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 November 26, 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)


                                      N/A
              (Former name, former address and former fiscal year,
                          if changed since last report)



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 12b-2 of the Act).      Yes  _X_     No ____.

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).        Yes  ___     No  __X__


The  number of  outstanding  shares of Common  Stock as of  January  2, 2006 was
40,035,774.






<PAGE>

                             THE TOPPS COMPANY, INC.
                                AND SUBSIDIARIES



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


ITEM 1.  FINANCIAL STATEMENTS


                                Index                                   Page
                                ----                                    ----

        Condensed  Consolidated  Balance Sheets as of November 26,
         2005 and February 26, 2005                                       3

        Condensed Consolidated Statements of Operations for the
         thirteen and the thirty-nine week periods ended November
         26, 2005 and November 27, 2004                                   4

        Condensed Consolidated Statements of Comprehensive Income
         (Loss) for the thirteen and the thirty-nine week periods
         ended November 26, 2005 and November 27, 2004                    5

        Condensed Consolidated Statements of Cash Flows for the
         thirty-nine weeks ended November 26, 2005 and November 27,
         2004                                                             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                                   23


ITEM 4.  CONTROLS AND PROCEDURES                                         23



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


ITEM 1.  LEGAL PROCEEDINGS                                               24


ITEM 2.  REPURCHASE OF SECURITIES                                        25


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                25



                                       2

<PAGE>

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


                                                          November     February
                                                          26, 2005     26, 2005
                                                          --------     --------
                                                          (amounts in thousands,
                                                            except share data)
ASSETS
------
CURRENT ASSETS:
  Cash and cash equivalents ..........................   $  31,854    $  36,442
  Short-term investments .............................      60,593       69,955
  Accounts receivable, net ...........................      27,441       27,851
  Inventories, net....................................      35,904       32,936
  Income tax receivable ..............................         549          338
  Deferred tax assets ................................       3,304        3,616
  Prepaid expenses and other current assets ..........      13,378       14,541
                                                         ---------    ---------
        TOTAL CURRENT ASSETS .........................     173,023      185,679

PROPERTY, PLANT AND EQUIPMENT ........................      30,572       34,983
  Less:  accumulated depreciation and amortization ...      19,274       22,430
                                                         ---------    ---------
        PROPERTY, PLANT AND EQUIPMENT, NET............      11,298       12,553

GOODWILL .............................................      63,405       67,566
INTANGIBLE ASSETS, net of accumulated amortization ...       7,126        8,544
DEFERRED TAX ASSETS ..................................       4,502        4,222
OTHER ASSETS .........................................      14,742       11,847
                                                         ---------    ---------
        TOTAL ASSETS .................................   $ 274,096    $ 290,411
                                                         =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
  Accounts payable ...................................   $  10,853    $  12,658
  Accrued expenses and other liabilities .............      25,390       27,485
  Deferred tax liabilities ...........................          19          -
  Income taxes payable ...............................       2,886        7,390
                                                         ---------    ---------
        TOTAL CURRENT LIABILITIES ....................      39,148       47,533

OTHER LIABILITIES ....................................      24,770       23,689
                                                         ---------    ---------
        TOTAL LIABILITIES ............................      63,918       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 November 26, 2005 and February 26, 2005 ........        492          492

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

  Treasury stock, 9,017,000 shares and 8,790,000 shares
    as of November 26, 2005 and February 26, 2005 ......   (87,099)     (85,060)

  Retained earnings ..................................     272,434      275,226

  Minimum pension liability adjustment ...............      (5,824)      (5,824)

  Cumulative foreign currency adjustment..............       1,882        6,062
                                                          ---------    ---------
        TOTAL STOCKHOLDERS' EQUITY ...................     210,178      219,189
                                                         ---------    ---------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...   $ 274,096    $ 290,411
                                                         =========    =========

See Notes to Condensed Consolidated Financial Statements.



                                       3

<PAGE>

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

<TABLE>
<CAPTION>
                                      Thirteen weeks ended        Thirty-nine weeks ended
                                   November        November       November        November
                                   26, 2005        27, 2004       26, 2005        27, 2004
                                 ------------    ------------   ------------    ------------
                                          (amounts in thousands, except share data)
<S>                              <C>             <C>            <C>             <C>
Net sales                        $     72,808    $     70,278   $    226,328    $    226,275
Cost of sales                          51,502          46,657        149,001         142,724
                                 ------------    ------------   ------------    ------------
   Gross profit on sales               21,306          23,621         77,327          83,551

Other income (expense), net               437             (54)         1,582             790
Selling, general and
  administrative expenses              23,044          20,200         76,325          70,282
                                 ------------    ------------   ------------    ------------
   (Loss) income from operations       (1,301)          3,367          2,584          14,059

Interest income, net                    1,044             883          2,581           1,924
                                 ------------    ------------   ------------    ------------
Income (loss) before (benefit)
 provision for income taxes              (257)          4,250          5,165          15,983

