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 27, 1999


                                                           OR



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


Commission File Number:  0-15817


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

               Delaware                                11-2849283
          (State or other jurisdiction            (I.R.S. Employer
           of incorporation or organization)       Identification No.)


                    One Whitehall Street, New York, NY 10004
          (Address of principal executive offices, including zip code)


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











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


The  number of  outstanding  shares of Common  Stock as of  January  6, 2000 was
46,403,558.


<PAGE>



                             THE TOPPS COMPANY, INC.




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


ITEM 1.  FINANCIAL STATEMENTS


                         Index                                        Page

          Condensed Consolidated Balance Sheets as of
            November 27, 1999 and February 27, 1999                    3

          Condensed Consolidated Statements of Operations
            for the thirteen and thirty-nine weeks ended
            November 27, 1999 and November 28, 1998                    4

          Condensed Consolidated Statements of Comprehensive
            Income for the thirteen and thirty-nine weeks ended
            November 27, 1999 and November 28, 1998                    5

          Condensed Consolidated Statements of Cash Flows
            for the thirty-nine weeks ended November 27, 1999
            and November 28, 1998                                      6

          Notes to Condensed Consolidated Financial Statements         7



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS                 10





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


ITEM 7.  EXHIBITS AND REPORTS ON FORM 8-K                             14



The condensed consolidated financial statements for the thirteen and thirty-nine
weeks ended  November 27, 1999 included  herein have been reviewed by Deloitte &
Touche LLP,  independent  public  accountants,  in accordance  with  established
professional standards for such a review. The report of Deloitte & Touche LLP is
included on page 9.




                                        2
<PAGE>


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


                                                      (Unaudited)
                                                       November       February
                                                       27, 1999       27, 1999
                                                       --------       --------
                                                       (amounts in thousands
                                                            except share data)
<TABLE>
<S>                                                       <C>          <C>

ASSETS
CURRENT ASSETS:
    Cash and cash equivalents .........................   $  61,093    $  41,728
    Accounts receivable - net .........................      54,206       29,118
    Inventories .......................................      16,959       16,221
    Income tax receivable .............................         214          269
    Deferred tax assets ...............................       4,270        1,342
    Prepaid expenses and other current assets .........       5,116        4,860
                                                            -------       ------
        TOTAL CURRENT ASSETS ..........................     141,858       93,538
                                                            -------       ------

PROPERTY, PLANT, & EQUIPMENT ..........................      14,850       13,045
    Less:  accumulated depreciation and amortization ..       6,750        5,616
                                                            -------       ------
        NET PROPERTY, PLANT & EQUIPMENT ...............       8,100        7,429
                                                            -------       ------

INTANGIBLE ASSETS, net of accumulated
    amortization of $42,657 and $40,693 ...............      58,243       60,207
OTHER ASSETS ..........................................       2,815        2,908
                                                            -------      -------
        TOTAL ASSETS ..................................   $ 211,016    $ 164,082
                                                            =======      =======

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable ..................................   $  19,218    $  15,022
    Accrued expenses and other liabilities ............      55,408       38,051
    Current portion of long-term debt .................        --         10,625
    Income taxes payable ..............................       6,769        4,921
                                                             ------       ------
        TOTAL CURRENT LIABILITIES .....................      81,395       68,619

LONG-TERM DEBT, less current portion ..................        --          5,158
DEFERRED INCOME TAXES .................................       3,922        5,143
OTHER LIABILITIES .....................................       8,765        7,938
                                                             ------       ------
        TOTAL LIABILITIES .............................      94,082       86,858
                                                             ------       ------
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 47,727,142 shares, less 1,347,500,
      and 1,102,500 shares in Treasury stock,
      respectively ....................................         477          475

  Additional paid-in capital ..........................      17,662       16,841
  Treasury stock, 1,347,500 and 1,102,500 shares, .....     (10,944)      (8,881)
         respectively
  Retained earnings ...................................     110,850       69,775
  Cumulative foreign currency adjustment ..............      (1,111)        (986)
                                                            -------       ------
    TOTAL STOCKHOLDERS' EQUITY ........................     116,934       77,224
                                                            -------       ------
    TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY ..........................................   $ 211,016    $ 164,082
                                                            =======      =======
</TABLE>
See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.

