the Company's ability to sell or acquire assets
     or borrow additional money and places certain  restrictions on the purchase
     of Company shares and the payment of dividends. The credit agreement may be
     terminated by the Company at any point over the  three-year  term (provided
     the Company repays all outstanding amounts thereunder) without penalty.

     There was no debt  outstanding  under the credit agreement as of August 27,
     2005 or February 26, 2005.


8.   Reclassifications

     Cash and cash  equivalents  and short-term  investments in the prior years'
     financial  statements  have been  reclassified  to conform with the current
     year's presentation.

     The Company has  reclassified  its  portfolio  of auction  rate  securities
     ("ARS")  from  cash  to   short-term   investments   in  line  with  recent
     clarification from regulatory bodies. The Company classified  approximately


                                       10
<PAGE>

     $69,955,000  as of  February  26,  2005 and  reclassified  $36,878,000  and
     $47,403,000  in  investments  in ARS as of February 28, 2004 and August 28,
     2004,  respectively.   Year-over-year  changes  in  the  amounts  of  these
     securities  are now  being  reflected  under  investing  activities  on the
     Consolidated  Statements of Cash Flows. The impact of the  reclassification
     on   investing   activities,   related  to  the  ARS,   was   approximately
     ($10,525,000) for the period ended August 28, 2004.


9.   Goodwill and Intangible Assets

     On March 3, 2002, the Company adopted SFAS 141 "Business  Combinations" and
     SFAS 142 "Goodwill and Other  Intangible  Assets" which require the Company
     to  prospectively  cease  amortization  of  goodwill  and  instead  conduct
     periodic tests of goodwill for impairment.  Intangible  assets as of August
     27, 2005 and February 26, 2005 were as follows:
<TABLE>
<CAPTION>
                                                        (amounts in thousands)
                                           August 27, 2005                   February 26, 2005
                                    Gross                           '   Gross
                                  Carrying   Accumulated            ' Carrying    Accumulated
                                    Value   Amortization     Net    '   Value    Amortization     Net
                                  --------  ------------  --------  ' --------   ------------  --------
<S>                               <C>        <C>          <C>         <C>         <C>          <C>
Licenses and Contracts ........   $ 21,569   $(18,276)    $  3,293  ' $ 21,569    $(17,942)    $ 3,627
Intellectual Property .........     18,784    (14,801)       3,983  '   18,784     (14,284)      4,500
Software and Other ............      2,953     (2,858)          95  '    2,953     ( 2,811)        142
Minimum Pension Liability......        275       --            275  '      275          --         275
                                  --------   ---------    --------  ' --------     ---------   --------
Total Intangibles .............   $ 43,581   $(35,935)    $  7,646  ' $ 43,581     $(35,037)   $ 8,544
                                  ========   =========    ========  ' ========     =========   ========
</TABLE>

     Useful lives of the Company's intangible assets have been established based
     on the Company's  intended use of such assets and their estimated period of
     future  benefit,  which  are  reviewed  periodically.  Useful  lives are as
     follows:

                                     Weighted Average
                Category                Useful Life        Remaining Useful Life
                --------                -----------        --------------------
          Licenses and Contracts          15 years                4.9 years
          Intellectual Property            6 years                3.9 years
          Software and Other               5 years                1.0 years


     The weighted  average  remaining  useful life for the Company's  intangible
     assets in  aggregate  is 4.3 years.  Over the next five years,  the Company
     estimates annual amortization of the intangible assets detailed above to be
     as follows:
                           Fiscal Year(s)               Amount
                           --------------               ------
                                                     (in thousands)
                                2006                    $ 1,797
                                2007                    $ 1,750
                                2008                    $ 1,703
                                2009                    $ 1,703
                                2010 and thereafter     $ 1,591

     In addition to the  amortization  of  intangibles  listed  above,  reported
     amortization   expense,   which  was  $1,191,000  and  $1,268,000  for  the
     twenty-six  weeks ended August 27, 2005 and August 28, 2004,  respectively,
     included  amortization of deferred financing fees and deferred compensation
     costs.


                                       11
<PAGE>

10.  Legal Proceedings

     On November  19, 2001 Media  Technologies,  Inc.  sued the Company and nine
     other  manufacturers  of trading  cards (the  "Defendants")  in the Federal
     District  Court for the Central  District of California  for their sales of
     all types of "relic"  cards that contain an authentic  piece of  equipment,
     i.e.,  a  piece  of  sporting  equipment  or  jersey.   Plaintiffs  alleged
     infringement of U.S. Patent Nos.  5,803,501 and 6,142,532.  On May 23, 2005
     the Company  entered  into a  settlement  agreement  in which it paid Media
     Technologies,  Inc. a sum of $2,000,000.  Media Technologies Inc. agreed to
     dismiss  all  claims  against  the  Company  and to issue a license  to the
     Company to  distribute  relic cards for seven  years.  The Company  further
     agreed that under  certain  conditions  which may arise in the  future,  it
     would make additional payments to Media  Technologies,  Inc. as part of the
     ongoing license.