(Benefit) provision
 for income taxes                        (286)          1,377           (716)          5,211
                                 ------------    ------------   ------------    ------------
Net income from continuing
 operations                                29           2,873          5,881          10,772
Loss from discontinued
 operations - net of tax               (3,691)          (  82)        (3,809)          ( 224)
                                 ------------    ------------   ------------    ------------
   Net (loss) income             $     (3,662)   $      2,791   $      2,072    $     10,548
                                 ============    ============   ============    ============


Basic net income (loss) per share
  -From continuing operations       $    0.00       $    0.07      $    0.15       $    0.27
  -After discontinued operations    $   (0.09)      $    0.07      $    0.05       $    0.26

Fully diluted net income (loss)
  per share
  -From continuing operations       $    0.00    $       0.07      $    0.14       $    0.26
  -After discontinued operations    $   (0.09)   $       0.07      $    0.05       $    0.26


Weighted average shares
 outstanding - basic               40,464,000      40,412,000     40,477,000      40,482,000
             - diluted             41,139,000      41,253,000     41,315,000      41,280,000
</TABLE>



See Notes to Condensed Consolidated Financial Statements.


                                       4

<PAGE>

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


                                Thirteen weeks ended   Thirty-nine weeks ended
                                 November  November      November   November
                                 26, 2005  27, 2004      26, 2005   27, 2004
                                 --------  --------      --------   --------
                                  (amounts in thousands, except share data)

Net income (loss)                $(3,662)    $ 2,791     $ 2,072     $10,548

Currency translation adjustment   (1,738)       (504)     (4,180)     (2,127)
                                 -------     -------     -------     -------
Comprehensive income (loss)      $(5,400)    $ 2,287     $(2,108)    $ 8,421
                                 =======     =======     =======     =======



































See Notes to Condensed Consolidated Financial Statements.


                                       5

<PAGE>

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


                                                         Thirty-nine weeks ended
                                                          November     November
                                                          26, 2005     27, 2004
                                                          --------     --------
                                                          (amounts in thousands)

Cash flows from operating activities:

Net income                                                $  2,072     $ 10,548
  Adjustments to reconcile net income to cash
  (used in)/ provided by operating activities:
    Depreciation and amortization                            4,725        4,717
    Deferred income taxes                                       51        2,699
    Net asset impairment write-down related to
        discontinued operations                              3,541          --

Changes in operating assets and liabilities:

  Accounts receivable                                          410        9,783
  Inventories                                               (2,968)       2,895
  Income tax receivable/payable                             (4,715)         363
  Prepaid expenses and other current assets                  1,163         (834)
  Payables and other current liabilities                    (3,900)         116
  Cumulative foreign currency adjustment and other          (1,605)       1,410
                                                          --------     --------
    Cash (used in)/provided by operating activities         (1,226)      31,697
                                                          --------     --------

Cash flows from investing activities:

  Purchases of short-term investments                     (298,891)    (137,110)
  Proceeds from the sale of short-term investments         308,253      114,015
  Additions to property, plant and equipment                (2,192)      (1,660)
                                                          --------     --------
    Cash provided by/(used in) investing activities          7,170      (24,755)
                                                          --------     --------

Cash flows from financing activities:

  Dividends paid to stockholders                            (4,864)      (4,887)
  Purchase of treasury stock                                (3,080)      (4,123)
  Exercise of stock options                                  1,041        1,049
                                                          --------     --------
    Cash used in financing activities                       (6,903)      (7,961)
                                                          --------     --------

Effect of exchange rates on cash and cash equivalents       (3,629)         790
                                                          --------     --------
Net decrease in cash and cash equivalents                 $ (4,588)    $   (229)
                                                          ========     ========

Cash and cash equivalents at beginning of year              36,442       56,959
                                                          --------     --------
Cash and cash equivalents at end of period                $ 31,854     $ 56,730
                                                          --------     --------

Supplemental disclosure of cash flow information:
  Interest paid                                           $     74     $    203
  Income taxes paid                                       $  2,019     $  2,941

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

See Notes to Condensed Consolidated Financial Statements.


                                       6

<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  AS OF NOVEMBER 26, 2005 AND FEBRUARY 26, 2005
             AND FOR THE THIRTEEN AND THIRTY-NINE WEEK PERIODS ENDED
                     NOVEMBER 26, 2005 AND NOVEMBER 27, 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 thirty-nine week periods ended November 26, 2005
     and November 27, 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
                                 November 26, 2005          November 27, 2004
                              -----------------------   ------------------------
                              As reported   Pro forma   As reported   Pro forma
                              -----------------------   ------------------------
                                             (amounts in thousands)
     Net (loss) income,
       as reported               $ (3,662)   $ (3,662)     $ 2,791      $ 2,791
     Less: Stock-based
       employee compensation          --         (41)          --          (173)
     Pro forma net (loss) income $ (3,662)   $ (3,703)     $ 2,791      $ 2,618
     Net (loss) income per share:
       Basic .................   $ (0.09)    $  (0.09)     $  0.07      $  0.06
       Diluted ...............   $ (0.09)    $  (0.09)     $  0.07      $  0.06
     --------------------------------------------------------------------------