                                        3
<PAGE>


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

<TABLE>
<CAPTION>

                                                                           (Unaudited)
                                                       Thirteen weeks ended          Thirty-nine weeks ended
                                                       November       November       November       November
                                                       27, 1999       28, 1998       27, 1999       28, 1998
                                                       --------       --------       --------       --------
                                                             (amounts in thousands, except  share data)

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

Net sales ...................................   $    110,777    $     67,647    $    276,109   $    178,842

Cost of sales ...............................         52,222          41,102         142,521        105,313

      Gross profit on sales .................         58,555          26,545         133,588         73,529

Other income (expense) ......................            (63)           (138)            402            (66)

                                                      58,492          26,407         133,990         73,463

Selling, general and administrative expenses          21,941          19,210          65,336         56,380

Gain on disposition of assets ...............           --              --              --           (3,876)

     Income from operations .................         36,551           7,197          68,654         20,959

Interest income (expense), net ..............            618              60             970           (531)

Income before provision for income taxes ....         37,169           7,257          69,624         20,428

Provision for income taxes ..................         15,239           3,123          28,546          8,785

                  Net income ................   $     21,930    $      4,134    $     41,078   $     11,643



Net income per share - basic ................   $       0.47    $       0.09    $       0.88   $       0.25
                     - diluted ..............           0.46            0.09            0.86           0.25


Weighted average shares outstanding - basic .     46,447,163      46,400,010      46,449,565     46,400,010
                                    - diluted     47,986,346      46,737,267      47,522,522     46,717,110

</TABLE>






See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.

                                        4
<PAGE>



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



<TABLE>
<CAPTION>
<S>                               <C>         <C>        <C>          <C>
                                                  (Unaudited)
                                  Thirteen weeks ended   Thirty-nine weeks ended
                                  November    November   November     November
                                  27, 1999    28, 1998   27, 1999     28, 1998
                                  --------    --------   --------     --------
                                             (amounts in thousands)
<S>                               <C>         <C>         <C>         <C>
Net income ....................   $ 21,930    $  4,134    $ 41,078    $ 11,643

Currency translation adjustment       (361)       (106)       (125)        246
                                    ------       -----      ------      ------
Comprehensive income ..........   $ 21,569    $  4,028    $ 40,953    $ 11,889
                                    ------       -----      ------      ------
</TABLE>




























See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.


                                        5

<PAGE>



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


<TABLE>
<CAPTION>

                                                                        (Unaudited)
                                                                 Thirty-nine weeks ended
                                                                 November       November
                                                                 27, 1999       28, 1998
                                                                 (amounts in  thousands)

<S>                                                              <C>         <C>

  Cash flows from operating activities:
    Net income ...............................................   $ 41,078    $ 11,643
    Add (subtract) non-cash items included in income:
         Depreciation and amortization .......................      3,363       3,472
         Deferred taxes on income ............................     (4,148)      2,430
         Gain on sale of property, plant and equipment .......       --        (3,876)

    Net effect of changes in:
         Receivables .........................................    (25,087)     14,925
         Inventories .........................................       (737)        947
         Income tax receivable ...............................         55       6,293
         Prepaid expenses and other current assets ...........       (255)        269
         Payables and other current liabilities ..............     23,400      (7,618)
         Other ...............................................        566         892
                                                                   ------      ------
                 Cash provided by operating activities .......     38,235      29,377
                                                                   ------      ------
Cash flows from investing activities:
    Proceeds from disposition of property, plant and equipment       --         5,562
    Additions to property, plant and equipment ...............     (1,847)       (287)
                                                                   ------      ------
                Cash (used in) provided by investing
                     activities ..............................     (1,847)      5,275
                                                                   ------      ------
Cash flows from financing activities:
     Reduction of debt .......................................    (15,783)    (12,667)
     Purchase of treasury stock ..............................     (2,063)
     Exercise of employee stock options ......................        823        --
                                                                  -------      ------
                 Cash used in financing activities ...........    (17,023)    (12,667)