     In September of 1999,  the Company  filed a lawsuit  against  Cadbury Stani
     S.A.I.C.  ("Stani"), a corporation organized and existing under the laws of
     Argentina,  in federal court in the Southern District of New York. The case
     centers on the licensing  relationship  the parties had since 1957 in which
     the Company had  granted  Stani the  exclusive  right to  manufacuture  and
     distribute   gum  using  the  Bazooka   brand  and  related   formulas  and
     technologies  in  Argentina,  Bolivia,  Chile,  Paraguay  and  Uruguay.  In
     particular,  at  issue  is a 1980  Licensing  Agreement  (the  "Agreement")
     between  the  parties  and a  1985  Amendment  to  that  Agreement.  In its
     September 17, 2003 Fourth Amended complaint, the Company alleges that Stani
     continued to use the Company's  proprietary and  specialized  knowledge and
     experience,  and its trade  secrets,  regarding the production of gum after
     the Agreement's expiration in April 1996, that it unlawfully disclosed this
     information to Cadbury Schweppes PLC ("Schweppes") which purchased Stani in
     1993 and that it  deliberately  concealed its use and  disclosure  from the
     Company.   The   Company   has  filed   claims  for  breach  of   contract,
     misappropriation  of trade secrets and fraudulent  inducement to enter into
     the 1985  Amendment.  The  Company is seeking  to recover  disgorgement  of
     Stani's profits, certain lost royalties and punitive damages,  interest and
     costs. It is also seeking a permanent injunction against Stani's future use
     and  dissemination  of the  Company's  proprietary  information  and  trade
     secrets.  In the Fourth Amended  Complaint,  the Company demands damages in
     excess  of $250  million.  The  Fourth  Amended  Complaint  also  initially
     contained claims against Schweppes,  which the parties agreed to dismiss on
     February 4, 2003.

     On December 17, 2003, Stani moved for partial summary judgment and to limit
     the Company's possible damages.  In part, Stani alleged that certain claims
     were barred by the statute of limitations and that neither  disgorgement of
     Stani's profits nor punitive damages were available remedies to the Company
     on any of its claims. The Court heard oral argument from counsel on January
     14, 2005. By its August 2, 2005 decision,  the Court denied Stani's summary
     judgment motion,  in part, and ruled that (i) the Company's claims were not
     barred by the statute of limitations;  and (ii) disgorgement of profits and
     punitive damages are available  remedies on the Company's  misappropriation
     of trade secrets claims. The Court granted Stani's summary judgment motion,
     in part, and ruled that (i)  disgorgement  of profits and punitive  damages
     are  not  available  remedies  on the  Company's  breach  of  contract  and
     fraudulent inducement claims: and (ii) Stani was not estopped from claiming
     the 1985 Amendment altered the 1980 Agreement.

     The parties await a trial date. If the Company ultimately  prevails in this
     litigation,  it could have a material impact on the Company's  consolidated
     financial statements.

     WizKids,  Inc.  ("Wizkids")  and  Jordan  Weisman  filed  a  complaint  for
     professional malpractice, breach of fiduciary duty and disgorgement of fees
     against the law firm Michael,  Best & Friedrich,  LLP ("MB&F),  and Timothy
     Kelley,  one of its partners,  based on their  submission of the PCT patent


                                       12
<PAGE>

     application  for  WizKids'  combat dial that is alleged to have  prejudiced
     WizKids'  United  States  patent  rights by failing to designate the United
     States as one of the member states for subsequent  conversion to a national
     application.

     WizKids  has  received  a patent  from The United  States  Patent and Trade
     Office  (the  "PTO").  The rights  conferred  by the patent are  dependent,
     however, on the PTO issuing an order granting a pending petition to rectify
     the error  referenced  above.  Prior  petitions have not been successful in
     correcting the error,  and the pending petition is the sixth petition filed
     with the PTO.  In the event the PTO  grants  the  petition,  it may  affirm
     WizKids'  patent rights,  but WizKids  alleges it would still retain claims
     against MB&F for prior damage incurred as a result of the error.

     The complaint  against MB&F and Mr.  Kelley was filed in  Washington  state
     court on December  12,  2003.  The parties  have  indicated  they will file
     motions for summary  judgment  with  respect to the various  claims,  and a
     hearing is scheduled for December 2005.  Trial is scheduled for January 23,
     2006.  Whether  the  petition  is  granted  or  denied,  and/or if  WizKids
     ultimately prevails in this litigation,  it could have a material impact on
     the Company's consolidated financial statements.

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


11.  Employee Benefit Plans

     The  components  of  net  periodic  benefit  costs  for  the  thirteen  and
     twenty-six weeks ended August 27, 2005 and August 28, 2004 are as follows:

                                                               Postretirement
                                               Pension           Healthcare
     ---------------------------------------------------------------------------
                                           August    August    August    August
     Thirteen Weeks                       27, 2005  28, 2004  27, 2005  28, 2004
     ---------------------------------------------------------------------------
                                                  (amounts in thousands)
     Service cost                         $  399    $  355    $   93     $   76
     Interest cost                           618       604       143        142
     Expected return on plan assets         (551)     (524)       -          -
     Amortization of:
        Initial transition obligation       ( 16)     ( 15)       50         50
        Prior service cost                    13        33        -          -
        Actuarial losses                     238       202        10         -
                                          ------     ------   ------     ------
     Net periodic benefit cost            $  701     $ 655    $  296     $  268
                                          ======     ======   ======     ======
     ---------------------------------------------------------------------------

                                                               Postretirement
                                               Pension           Healthcare
     ---------------------------------------------------------------------------
                                           August    August    August    August
     Twenty-six weeks                     27, 2005  28, 2004  27, 2005  28, 2004
     ---------------------------------------------------------------------------
                                                  (amounts in thousands)
     Service cost                         $  798    $  710    $  186     $  152
     Interest cost                         1,236     1,207       286        284
     Expected return on plan assets       (1,102)   (1,048)       -          -
     Amortization of:
        Initial transition obligation       ( 32)     ( 30)      100        100
        Prior service cost                    26        66        -          -
        Actuarial losses                     476       404        20         -
                                          ------     ------   ------     ------
     Net periodic benefit cost            $1,402    $1,309    $  592     $  536
                                          ======    ======    ======     ======
     ---------------------------------------------------------------------------

     The fiscal 2006 costs are  estimated  based on actuarial  assumptions,  and
     actual costs will be adjusted accordingly during the year.