                                        For the thirty-nine weeks ended
                                 November 26, 2005          November 27, 2004
                              -----------------------   ------------------------
                              As reported   Pro forma   As reported   Pro forma
                              -----------------------   ------------------------
                                             (amounts in thousands)
     Net (loss) income,
       as reported               $  2,072    $ 2,072      $ 10,548     $ 10,548
     Less: Stock-based
       employee compensation          --        (245)          --          (485)
     Pro forma net (loss) income $  2,072    $ 1,827      $ 10,548     $ 10,063
     Net (loss) income per share:
       Basic .................   $  0.05     $  0.05      $  0.26      $  0.25
       Diluted ...............   $  0.05     $  0.04      $  0.26      $  0.24
     --------------------------------------------------------------------------


                                       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  thirty-nine  weeks 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

                                         November       February
                                         26, 2005       26, 2005
                                        ---------       --------
                                         (amounts in thousands)


        Gross receivables               $ 53,271        $ 51,265
        Reserve for returns              (22,532)        (20,824)
        Other reserves                    (3,298)         (2,590)
                                        --------        --------
          Net receivables               $ 27,441        $ 27,851
                                        ========        ========

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


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

        Raw materials                   $  9,757        $  7,468
        Work in process                    4,265           3,703
        Finished products                 21,882          21,765
                                        --------        --------
          Total inventory, net          $ 35,904        $ 32,936
                                        ========        ========

     Obsolete  inventory  reserves for each category are included in the amounts
     shown above.


                                       8

<PAGE>

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, 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!.

     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   Thirty-nine weeks ended
                                 November    November    November    November
                                 26, 2005    27, 2004    26, 2005    27, 2004
                                 --------    --------   ---------    ---------
                                             (amounts in thousands)
Net Sales

Confectionery                    $ 27,397    $ 28,992    $113,684    $113,181
Entertainment                      45,411      41,286     112,644     113,094
                                 --------    --------    --------    --------
Total                            $ 72,808    $ 70,278    $226,328    $226,275
                                 ========    ========    ========    ========

Contributed Margin

Confectionery                    $  7,464    $  8,885    $ 33,371    $ 37,664
Entertainment                       9,681      12,883      27,943      35,174
                                 --------    --------    --------    --------
Total                            $ 17,145    $ 21,768    $ 61,314    $ 72,838
                                 ========    ========    ========    ========

Reconciliation of Contributed
  Margin to (Loss) Income Before
  Provision for Income Taxes:

Total contributed margin         $ 17,145    $ 21,768    $ 61,314    $ 72,838
Unallocated selling, general
  and administrative expenses
  and manufacturing overhead      (16,870)    (16,791)    (55,447)    (54,852)
Depreciation and amortization      (2,013)     (1,556)     (4,865)     (4,717)
Other income (expense), net           437        ( 54)      1,582         790
                                 --------    --------    --------    --------
(Loss) income from operations      (1,301)      3,367       2,584      14,059
Interest income, net                1,044         883       2,581       1,924
                                 --------    --------    --------    --------
(Loss) income before provision
  for income taxes                  ( 257)      4,250       5,165      15,983
                                 --------    --------    --------    --------
(Benefit) provision for taxes       ( 286)      1,377       ( 716)      5,211
Loss from discontinued operations,
  net of tax                       (3,691)      (  82)     (3,809)     ( 224)
                                 --------    --------    --------    --------
Net (loss) income                $ (3,662)   $  2,791    $  2,072    $ 10,548
                                 ========    ========    ========    ========



                                       9

<PAGE>

6.   Common Stock

     In June 2003,  the Board of  Directors  of the Company  initiated a regular
     quarterly  cash dividend of $0.04 per share.  On October 5, 2005, the Board
     of Directors  declared its third  quarter cash dividend of $0.04 per share,
     or  $1,625,000  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.

     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 under the  Securities
     and Exchange Act of 1934, as amended, which provides for the purchase of up
     to 500,000 shares for each of the next four quarters  starting in the third
     quarter of fiscal 2006 at the prevailing  market price, per share,  subject
     to certain  conditions.  In addition,  the Board of Directors increased the
     outstanding share authorization by 3,390,700 shares to 5 million shares. As
     of November 26, 2005,  the Company had purchased  429,586 shares under this
     amended  authorization,  leaving  4,570,414  shares  available  for  future
     purchases.

     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 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 earnings before interest,  taxes,  depreciation and
     amortizaiton.  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 November 26,
     2005 or February 26, 2005.