Net increase in cash .........................................     19,365      21,985
Cash at beginning of year ....................................     41,728      22,153
                                                                   ------      ------
Cash at end of period ........................................   $ 61,093    $ 44,138
                                                                   ======      ======



Interest paid ................................................   $    810    $  1,768
Income taxes paid ............................................   $ 30,811    $  5,669

</TABLE>


See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.

                                        6

<PAGE>
                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    THIRTY-NINE WEEKS ENDED NOVEMBER 27, 1999


1. Basis of Presentation

     The  accompanying   unaudited  condensed  interim  consolidated   financial
     statements have been prepared by The Topps Company,  Inc. and  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.  These
     statements do not include all  information  required by generally  accepted
     accounting principles to be included in a full set of financial statements.
     Operating  results  for the  thirteen  weeks and  thirty-nine  weeks  ended
     November 27, 1999 and November 28, 1998 are not  necessarily  indicative of
     the results that may be expected for the year ending February 26, 2000. For
     further  information, refer to the  consolidated  financial  statements and
     notes  thereto in the Company's  annual report for the year ended  February
     27, 1999.

2. Quarterly Comparison

     Management  believes  that  quarter-to-quarter  comparisons  of  sales  and
     operating results are affected by a number of factors, including the timing
     of  product   introductions  and  variations  in  shipping  and  production
     scheduling  requirements.  Thus,  annual  sales and  earnings  amounts  are
     unlikely to consist of equal quarterly portions.

3. Inventories
                                            (Unaudited)
                                             November       February
                                             27, 1999       27, 1999
                                             --------       --------
                                             (amounts in thousands)

          Raw materials..................    $ 2,746        $ 2,097
          Work in process ...............        619          1,020
          Finished products..............     13,594         13,104
                                             -------         ------
               Total ....................    $16,959        $16,221
                                              ======         ======

4. Segment Information

     Following  is the  breakdown  of industry  segments as required by SFAS No.
     131. The Company has three reportable business segments: Collectible Sports
     Products,  Confectionery and Entertainment Products.

     The Collectible Sports Products segment primarily consists of trading cards
     featuring  players from Major  League  Baseball,  the  National  Basketball
     Association, the National Football League and the National Hockey League as
     well as  sticker/album  products  featuring  players from certain  European
     soccer leagues.

     The  Confectionery  segment  consists  of a variety  of  lollipop  products
     including  Ring Pop,  Push Pop,  Baby Bottle Pop and Flip Pop,  the Bazooka
     bubble gum line and other children's confectionery products.

                                        7
<PAGE>


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

     The Company's  management  evaluates the  performance of each segment based
     upon its contributed margin, which is net sales (defined as gross sales net
     of provisions  for returns and discounts & allowances)  less cost of goods,
     product   development   costs,   advertising  and  promotional   costs  and
     obsolescence,  but before unallocated  general and administrative  expenses
     and manufacturing  overhead,  depreciation and  amortization,  other income
     (expense), gains on disposition of assets and interest income (expense).

     The Company  does not  allocate  assets  among its  business  segments  and
     therefore  does not  include a  breakdown  of assets  or  depreciation  and
     amortization by segment.