                                       13
<PAGE>

12.  Recently Issued Accounting Pronouncements

     On December 2004, the Financial  Accounting Standards Board ("FASB") issued
     SFAS 123 (revised 2004),  "Share-Based  Payments",  which requires that the
     cost resulting from all share-based  payment  transactions be recognized in
     the financial statements starting with interim statements issued after June
     15, 2005.  The SEC has since  extended the date to be effective  for fiscal
     years beginning after June 5, 2005. This statement  establishes  fair value
     as  the  measurement   objective  in  accounting  for  share-based  payment
     arrangements  and  requires  all  entities  to  apply  a   fair-value-based
     measurement method in accounting for share-based payment  transactions with
     employees.  SFAS 123(R)  (revised  2004)  replaces FASB  Statement No. 123,
     "Accounting for Stock-Based  Compensation",  and supersedes APB Opinion No.
     25,  "Accounting  for Stock Issued to Employees".  The Company is currently
     evaluating  the impact of adopting  this  standard on its future  financial
     statements.

     On December 21, 2004,  the FASB issued FASB Staff  Position  ("FSP") 109-b,
     "Accounting and Disclosure  Guidance for the Foreign Earnings  Repatriation
     Provision With the American Job Creation Act of 2004". The Act introduces a
     one time dividend received deduction on the repatriation of certain foreign
     earnings  to  a  U.S.  taxpayer  provided  certain  criteria  are  met.  An
     enterprise  that is evaluating the  repatriation  provision shall apply the
     provisions  of Statement  109 as it decides on a plan for  reinvestment  or
     repatriation without the effects of the repatriation provision until it has
     decided on a plan. The range of possible amounts the Company is considering
     for repatriation under that provision is between zero and $11 million.  The
     related  potential  range of income tax  effects  is between  zero and $0.4
     million.

     In November 2004, the Financial  Accounting  Standards  Board (FASB) issued
     SFAS No.  151,  "Inventory  Costs",  which  clarifies  the  accounting  for
     abnormal  amounts of idle facility  expense,  freight,  handling costs, and
     wasted  material.  SFAS  No.  151 will be  effective  for  inventory  costs
     incurred  during fiscal years beginning after June 15, 2005. The Company is
     currently  evaluating  the impact of adopting  this  standard in its future
     financial statements.

     In December 2004, the FASB issued SFAS No. 153,  "Exchanges of Non-monetary
     Assets",  which  eliminates  the  exception for  non-monetary  exchanges of
     similar  productive  assets and  replaces it with a general  exception  for
     exchanges of  non-monetary  assets that do not have  commercial  substance.
     SFAS No. 153 will be effective for non-monetary  asset exchanges  occurring
     in fiscal periods  beginning  after June 15, 2005. The Company is currently
     evaluating  the impact of adopting  this  standard in its future  financial
     statements.

     In May 2005,  the FASB issued SFAS No. 154,  "Accounting  Changes and Error
     Corrections",  a replacement of APB Opinion No.20, "Accounting Changes" and
     SFAS No.3, "Reporting Accounting Changes in Interim Financial  Statements",
     which changes the requirements for the accounting and reporting of a change
     in accounting  principle.  SFAS No. 154 applies to all voluntary changes in
     accounting  principle  as  well as to  changes  required  by an  accounting
     pronouncement that does not include specific  transition  provisions.  SFAS
     No. 154 will be effective for accounting  changes and corrections of errors
     made in fiscal years  beginning  after  December  15, 2005.  The Company is
     currently  evaluating  the impact of adopting  this  standard in its future
     financial statements.


13.  Off-Balance Sheet Arrangements

     The  Company  does  not  have  any  off-balance  sheet   arrangements  and,
     therefore,  there  is no  effect  on its  financial  position,  changes  in
     financial position, revenue or expenses, results of operations,  liquidity,
     capital expenditures or capital resources from this type of arrangement.


                                       14
<PAGE>

14.  Subsequent Event

     On September 29, 2005, a  restructuring  program was  announced  which will
     separate  the  Confectionery  and  Entertainment  businesses  to the extent
     practical and streamline the  organizational  structure  through  headcount
     reductions.  In connection with the headcount reductions,  the Company will
     incur a  charge  of  approximately  $2.4  million,  of  which  50%  will be
     recognized in the third quarter and the balance in the fourth  quarter.  In
     addition,  the  Company  announced  that it will  exit one of its  Internet
     operations,  thePit.com, through either sale or closure, and will record an
     after-tax charge of approximately $5 million in the third quarter.



                                       15

<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REVIEW
--------------------------------------------------------------


To the Board of Directors and Stockholders of The Topps Company, Inc.


We have reviewed the accompanying  condensed  consolidated  balance sheet of The
Topps Company,  Inc. and subsidiaries (the "Company") as of August 27, 2005, and
the related  condensed  consolidated  statements  of  operations,  comprehensive
income, and cash flows for the thirteen and twenty-six week periods ended August
27, 2005 and August 28, 2004 and of cash flows for the  twenty-six  week periods
ended August 27, 2005 and August 28, 2004.  These interim  financial  statements
are the responsibility of the Company's management.

We conducted  our reviews in  accordance  with  standards of the Public  Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information  consists  principally of applying analytical  procedures and making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting  Oversight Board (United States), the objective
of which is the  expression of an opinion  regarding  the  financial  statements
taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to such condensed  consolidated interim financial statements for them to
be in conformity with  accounting  principles  generally  accepted in the United
States of America.