8.   Discontinued Operations - thePit.com

     In August 2001 the Company  acquired  all the  outstanding  common stock of
     thePit.com,  Inc.,  which operated a sports card  exchange,  for a net cash
     purchase price of $5.7 million. The acquisition was accounted for using the
     purchase  method of accounting and resulted in recognizing  $0.8 million in
     intangible  assets and $4.1 million in goodwill.  The Company included this
     subsidiary in the  Entertainment  segment of its business.  The Company was
     unable to operate the  subsidiary  profitably and in November 2005 received
     an offer to purchase the subsidiary for $360,000,  with payments to be made
     over four years.  This amount is the  Company's  best estimate for the fair
     value of the  business.


                                       10

<PAGE>

     Per  Statement  of  Accounting   Standards  No.  144  "Accounting  for  the
     Impairment  of  Long-Lived  Assets",  the net book  value of the  assets of
     thePit.com,  Inc.,  which consisted  primarily of the $4.1 million goodwill
     from  the  acquisition  as  well  as  smaller  amounts  of  inventory,  and
     unamortized  intangibles,  was  written  down  $3,541,000  net  of  tax  to
     $360,000,  which is the  fair  value of the  assets  based on the  expected
     proceeds  from the  sale of the  subsidiary.  The  $360,000  fair  value is
     included in prepaid  expenses and other  current  assets as of November 26,
     2005. These assets and liabilities are classified as held for sale.

     The  $3,541,000  write-down of the assets to fair value and,  additionally,
     the $268,000 loss from  operations net of tax of the Pit.com,  Inc. for the
     thirty-nine  weeks of  fiscal  2006,  which  total  $3,809,000,  are  being
     reported as Loss from  discontinued  operations  - net of tax on a separate
     line on the Condensed  Consolidated  Statements of Operations.  Results for
     the quarter of $3,691,000  and the loss from  operations for the prior year
     are  also  reported  separately  net of tax on the  Condensed  Consolidated
     Statements of Operations  and  comprises  the  $3,541,000  write-off of the
     assets to fair value and $150,000 loss from  operations  net of tax for the
     Pit.com, Inc.

     Third quarter  year-to-date  fiscal 2006 revenue for the Pit.com,  Inc. was
     $874,000 and pre-tax loss was $229,000.  Third quarter  fiscal 2006 revenue
     was $252,000 and pretax loss was $74,000. Third quarter fiscal 2005 revenue
     was $373,000 and pretax loss was $116,000.


9.   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
     $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 November 27,
     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  ($23,095)
     for the period ended November 27, 2004.


10.  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 November
     26, 2005 and February 26, 2005 were as follows:

<TABLE>
<CAPTION>
                                                        (amounts in thousands)
                                          November 26, 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   $(18,443)    $  3,126  ' $ 21,569    $(17,942)    $ 3,627
Intellectual Property .........     18,784    (15,059)       3,725  '   18,784     (14,284)      4,500
Software and Other ............      2,483    ( 2,483)          -   '    2,953     ( 2,811)        142
Minimum Pension Liability......        275         -           275  '      275          -          275
                                  --------   ---------    --------  ' --------     ---------   --------
Total Intangibles .............   $ 43,111   $(35,985)    $  7,126  ' $ 43,581     $(35,037)   $ 8,544
                                  ========   =========    ========  ' ========     =========   ========
</TABLE>


                                       11

<PAGE>

     In connection  with the  classification  of the fair value of the assets of
     thePit.com as available for sale $0.1 million of intangible assets and $4.1
     million of goodwill were  determined to be impaired and were written off in
     the third quarter of fiscal 2006.

     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                4.7 years
          Intellectual Property            6 years                3.6 years


     The weighted  average  remaining  useful life for the Company's  intangible
     assets in  aggregate  is 4.0 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                    $ 1,844
                                2007                    $ 1,703
                                2008                    $ 1,703
                                2009                    $ 1,703
                                2010 and thereafter     $ 1,316


     In addition to the  amortization  of  intangibles  listed  above,  reported
     amortization   expense,   which  was  $1,715,000  and  $1,863,000  for  the
     thirty-nine   weeks  ended   November  26,  2005  and  November  27,  2004,
     respectively, included amortization of deferred financing fees and deferred
     compensation costs.

     Following the write-down of the goodwill associated with thePit.com,  Inc.,
     reported  goodwill was reduced from  $67,566,000 as of February 26, 2005 to
     $63,405,000 as of November 26, 2005, as follows:


                                        November        February
                                        26, 2005        26, 2005
                                        --------        --------
                                         (amounts in thousands)

        Confectionery ...............   $  7,699        $  7,699
        Entertainment ...............     55,706          59,867
                                        --------        --------
          Total goodwill ............   $ 63,405        $ 67,566
                                        ========        ========


11.  Legal Proceedings

     On November  19, 2001 Media  Technologies,  Inc.  sued the Company and nine
     other  manufacturers of trading cards 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 which is being amortized over the term of the contract. 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.