<TABLE>
<CAPTION>

                                           Thirteen weeks ended      Thirty-nine weeks ended
                                           November     November     November       November
                                           27, 1999     28, 1998     27, 1999       28, 1998
                                           --------     --------     --------       --------
                                                      (In thousands of dollars)
<S>                                        <C>          <C>          <C>          <C>
Net Sales

Collectible Sports Products ............   $  36,735    $  39,050    $ 106,764    $  90,515
Confectionery ..........................      30,569       23,922      100,944       79,413
Entertainment Products .................      43,473        4,675       68,401        8,914
                                           ---------    ---------    ---------    ---------
Total ..................................   $ 110,777    $  67,647    $ 276,109    $ 178,842
                                           =========    =========    =========    =========

Contributed Margin

Collectible Sports Products ............   $  14,940    $  13,809    $  42,652    $  33,602
Confectionery ..........................       9,382        5,729       29,999       21,457
Entertainment Products .................      27,423          970       39,620        1,859
                                           ---------    ---------    ---------    ---------
Total ..................................   $  51,745    $  20,508    $ 112,271    $  56,918
                                           =========    =========    =========    =========

Reconciliation of contributed margin
      to income before provision for
      income taxes:
Total contributed margin ...............   $  51,745    $  20,508    $112,271 $      56,918
Unallocated general and
   administrative expenses
   and manufacturing overhead ..........     (13,993)     (12,017)     (40,656)     (36,297)
Depreciation & amortization ............      (1,138)      (1,156)      (3,363)      (3,472)
Other income (expense) .................         (63)        (138)         402          (66)
Gain on disposition of assets ..........        --           --           --          3,876
                                           ---------    ---------    ---------    ---------
Income from operations .................      36,551        7,197       68,654       20,959
Interest income (expense), net .........         618           60          970         (531)
                                           ---------    ---------    ---------    ---------
Income before provision for income taxes   $  37,169    $   7,257    $  69,624    $  20,428
                                           =========    =========    =========    =========

</TABLE>





                                        8
<PAGE>





INDEPENDENT ACCOUNTANTS' REPORT
-------------------------------



Board of Directors and Stockholders
The Topps Company, Inc.


We have made a review of the accompanying  condensed  consolidated balance sheet
of The Topps Company,  Inc. and subsidiaries  (the 'Company') as of November 27,
1999, and the related condensed  consolidated  statements of operations and cash
flows for the thirteen and thirty-nine  week periods ended November 27, 1999 and
November 28, 1998, in accordance with the standards  established by the American
Institute of Certified Public Accountants.

A review of interim financial  information  consists principally of obtaining an
understanding   of  the  system  for  the   preparation  of  interim   financial
information,  applying  analytical  procedures to financial  data, and of making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially less in scope than an audit conducted in accordance with generally
accepted  auditing  standards,  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 review, we are not aware of any material  modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance  sheet of the Company as of February  27,
1999,  and the related  consolidated  statements  of  operations,  stockholders'
equity,  and cash flows for the year then ended (not presented  herein);  and in
our report dated April 2, 1999,  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 27, 1999 is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.




DELOITTE & TOUCHE LLP



December 29, 1999
New York, New York








                                        9
<PAGE>

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


Third Quarter of Fiscal 2000  (thirteen  weeks ended November 27, 1999) compared
--------------------------------------------------------------------------------
to Third Quarter of Fiscal 1999 (thirteen weeks ended November 28, 1998)
------------------------------------------------------------------------

Net sales for the third quarter of fiscal 2000 increased 63.8% to $110.8 million
from $67.6 million for the same period last year.

Net sales of collectible sports products, which consist of both sports cards and
sports  sticker/album  products,  decreased  5.9% to $36.7  million in the third
quarter of fiscal 2000 from $39.0 million in the  comparable  quarter last year.
This decrease was the result of two factors: the unfavorable timing of shipments
of recurring products versus last year and a 3% real sales decrease.  (The terms
"real sales increase" and "real sales decrease" are used to denote  increases or
decreases  that were not the result of the timing of shipments.) In the quarter,
real sales of football and  basketball  products were slightly  higher than last
year, while real sales of baseball, international soccer and hockey were lower.

Net sales of confectionery products increased 27.8% in the third quarter of this
year to $30.6  million from $23.9  million in fiscal  1999.  This growth was the
result of the continued  strength of Baby Bottle Pop, further domestic growth of
core lollipop products and the successful introductions of Push Pop lollipops in
Japan and  gum-filled  Pokemon  lollipops in the U.S. and Canada.  Confectionery
sales in Brazil  were  less  this  year  than  last as a result of the  currency
devaluation.