We have previously  audited,  in accordance with standards of the Public Company
Accounting  Oversight Board (United States),  the consolidated  balance sheet of
the Company as of February 26, 2005, and the related consolidated  statements of
operations,  stockholders' equity,  comprehensive income, and cash flows for the
year then ended (not  presented  herein);  and in our report  dated May 10, 2005
(May 23,  2005 as to note 22),  we  expressed  an  unqualified  opinion on those
consolidated financial statements.  In our opinion, the information set forth in
the accompanying  condensed  consolidated balance sheet as of August 27, 2005 is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.




 /s/  DELOITTE & TOUCHE LLP
--------------------------
      DELOITTE & TOUCHE LLP



New York, New York
October 5, 2005


                                       16

<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


The  following  table sets forth,  for the periods  indicated,  net sales by key
business segment:

                         Thirteen weeks ended       Twenty-six weeks ended
                       August 27,    August 28,    August 27,     August 28,
                          2005          2004          2005          2004
                       ----------    ----------    ----------    -----------
                                    (in thousands of dollars)
     Net Sales

     Confectionery      $ 42,248      $ 39,982      $ 86,287      $ 84,189
     Entertainment        33,029        28,799        67,856        72,681
                        --------      --------      --------      --------
     Total              $ 75,277      $ 68,781      $154,143      $156,870
                        ========      ========      ========      ========
     -----------------------------------------------------------------------



Second Quarter Fiscal Year 2006 (thirteen weeks ended August 27, 2005) versus
Second Quarter Fiscal Year 2005 (thirteen weeks ended August 28, 2004)
-----------------------------------------------------------------------------

Net sales for the second quarter of fiscal 2006 were $75.3 million,  an increase
of $6.5  million,  or 9.4%,  from $68.8  million in the same  period  last year.
Changes in foreign  currency rates versus the dollar did not  materially  impact
revenue.

Net sales of confectionery  products,  which include,  among other things,  Ring
Pop,  Push Pop,  Baby Bottle Pop,  Juicy Drop Pop,  Bazooka brand bubble gum and
licensed candy products,  were $42.2 million in the second quarter of this year,
an increase of $2.3 million,  or 5.7%,  from $40.0 million in fiscal 2005.  This
increase was the result of strong  performance in the U.S. of Ring Pop, Push Pop
and Baby Bottle Pop. Growth was driven by new television  commercials and higher
levels of  advertising,  as well as by  increased  promotional  support  at club
stores.  Juicy Drop Pop distribution  gains also added to year-over-year  sales.
The impact of stronger foreign currencies on sales this year was negligible.

Net sales of  entertainment  products,  which include cards,  stickers,  sticker
albums and the WizKids line of strategy games,  were $33.0 million in the second
quarter of fiscal  2006,  an  increase  of $4.2  million,  or 14.7%,  from $28.8
million in the same period last year.  The increase  reflected a very  favorable
performance  of football  cards which  benefited  from a strong  rookie line up,
products and promotions  featuring Topps' 50th anniversary of marketing football
products and a reduction in the number of other football  products in the market
due to the liquidation of a long-term competitor.  Additionally, strong sales of
non-sports publishing products,  specifically those featuring WWE in Italy, Star
Wars and Wacky Packages added to sales in the quarter. Finally, Wizkids sales in
the quarter surpassed year ago levels,  driven by positive acceptance of Pirates
products both in the gaming channel and mass market.  Weaker foreign  currencies
(a function of a different product mix than confectionery  sales) had a modestly
negative impact on sales in the quarter this year.

Gross profit as a percentage  of net sales in the second  quarter of fiscal 2005
was 37.8% as compared  with last year's level of 38.2%.  This decline  reflected
higher  provisions for returns driven by a somewhat sluggish sports card market,
particularly as regards previously shipped baseball and basketball  products and
WizKids' mass market sales.



                                       17

<PAGE>

SG&A expense was $25.3  million in the quarter this year,  up from $21.9 million
in fiscal 2005.  As a percentage  of net sales,  SG&A was 33.6% this year versus
31.8% a year ago. Higher SG&A dollar spending was primarily the result of a $2.8
million  increase in  marketing  costs due to a return to  historical  levels of
advertising on the U.S. confectionery business and the launch of new products in
Japan.  Overhead expenses also increased  year-over-year due to the extension of
the Chairman's employment contract,  implementation of new systems, higher audit
and Sarbanes-Oxley expenses and normal salary inflation.

Net  interest  income of $798,000 in the second  quarter of this year was higher
than a year ago due to more favorable interest rates.

The Company  reflects  provisions  for federal,  state and local income taxes in
accordance with statutory income tax rates. The Company's tax rate of (18.5%) in
the second  quarter of this year  versus  31.9% last year  reflected  a non-cash
reversal of approximately  $1.6 million of tax reserves following the completion
of a tax audit. Excluding this reversal, the Company's tax rate was 20.6%, which
reflects the benefit of foreign tax credits and other tax planning.

Net income for the second quarter of fiscal 2006 was $4.8 million,  or $0.12 per
diluted  share,  compared  with $3.7 million,  or $0.09,  per diluted share last
year.  The  reversal of tax reserves in the quarter this year added $1.6 million
to net income and $0.04 to E.P.S.