                                       12

<PAGE>

     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 demanded 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. In 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 case is scheduled  for trial in March 2006.  If the Company  ultimately
     prevails  in this  litigation,  it  could  have a  material  impact  on the
     Company's consolidated financial statements.

     On December 12, 2003, WizKids,  Inc. ("Wizkids") and Jordan Weisman filed a
     complaint in Washington state court 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
     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.  In a settlement  reached on October
     31,  2005,  defendants  agreed to pay  Wizkids  $2,950,000.  This amount is
     included  net  of  the  related  legal  fees  in  selling,   general,   and
     administrative expenses in the third quarter of fiscal 2006.

     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.


                                       13
<PAGE>

12.  Employee Benefit Plans

     The  components  of  net  periodic  benefit  costs  for  the  thirteen  and
     thirty-nine  weeks ended  November  26, 2005 and  November  27, 2004 are as
     follows:


                                                               Postretirement
                                               Pension           Healthcare
     ---------------------------------------------------------------------------
                                          November  November  November  November
     Thirteen Weeks                       26, 2005  27, 2004  26, 2005  27, 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
     ---------------------------------------------------------------------------
                                          November  November  November  November
     Thirty-nine weeks                    26, 2005  27, 2004  26, 2005  27, 2004
     ---------------------------------------------------------------------------
                                                  (amounts in thousands)
     Service cost                         $1,197    $1,065    $  279     $  228
     Interest cost                         1,854     1,811       429        426
     Expected return on plan assets       (1,653)   (1,572)       -          -
     Amortization of:
        Initial transition obligation       ( 48)     ( 45)      150        150
        Prior service cost                    39        99        -          -
        Actuarial losses                     714       606        30         -
                                          ------     ------   ------     ------
     Net periodic benefit cost            $2,103    $1,964    $  888     $  804
                                          ======    ======    ======     ======
     ---------------------------------------------------------------------------


     The fiscal 2006 costs are  estimated  based on actuarial  assumptions,  and
     actual costs will be adjusted at the end of the fiscal year.


13.  Recently Issued Accounting Pronouncements

     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.


                                       14

<PAGE>

     In December  2004,  the 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.

     In  December  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 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.


14.  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.


15.  Restructuring Charge

     On  September  29,  2005,  a  restructuring  program  was  announced  which
     separates  the  Confectionery  and  Entertainment  businesses to the extent
     practical and streamlines the  organizational  structure  through headcount
     reductions.  In  connection  with the  headcount  reductions,  the  Company
     incurred a charge of  approximately  $1.3 million in the third  quarter (of
     which  $0.2  million  was paid  within the third  quarter) and will incur a
     charge of approximately $1.4 million in the fourth quarter.


                                       15

<PAGE>


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


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 November 26, 2005,
and  the  related   condensed   consolidated   statements  of  operations,   and
comprehensive  income (loss) for the thirteen and thirty-nine week periods ended
November 26, 2005 and  November  27, 2004 and of cash flows for the  thirty-nine
week periods  ended  November 26, 2005 and  November  27,  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  the 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 February
26,  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
---------------------------
      DELIOTTE & TOUCHE LLP



New York, New York
January 5, 2006


                                       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       Thirty-nine weeks ended
                        November      November      November      November
                        26, 2005      27, 2004      26, 2005      27, 2004
                        --------      --------      ----------    --------
                                    (in thousands of dollars)
     Net Sales

     Confectionery      $ 27,397      $ 28,992      $ 113,684     $ 113,181
     Entertainment        45,411        41,286        112,644       113,094
                        --------      --------      --------      ---------
     Total              $ 72,808      $ 70,278      $ 226,328     $ 226,275
                        ========      ========      =========     =========
     -----------------------------------------------------------------------



Third Quarter Fiscal Year 2006 (thirteen weeks ended November 26, 2005) versus
Third Quarter Fiscal Year 2005 (thirteen weeks ended November 27, 2004)


Net sales for the third quarter of fiscal 2006 were $72.8  million,  an increase
of $2.5  million,  or 3.6%,  from $70.3  million in the same  period  last year.
Changes in foreign  currency  rates  versus the dollar  reduced  revenue by $0.5
million in this year's  quarter,  without which sales would have  increased $3.0
million.

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 $27.4 million in the third quarter of this year, a
decrease of $1.6  million,  or 5.5%,  from $29.0  million in fiscal  2005.  This
decrease  was  largely  a  function  of lower US sales of Ring Pop and Push Pop,
partially offset by continued  distribution gains of Juicy Drop Pop and improved
performance of Baby Bottle Pop driven by successful  advertising and promotional
campaigns.   Weaker  foreign  currencies  had  a  modestly  negative  impact  on
confectionery sales in this year's quarter.

Net sales of  entertainment  products,  which include cards,  stickers,  sticker
albums and the WizKids line of strategy  games,  were $45.4 million in the third
quarter of fiscal  2006,  an  increase  of $4.1  million,  or 10.0%,  from $41.3
million in the same  period  last year.  This  increase  reflected  double-digit
growth of US sports cards sales,  despite the negative  impact of a new baseball
agreement  which  prevents  shipment  of new  season  products  until  February.
Increases in sports card sales were a function of an almost doubling in sales of
football  products  driven by 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.  Sales of WizKids'  gaming products also exceeded prior
year, a function of the expansion of the  constructible  strategy game format to
include  additional  Pirates  releases  and the  introduction  of  Nascar-themed
products.  Sales of non-sports  publishing products decreased in the period this
year,  reflecting a  significant  slowing in sales of products  featuring WWE in
Europe. Additionally, sales of European sports sticker album products were below
year ago levels,  primarily as a result of the timing of shipment of the Italian
Calcio  product.  Weaker foreign  currencies had a modestly  negative  impact on
sales in the quarter this year.

Gross  profit as a percentage  of net sales in the third  quarter of fiscal 2006
was 29.3% as compared with the third quarter of last year which was 33.6%.  This
decline  reflected  higher  provisions for returns driven by the slowdown in WWE
product sales and WizKids'  expansion  into the mass market which carries return
privileges.  Higher US  confectionery  trade spending and an increase in listing
and slotting fees as we expand  distribution  in Europe put further  pressure on
gross profit margins.


                                       17

<PAGE>

SG&A expense was $23.0 million in the third  quarter  fiscal 2006, up from $20.2
million in fiscal  2005.  As a  percentage  of net sales,  SG&A was 31.7% in the
third quarter of fiscal 2006 versus 28.7% in the third quarter of fiscal 2005. A
key factor in higher SG&A was an increase in  marketing  expenses  caused by the
return to more normalized levels of advertising on the US confectionery business
as well as promotions associated with European entertainment  releases.  Also in
the third quarter fiscal 2006, the Company recognized certain one-time expenses.
A total of $1.3 million in restructuring-related  severance, pension and medical
costs were recorded in the period related to the September 2005  reorganization.
A related expense of $1.4 million will be recorded in the fourth quarter of this
year.  The Company  expects to save $2.5 million in salaries  and related  costs
annually as a result of this reorganization.  Additionally,  associated with the
implementation  of a new fixed asset  register,  the Company  recognized  a $0.8
million write-down of net fixed assets in the quarter, split equally between net
assets that had been previously taken out of service and certain assets that had
been under-depreciated. Additionally, SG&A expense benefited from a $2.3 million
legal settlement,  net of legal costs, stemming from WizKid's patent litigation.
Lastly,  overhead expenses were higher in the quarter this year due to increases
associated  with  confectionery  merchandising,   bad  debt  and  normal  salary
inflation.

Net interest income of $1,044,000 in the third quarter of fiscal 2006 was higher
than the third quarter of fiscal 2005 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  reported an effective
tax rate of 111.3% in the third  quarter of fiscal  2006,  resulting  from a tax
benefit  recorded over a pre-tax loss,  versus an effective tax rate of 32.4% in
the third quarter of fiscal 2005. The benefit  results from permanent items such
as an R&D  credit,  tax-exempt  interest,  and  other  tax  planning.  The  rate
difference  from  last  year's  quarter  results  from  the  magnitude  of these
permanent items relative to the lower pre-tax income base.

The Company  reported net income  before  discontinued  operations  in the third
quarter of fiscal 2006 of $29,000  versus $2.9  million in the third  quarter of
fiscal 2005. Additionally, the Company recognized a net loss net of tax from the
discontinuation  of  thePit.com  business  of $3.7  million  this year versus an
after-tax loss of $82,000 last year. Net loss after discontinued  operations was
$3.7  million,  or $0.09 per diluted  share in the period this year,  versus net
income of $2.8 million, or $0.07 per diluted share last year.



Fiscal 2006 (thirty-nine weeks ended November 26, 2005) compared to Fiscal 2005
(thirty-nine weeks ended November 27, 2004)


Net sales in the third quarter fiscal 2006 year-to-date in fiscal 2006 period of
$226.3 million were flat versus the third quarter  year-to-date period in fiscal
2005.  Stronger  foreign  currencies  versus the dollar  served to increase this
year's sales by $1.0  million,  primarily in the first  quarter,  without  which
sales would have decreased by a like amount.

Net sales of  confectionery  products  were $113.7  million in the third quarter
fiscal 2006  year-to-date  period,  an increase of $0.5 million,  or 0.4%,  from
$113.2 million in fiscal 2005.  Stronger  foreign  currencies  contributed  $0.7
million, without which sales would have decreased by $0.2 million.  Higher sales
were a function of  distribution  gains of Juicy Drop Pop in the U.S.,  the roll
out of Mega Mouth  Spray in Japan and  Argentina  and a  resurgence  in sales of
Pokemon products, now in its fifth year.