First Half Fiscal 2006 (twenty-six weeks ended August 27, 2005) compared to
First Half Fiscal 2005 (twenty-six weeks ended August 28, 2004)
---------------------------------------------------------------------------


Net sales in the first half of fiscal  2006 were $154.1  million,  a decrease of
$2.7  million,  or 1.7%,  from  $156.9  million  in the same  period  last year.
Stronger  foreign  currencies  versus the dollar  served to increase this year's
sales by $1.6 million, primarily in the first quarter.

Net sales of confectionery products were $86.3 million in the first half of this
year, an increase of $2.1 million,  or 2.5%,  from $84.2 million in fiscal 2005.
Stronger  foreign  currencies  contributed  $1.0  million.  Higher  sales were a
function  of  distribution  gains of Juicy  Drop Pop in the U.S.,  the launch of
Bazooka  Booster  worldwide  and roll  out of Mega  Mouth  Spray  in  Japan  and
Argentina.

Net sales of  entertainment  products  in the first half of this year were $67.9
million,  a decrease of $4.8  million,  or 6.6%,  from $72.7  million last year.
Stronger  foreign  currencies added $0.6 million to sales this year. The absence
of the European  Football  Championship  and related  products in the twenty-six
weeks this year and softer  first  quarter  U.S.  sports  sales were the primary
reasons for the year-over-year sales decline. Net sales of non-sports publishing
products  increased in the period this year driven by strong releases  featuring
WWE, Wacky Packages and Barbie.

Gross profit as a  percentage  of net sales in the first half of fiscal 2006 was
36.4% as  compared  with  38.3% for the same  period  last  year.  This  decline
reflected an increase in provisions  for returns  associated  primarily with the
U.S. entertainment  segment,  including WizKids, as well as higher price support
for U.S.  confectionery  products.  Additionally,  product  mix  changes and the
introduction of lower margin confectionery  products in the first quarter served
to reduce gross profit margins this year.



                                       18
<PAGE>

SG&A expense was $53.6  million for the first half of fiscal 2006  compared with
$50.5  million  for the same period in fiscal  2005.  As a percent of net sales,
SG&A was 34.7%,  2.5% points  higher than last year.  Excluding  the impact of a
$1.9  million  European  Community  fine in the fiscal 2005 first  quarter,  the
year-over-year increase in SG&A for the six-month period was $5.0 million.  This
increase was the result of higher  advertising  and  marketing  costs due to the
reinstatement of U.S. confectionery advertising levels and a national television
campaign in support of  WizKids'  launch of their  Pirates  products in the mass
market.  Other costs  associated with the extension of the Chairman's  contract,
normal  salary  inflation,   increased   merchandising   support  for  the  U.S.
confectionery business and the implementation of new systems also contributed to
the increase in SG&A.

Net interest  income for the first half of fiscal 2006 increased to $1.5 million
from $1.0 million in fiscal 2005 due to higher interest rates.

The  Company's tax rate for the first half this year of (9.9%) versus 32.5% last
year reflected a one-time non-cash reversal of approximately $1.6 million of tax
reserves following the completion of a tax audit.  Without the reversal of these
reserves,  the  Company's  tax rate would have been 20.6%,  which  reflects  the
benefit of foreign tax credits and other tax planning.

Net  income in the  first  half of fiscal  2006 was $5.7  million,  or $0.14 per
diluted share, compared with $7.8 million, or $0.19 per diluted share last year.
The reversal of tax reserves in the second  quarter this year added $1.6 million
to net income and $0.04 to EPS.


Other Matters
-------------

On September 29, 2005, a restructuring program was announced which will separate
the  Confectionery and  Entertainment  businesses to the extent  practical,  and
streamline  the  organizational  structure  through  headcount  reductions.   In
connection  with the  headcount  reductions,  the Company will incur a charge of
approximately $2.4 million, of which 50% will be recognized in the third quarter
and the balance in the fourth quarter.  In addition,  the Company announced that
it will exit one of its Internet operations,  thePit.com, through either sale or
closure,  and will record an after-tax charge of approximately $5 million in the
third quarter.


Liquidity and Capital Resources
-------------------------------

Management believes that the Company has adequate reserves to meet its liquidity
and capital needs over the foreseeable  future as a result of the combination of
cash on hand, anticipated cash from operations and credit line availability.

On August 27, 2005,  the Company had $32.2 million in cash and cash  equivalents
and $64.8 million in short-term investments.

On June 26,  2000,  the  Company  entered  into a credit  agreement  with  Chase
Manhattan Bank and LaSalle Bank National  Association  for a term of four years,
which ended on June 26, 2004. On June 25, 2004, the credit agreement was amended
to  extend  the  expiration  date for 90 days in order to  provide  the  Company
sufficient time to complete refinancing arrangements.  This credit agreement has
now expired.

On September  14, 2004,  the Company  entered into a new credit  agreement  with
JPMorgan  Chase Bank.  The  agreement  provides  for a $30.0  million  unsecured
facility to cover  revolver  and letter of credit needs and expires on September
13,  2007.  Interest  rates are  variable and a function of market rates and the
Company's EBITDA. The credit agreement contains restrictions and prohibitions of
a nature  generally  found in loan  agreements  of this  type and  requires  the
Company, among other things, to comply with certain financial covenants,  limits


                                       19
<PAGE>

the Company's  ability to sell or acquire assets or borrow  additional money and
places certain restrictions on the purchase of Company shares and the payment of
dividends.  The credit  agreement  may be terminated by the Company at any point
over the three-year  term (provided the Company repays all  outstanding  amounts
thereunder) without penalty.

In October  2001,  the Board of  Directors  authorized  the  purchase of up to 5
million  shares of stock.  To-date,  the Company has  repurchased a total of 3.4
million shares under this  authorization.  During the first half of fiscal 2006,
the Company did not purchase any shares due to a strategic business review being
performed by investment  banking and consulting  firms.  In September  2005, the
Company  entered into a written  trading plan that  complies with Rule 10b5-1 of
the Securities and Exchange  Commission which provides for the purchase of up to
500,000 shares for each of the next four quarters at the prevailing market price
per share, subject to certain conditions.  Subsequently,  as of October 1, 2005,
the Company had repurchased  11,333 shares. In addition,  the Board of Directors
has increased the outstanding share authorization to 5 million shares.

In the  twenty-six  weeks ended August 27, 2005,  the  Company's net decrease in
cash and cash equivalents was $4.3 million versus an increase of $6.2 million in
the comparable period of fiscal 2005.

Cash used by operating  activities in the first  twenty-six weeks of this period
was $3.1 million  versus cash provided of $24.9  million last year.  This use of
cash was  primarily  due to a $5.3  million  reduction  in  payables  related to
payment of fiscal 2005 bonuses and the timing of European purchases,  as well as
to a $4.3  million  increase in  inventories  stemming  from the timing of board
stock  purchases and the  acquisition of autographs for future sports  products.
Prior period's  favorable  cash  performance  reflected  higher net income and a
substantial  reduction in accounts  receivable due to an increase in the returns
reserve related to sales of European entertainment products.

Cash provided by investing  activities was $3.9 million this period versus a use
of cash of $11.6  million  last  year.  In the  first six  months of this  year,
short-term investments were reduced by $5.2 million, partially offset by capital
spending of $1.3 million,  largely  related to the rollout of new systems.  Last
year's use of cash of $11.6  million  reflected the purchase of $10.5 million of
short-term  investments and $1.1 million in capital  spending.  Fiscal 2006 full
year capital  spending is projected to be  approximately  $3 million,  driven by
investments in Ring Pop production equipment and computer software and hardware.
Capital spending will be funded out of cash flow from operating activities.

Cash used in financing  activities  of $2.6 million  this period  reflects  $3.2
million in cash dividends, partially offset by $0.6 million in cash from options
exercised.  This compares  with a total outlay for financing  activities of $5.8
million  in the  same  period  last  year,  comprised  of $3.2  million  in cash
dividends  and $3.2  million in treasury  stock  purchases  less $0.6 million in
stock option exercises. Dividend payments and treasury stock purchases are being
funded out of cash flow from operating activities.

There are no material  changes  outside  the  ordinary  course of business  with
respect to Company's purchase  obligations as presented in the Commitments table
included in its Annual Report on Form 10-K for the year ended February 26, 2005.

The Company does not have any off-balance  sheet  arrangements  and,  therefore,
there is no effect on its financial  position,  changes in financial  condition,
revenue or expenses, results of operations,  liquidity,  capital expenditures or
capital resources from this type of arrangement.


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.  Among the factors  that could cause the  Company's  actual  results to
differ  materially from those indicated in any such  forward-looking  statements
are:  (i)  the  failure  of  certain  of  the  Company's   principal   products,


                                       20
<PAGE>

particularly  sports  cards,   entertainment   cards,  WizKids  strategy  games,
confectionery products and sticker album collections,  to achieve expected sales
levels;  (ii) the Company's  inability to produce timely, or at all, certain new
planned confectionery  products;  (iii) quarterly  fluctuations in results; (iv)
the Company's loss of important licensing  arrangements;  (v) the Company's loss
of important supply arrangements with third parties; (vi) the loss of any of the
Company's key customers or distributors;  (vii) further material  contraction in
the trading card industry as a whole;  (viii) excessive returns of the Company's
products;  (ix) civil unrest,  currency devaluation,  health-related  issues, or
political  upheaval in certain foreign  countries in which the Company  conducts
business;  and other risks  detailed from time to time in the Company's  reports
and registration statements filed with the Securities and Exchange Commission.


Critical Accounting Policies
----------------------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires Topps management to
make  estimates  and  judgments  that  affect the  reported  amounts of revenue,
expenses,  assets,  liabilities  and the  disclosure  of  contingent  assets and
liabilities. Actual results may differ from these estimates.

Note 1 to the  Company's  consolidated  financial  statements,  included  in its
Annual  Report on Form 10-K for the year ended  February 26,  2005,  "Summary of
Significant   Accounting  Policies,"   summarizes  its  significant   accounting
policies. Following is a summary of the critical policies and methods used.

Revenue  Recognition:  Revenue  related to sales of the  Company's  products  is
generally  recognized when products are shipped,  the title and risk of loss has
passed  to  the  customer,   the  sales  price  is  fixed  or  determinable  and
collectibility  is  reasonably  assured.  Sales made on a  returnable  basis are
recorded net of a provision for estimated returns.  These estimates are revised,
as necessary, to reflect actual experience and market conditions.

Returns  Provisions:  In  determining  the  provision  for returns,  the Company
performs an in-depth  review of wholesale and retail  inventory  levels for each
product  sold,  trends  in  product  sell-through  by sales  channel,  and other
factors.  The provision  for returns was $12.4  million in the first  twenty-six
weeks of fiscal 2006 and $11.2  million in 2005,  which equates to 8.0% and 7.1%
of net  sales,  respectively.  The  increase  in the  provision  this  year  was
partially  the result of higher  expected  returns on various  U.S.  sports card
products and on certain WizKids products sold to retail channels. An increase or
decrease in the provision for returns by 1% of net sales would have decreased or
increased operating income by approximately $1.5 million.