Net  sales  of   entertainment   products  in  the  third  quarter  fiscal  2006
year-to-date  period were $112.6 million,  a decrease of $0.5 million,  or 0.4%,
from $113.1  million in the third  quarter  year-to-date  period in fiscal 2005.
Stronger foreign currencies added $0.3 million to sales this year, without which
sales would have  decreased $0.8 million.  The absence of the European  Football
Championship,  which occurs every four years, and related products this year and
the fourth quarter versus third quarter  release in Italian soccer products 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 first-half sales of WWE products as well as solid  performances from Star
Wars, Barbie and Wacky Packages.


                                       18

<PAGE>
Gross  profit as a  percentage  of net sales in the third  quarter  fiscal  2006
year-to-date  was 34.2% as  compared  with  36.9% for the same  period in fiscal
2005.  This decline  reflected an increase in provisions for returns  associated
with WWE in Italy, and WizKids' expansion into the mass market. Higher levels of
trade spending associated with the US and European confectionery businesses also
contributed to lower gross profit margins this year.

Third  quarter  year-to-date  SG&A  expense  was $76.3  million  for fiscal 2006
compared with $70.3 million  during the same period in fiscal 2005. As a percent
of net sales, SG&A was 33.7%,  2.6% 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 period was $7.9 million.
This increase was in part 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. Additionally,  SG&A was driven up this year by costs associated
with the September 2005  reorganization and the write-down of fixed assets. SG&A
expenses  benefited  in the period this year by $1.8 million due to the WizKids'
legal settlement, net of year-to-date legal costs. Other overhead increases this
year  are  associated  with  merchandising  support  for  the  US  confectionery
business,  implementation of ERP and other new systems and increases in bad debt
and legal costs.

Third quarter year-to-date  net interest  income  fiscal 2006  increased to $2.6
million from $1.9 million in fiscal 2005 due to higher interest rates.

Included in the third quarter  fiscal 2006  year-to-date  tax benefit line,  the
Company  recognized  a tax  credit due to the  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 16.9%, which
reflects  the benefit of foreign tax credits and other tax  planning,  versus an
effective  tax rate of 32.6%  in the  third  quarter  fiscal  2005  year-to-date
provision.

The  Company  reported  net  income  before   discontinued   operations  in  the
third-quarter  fiscal 2006  year-to-date  period of $5.9  million as compared to
$10.8   million  in  the   third-wuarter   fiscal  2005   year-to-date   period.
Additionally,  the Company reported an after-tax loss on discontinued operations
of $3.8  million in the  third-quarter  fiscal  2006  year-to-date  period,  and
$224,000 in the third-quarter  fiscal 2005 year-to-date  period,  reflecting the
decision to exit thePit.com  internet  business.  Net income after  discontinued
operations in the third-quarter fiscal 2006 year-to-date period was $2.1 million
this year, or $0.05 per diluted share,  versus $10.5 million last year, or $0.26
per diluted share in the third-quarter fiscal 2005 year-to-date period.


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

On September 28, 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  incurred  charges of
approximately  $2.7 million,  of which $1.3 million was  recognized in the third
quarter, with the balance to be recognized in the fourth quarter.

In November 2005, the Company received an offer to purchase the Pit.com, Inc., a
subsidiary  purchased in August 2001 which operates a sports card exchange,  for
$360,000, with scheduled payments to be made over four years. This amount is the
Company's  best estimate for the fair value of the business.  A letter of intent
was signed in December 2005 and an initial  payment was  received.  Accordingly,
the net assets of  thePit.com,  Inc.  were  written down by $4.6 million to this
$360,000  amount.  Included in this  write-down was $4.3 million of goodwill and
net intangible  assets.  There was a $762,000 tax benefit  associated  with this
write-down  which is being reported as Loss on discontinued  operations - net of
tax on the Condensed and Consolidated Statements of Operations.

Finally,  associated with the implementation of a new fixed asset register,  the
Company recognized a $0.8 million write-down of net fixed assets in the quarter,
split equally between net assets that had been  previously  taken out of service
and certain assets that had been under-depreciated.


                                       19

<PAGE>

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 November 26, 2005, the Company had $31.9 million in cash and cash equivalents
and $60.6 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 earnings before interest, taxes, depreciation,  and amortization.  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.

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.


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 under the  Securities  and Exchange Act of
1934,  as amended  which  provides for the purchase of up to 500,000  shares for
each of the next four  quarters  starting in the third quarter of fiscal 2006 at
the  prevailing  market  price,  per share,  subject to certain  conditions.  In
addition,  the Board of Directors  increased the outstanding share authorization
by 3390,700 shares to 5 million shares. As of November 26, 2005, the Company had
purchased  429,586  shares under this amended  authorization  leaving  4,570,414
shares available for future purchases.

In the thirty-nine  weeks ended November 26, 2005, the Company's net decrease in
cash and cash  equivalents was $4.6 million versus a decrease of $0.2 million in
the comparable period of fiscal 2005.