Intangible Assets: Intangible assets include trademarks and the value of sports,
entertainment   and  proprietary   product   rights.   Amortization  is  by  the
straight-line  method over estimated lives which range between three and fifteen
years. Management evaluates the recoverability of finite-lived intangible assets
under the provisions of SFAS No. 144  "Accounting for the Impairment or Disposal
of  Long-lived   Assets"  based  on  the  projected   undiscounted   cash  flows
attributable to the individual assets, among other methods.

Accrual for Obsolete  Inventory:  The Company's  accrual for obsolete  inventory
reflects the cost of items in inventory not anticipated to be sold. This accrual
is  deemed  necessary  as a result of  discontinued  items  and  packaging  or a
reduction in forecasted sales and is adjusted  periodically based on a review of
inventory levels and sales projections. The provision for obsolete inventory was
$2.0 million in the  twenty-six  weeks of fiscal 2006 and $1.9 million in fiscal
2005, which equates to 1.3% and 1.2% of net sales, respectively.  An increase or
decrease  in the  provision  for  obsolescence  by 1% of net  sales  would  have
decreased or increased operating income by approximately $1.5 million.



                                       21

<PAGE>

ITEM 3. DISCLOSURES ABOUT MARKET RISK


The Company's  exposure to market risk  associated with activities in derivative
financial  instruments  (e.g.,  hedging  or  currency  swap  agreements),  other
financial  instruments and derivative  commodity  instruments is confined to the
impact of  mark-to-market  changes in foreign  currency  rates on the  Company's
forward contracts and options.  The Company has no debt outstanding and does not
engage in any commodity-related derivative transactions.  As of August 27, 2005,
the Company  had $18.7  million of  contracts  which were  entered  into for the
purpose of hedging  forecasted  receipts and  disbursements  in various  foreign
currencies.



ITEM 4. CONTROLS AND PROCEDURES


Evaluation of disclosure controls and procedures

Our management,  with the participation of our Chief Executive Officer and Chief
Financial  Officer,  has evaluated the effectiveness of our disclosure  controls
and procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under
the Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the
end of the period covered by this quarterly  report.  Based on such  evaluation,
our Chief Executive  Officer and Chief Financial Officer have concluded that, as
of the end of such period, our disclosure  controls and procedures are effective
in  recording,  processing,  summarizing  and  reporting,  on  a  timely  basis,
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act.


Changes in internal controls

There have not been any changes in our internal control over financial reporting
(as such term is defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.  There were no significant  deficiencies or material weaknesses,  and
therefore there were no corrective actions taken.



                                      22
<PAGE>

                                     PART II


ITEM 1. LEGAL PROCEEDINGS

On November 19, 2001 Media  Technologies,  Inc.  sued the Company and nine other
manufacturers of trading cards (the  "Defendants") in the Federal District Court
for the Central  District of California  for their sales of all types of "relic"
cards that contain an authentic  piece of  equipment,  i.e., a piece of sporting
equipment  or  jersey.  Plaintiffs  alleged  infringement  of U.S.  Patent  Nos.
5,803,501 and 6,142,532.  On May 23, 2005 the Company  entered into a settlement
agreement in which it paid Media Technologies,  Inc. a sum of $2,000,000.  Media
Technologies  Inc. agreed to dismiss all claims against the Company and to issue
a license to the Company to distribute  relic cards for seven years. The Company
further agreed that under certain  conditions which may arise in the future,  it
would  make  additional  payments  to Media  Technologies,  Inc.  as part of the
ongoing license.

In September of 1999, the Company filed a lawsuit against Cadbury Stani S.A.I.C.
("Stani"), a corporation organized and existing under the laws of Argentina,  in
federal  court in the  Southern  District of New York.  The case  centers on the
licensing  relationship  the  parties  had since 1957 in which the  Company  had
granted Stani the exclusive  right to  manufacture  and distribute gum using the
Bazooka  brand and related  formulas and  technologies  in  Argentina,  Bolivia,
Chile,  Paraguay  and  Uruguay.  In  particular,  at issue  is a 1980  Licensing
Agreement  (the  "Agreement")  between the parties and a 1985  Amendment to that
Agreement.  In its  September  17, 2003 Fourth  Amended  complaint,  the Company
alleges that Stani  continued to use the Company's  proprietary  and specialized
knowledge and experience, and its trade secrets, regarding the production of gum
after the  Agreement's  expiration in April 1996,  that it unlawfully  disclosed
this information to Cadbury Schweppes PLC ("Schweppes") which purchased Stani in
1993 and that it deliberately concealed its use and disclosure from the Company.
The Company has filed claims for breach of contract,  misappropriation  of trade
secrets and fraudulent inducement to enter into the 1985 Amendment.  The Company
is seeking to recover  disgorgement of Stani's  profits,  certain lost royalties
and  punitive  damages,  interest  and  costs.  It is also  seeking a  permanent
injunction  against  Stani's  future  use  and  dissemination  of the  Company's
proprietary information and trade secrets. In the Fourth Amended Complaint,  the
Company demands damages in excess of $250 million.  The Fourth Amended Complaint
also initially  contained claims against Schweppes,  which the parties agreed to
dismiss on February 4, 2003.

On December 17, 2003,  Stani moved for partial summary judgment and to limit the
Company's  possible  damages.  In part,  Stani alleged that certain  claims were
barred by the statute of limitations  and that neither  disgorgement  of Stani's
profits nor punitive  damages were  available  remedies to the Company on any of
its claims.  The Court heard oral  argument from counsel on January 14, 2005. By
its August 2, 2005 decision,  the Court denied Stani's summary  judgment motion,
in part, and ruled that (i) the Company's  claims were not barred by the statute
of  limitations;  and (ii)  disgorgement  of profits  and  punitive  damages are
available  remedies on the Company's  misappropriation  of trade secrets claims.
The Court granted Stani's summary judgment  motion,  in part, and ruled that (i)
disgorgement of profits and punitive  damages are not available  remedies on the
Company's breach of contract and fraudulent  inducement  claims:  and (ii) Stani
was not estopped from claiming the 1985 Amendment altered the 1980 Agreement.

The parties  await a trial  date.  If the  Company  ultimately  prevails in this
litigation,  it could  have a  material  impact  on the  Company's  consolidated
financial statements.



                                       23

<PAGE>

WizKids,  Inc. ("Wizkids") and Jordan Weisman filed a complaint for professional
malpractice,  breach of fiduciary duty and  disgorgement of fees against the law
firm Michael,  Best & Friedrich,  LLP ("MB&F),  and Timothy  Kelley,  one of its
partners,  based on their  submission of a PCT patent  application  for WizKids'
combat dial that is alleged to have  prejudiced  WizKids'  United  States patent
rights by failing to designate the United States as one of the member states for
subsequent conversion to a national application.

WizKids has recieved a patent from The United States Patent and Trademark Office
(the "PTO"). The rights conferred by the patent are dependent,  however,  on the
PTO issuing an order granting a pending petition to rectify the error referenced
above. Prior petitions have not been successful in correcting the error, and the
pending  petition is the sixth petition filed with the PTO. In the event the PTO
grants the petition,  it may affirm WizKids' patent rights,  but WizKids alleges
it would still retain claims against MB&F for prior damage  incurred as a result
of the error.

The complaint  against MB&F and Mr. Kelley was filed in Washington state cour on
December 12, 2003. The parties have indicated they will file motions for summary
judgment  with  respect to the various  claims,  and a hearing is  scheduled for
December 2005. Trial is scheduled for January 23, 2006.  Whether the petition is
granted or denied, and/or if WizKids ultimately prevails in this litigation,  it
could have a material impact on the Company's consolidated financial statements.

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


                                       24
<PAGE>

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

The Annual  Meeting of  Stockholders  of the Company took place on June 30, 2005
for the following purposes:

     1. To elect three directors;
     2. To ratify the appointment of the Company's independent auditors.

The results of the matters voted on are as follows:

                                           For                  Withheld
                                           ---                  --------
     1. Election of Directors

          Stephen D. Greenberg          32,486,861              5,727,963
          Ann Kirschner                 32,551,936              5,662,888
          Richard Tarlow                32,500,161              5,714,663


                                           For       Withheld   Against
                                           ---       --------   -------
     2. Ratification of Appointment
        of the Company's Independent
        Auditors                        38,004,224   183,195    27,405


On June 9,  2005 the  Company  issued  a press  release  announcing  that it had
settled with  shareholders  who had filed separate proxy  statements.  The press
release was filed in an 8-K on June 13, 2005.


ITEM 4(b).  DIRECTORS

Arthur T. Shortin               Ann Kirschner           Jack H. Nusbaum

Allan A. Feder                  David Mauer             Richard Tarlow

Stephen D. Greenberg            Edward D. Miller        Stanley Tulchin




                                       25

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits as required by Item 601 of Regulation S-K filed herewith:

10.1 Letter Amendment,  effective July 19, 2005, to the Memorandum of Agreement,
     dated  January 6, 2003,  between  the  Company  and Major  League  Baseball
     Players Association. Confidential treatment has been requested with respect
     to  portions of this  exhibit.  Omitted  portions  have been filed with the
     Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
     Exchange Act of 1934, as amended.

10.2 The Topps Company,  Inc. 2001 Stock Incentive Plan, Amended and Restated as
     of June 30, 2005.

31.1 Certification  of Principal  Executive  Officer pursuant to Rules 13a-14(a)
     and 15d-14(a) under the Securities Exchange Act of 1934.

31.2 Certification  of Principal  Financial  Officer pursuant to Rules 13a-14(a)
     and 15d-14(a) under the Securities Exchange Act of 1934.

32.1 Certification  of Arthur T. Shorin,  Chairman and Chief Executive  Officer,
     pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
     the Sarbanes-Oxley Act of 2002.

32.2 Certification  of  Catherine K. Jessup,  Vice-President  - Chief  Financial
     Officer  and  Treasurer  pursuant  to 18 U.S.C.  Section  1350,  as adopted
     pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


Reports on Form 8-K

     1.   Form 8-K, filed on July 7, 2005, reporting the Company's updated stock
          incentive, stock option, and executive severance plans.

     2.   Form  8-K,  filed  on July  25,  2005,  reporting  the  Company's  new
          agreement with the Major League Baseball Players Association.

     3.   Form 8-K,  filed on September  14,  2005,  with press  release,  dated
          September 12, 2005, reporting the Company's termination of the process
          of evaluating the possible sale of the Confectionery business.

     4.   Form 8-K,  filed on September  29,  2005,  with press  release,  dated
          September 29, 2005,  reporting the Company's results of operations and
          financial position for the second fiscal quarter.

     5.   Form 8-K, filed on October 5, 2005, with press release,  dated October
          5, 2005,  reporting the  Company's  fiscal third quarter cash dividend
          declaration.



                                       26

<PAGE>

                                    SIGNATURE


Pursuant  to the  requirements  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.



                                        THE TOPPS COMPANY, INC.
                                       -------------------------
                                               REGISTRANT



                                        /s/ Catherine K. Jessup
                                       -------------------------
                                            Catherine K. Jessup
                                         Duly Authorized Officer


October 6, 2005




                                       27