Cash used by operating activities year-to-date this year was $1.2 million versus
cash provided of $31.7 million last year.  This use of cash was primarily due to
a $4.7 million  reduction in income taxes payable which  included a $1.6 million
reversal  of a tax  reserve  following  the  completion  of a tax  audit and tax
payments in Europe, to a $3.9 million reduction in payables,  in part related to
payment of fiscal 2005 bonuses,  and to a $3.0 million  increase in  inventories
stemming  from the  timing  of board  stock  purchases  and the  acquisition  of
autographs for future sports products.  Partially  offsetting these uses of cash
were net income,  depreciation  and amortization and a reduction in other assets
which  included a $4.3 million  write-down  of the  goodwill and net  intangible
assets  from  thePit.com,  Inc.  The prior  period  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.


                                       20

<PAGE>

Cash provided by investing activities was $7.2 million this year versus a use of
cash of $24.8 million last year.  Year-to-date this year, short-term investments
were  reduced by $9.4  million,  partially  offset by capital  spending  of $2.2
million,  largely  related to the rollout of new ERP system.  Last year's use of
cash of $24.8 million  reflected the net purchase of $23.1 million of short-term
investments and $1.7 million in capital spending.  Fiscal 2006 full year capital
spending is projected to be approximately $3.0 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. The proceeds
from the sale of thePit.com, Inc. will be received over the next four years.

Cash used in financing  activities  of $6.9 million  this period  reflects  $4.9
million  in cash  dividends  and  $3.1  million  in  treasury  stock  purchases,
partially offset by $1.0 million in cash from options  exercised.  This compares
with a total outlay for financing  activities of $8.0 million in the same period
last year,  comprised  of $4.9  million in cash  dividends  and $4.1  million in
treasury stock purchases less $1.0 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  condition,  changes in financial  position,
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,
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.

Additionally, the Company is considering moving production of the Bazooka bubble
gum line to a new contract  manufacturer in Mexico and to change product formats
beginning in fiscal 2007.  Should the transition  not go as planned,  there is a
risk of  out-of-stocks  and lost profit.  Additionally,  as with any new product
format, there is a risk that consumer acceptance will be less than anticipated.


                                       21

<PAGE>

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 $23.2  million in the first  thirty-nine  weeks of fiscal  2006 and
$16.9  million  in  2005,  which  equates  to  10.3%  and  7.4%  of  net  sales,
respectively.  The increase in the provision  this year was partially the result
of higher  expected  returns on various US sports card and  European  publishing
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 $2.3 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 $3.5  million in the
thirty-nine  weeks of fiscal 2006 and $2.9 million in fiscal 2005, which equates
to 1.3% and 1.1% 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 $2.3 million.


                                       22
<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 November  26,
2005, the Company had $18.7 million in 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.  Associated with the  implementation  of a fixed asset register,  the
lack of which had been identified as a significant deficiency as of February 26,
2005,  the Company  recognized a $0.8 million  write-down of net fixed assets in
the thirteen  weeks ended  November 26, 2005,  split equally  between net assets
that had been  previously  taken out of service and certain assets that had been
under-depreciated. There were no significant deficiencies or material weaknesses
identified, and therefore there were no corrective actions taken.



                                       23
<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  which is being  amortized over the
     term of the contract.  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 demanded 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. In 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 case is scheduled  for trial in March 2006.  If the Company  ultimately
     prevails  in this  litigation,  it  could  have a  material  impact  on the
     Company's consolidated financial statements.

     On December 12, 2003, WizKids,  Inc. ("Wizkids") and Jordan Weisman filed a
     complaint in Washington state court 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
     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.  In a settlement  reached on October
     31,  2005,  defendants  agreed to pay  Wizkids  $2,950,000.  This amount is
     included  net  of  the  related  legal  fees  in  selling,   general,   and
     administrative expenses in the third quarter of fiscal 2006.

     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 2. REPURCHASE OF SECURITIES

<TABLE>
<CAPTION>
     The  following  table lays out the  information  rquired by Item 703 of Reg S-K:

----------------------------------------------------------------------------------------------------
                                                         Total No. of Shares    Maximum No. of
                                Total No.   Average      Purchased as Part of   Shares that May Yet
                                of Shares   Price Paid   Publicly Announced     be Purchased Under
        Period                  Purchased   Per Share    Plans or Programs      Plans or Programs
        ------                  ---------   ----------   --------------------   --------------------
<S>                             <C>         <C>             <C>                 <C>

August 28, 2005 through
  September 24, 2005               --           --                --                --

September 25, 2005 through
  October 22, 2005              208,861         $7.74           141,661         4,719,139

October 23, 2005 through
  November 26, 2005             220,725         $7.52           199,992         4,570,414
                                -------                         -------
        Total                   429,586         $7.63           341,653

----------------------------------------------------------------------------------------------------
</TABLE>



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

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.




                                    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


January 5, 2006


                                       25