Net sales of  entertainment  products,  which  consist of  entertainment  cards,
magazines and  sticker/album  products,  increased to $43.5 million in the third
quarter of fiscal 2000 from $4.7 million in fiscal  1999.  Growth was the result
of the continued  success of Pokemon  trading cards in the U.S. and Canada which
accounted for approximately $38 million in net sales in the quarter.

Gross profit as a percentage  of net sales for the third  quarter of fiscal 2000
increased  to 52.9% as compared  with 39.2% for the same period last year.  This
margin  improvement  was  the  result  of  an  increase  in  the  percentage  of
entertainment product sales, as well as the overall increase in revenues,  which
resulted in the leverage of fixed costs.

Other income (expense) (previously referred to as Royalties and other income and
expense),  decreased to an expense of $63,000 in the third  quarter of this year
from an expense of  $138,000  last year.  This was  primarily  the result of the
absence of a software write-off taken last year.

Selling,  general and administrative ('SG&A') expenses decreased as a percentage
of net sales to 19.8% in the third  quarter of fiscal 2000 from 28.4% a year ago
as a result of the increase in sales.  SG&A dollar  spending  increased to $21.9
million from $19.2 million due to higher freight costs and broker commissions as
a result of the  increase in sales,  as well as costs  related to the  Company's
Internet venture.

Interest income (expense), net increased to $618,000 in fiscal 2000 from $60,000
in  fiscal  1999 due to an  increase  in cash on hand and the  repayment  of the
Company's outstanding term loan balance.

The  effective tax rate for the third quarter of fiscal 2000 was 41.0% versus an
effective rate of 43.0% for the same period a year ago.

Net income for the third quarter of fiscal 2000 was $21.9 million,  or $0.46 per
diluted share,  as compared with $4.1 million,  or $0.09 per diluted share,  for
the same period last year.





                                       10
<PAGE>

First Nine Months of Fiscal 2000  (thirty-nine  weeks  ended  November  27,1999)
--------------------------------------------------------------------------------
compared to First Nine Months of Fiscal 1999  (thirty-nine  weeks ended November
--------------------------------------------------------------------------------
28, 1998)
--------


Net sales for the first nine  months of fiscal  2000  increased  54.4% to $276.1
million from $178.8 million for the same period last year.

Net sales of collectible  sports  products  increased 18.0% to $106.8 million in
the first nine months of fiscal 2000 from $90.5 million in the comparable period
last  year.  This  increase  was the  result of several  factors  including  the
shipment of basketball  card products  which normally would have occurred in the
fourth  quarter of fiscal 1999, but were delayed into fiscal 2000 due to the NBA
lockout.  Higher sales of baseball and football  card products and the Company's
return to the NHL hockey  market  also  contributed  to the  increase.  Sales of
international soccer sticker/album products were less this year than last.

Net sales of confectionery  products increased 27.1% in the first nine months of
this year to $100.9  million from $79.4 million in fiscal 1999.  This growth was
the result of the continuing  success of Baby Bottle Pop and increased  domestic
sales of Ring Pop and Push Pop.  Confectionery  sales in  Brazil  were less this
year than last as a result of the currency devaluation.

Net sales of entertainment products increased to $68.4 million in the first nine
months of fiscal 2000 from $8.9 million last year.  This  increase was primarily
the result of sales of Pokemon  cards in the U.S. and Canada  which  totaled $45
million, as well as sales of Star Wars products around the world.

Gross  profit as a  percentage  of net sales for the first nine months of fiscal
2000  increased  to 48.4% as compared  with 41.1% for the same period last year.
This margin  improvement was largely the result of the favorable  product mix as
well as the increase in sales  overall  which  resulted in the leverage of fixed
costs.

Other income (expense) (previously referred to as Royalties and other income and
expense),  increased  to  $402,000  in the first nine months of this year from a
$66,000  expense  last  year.  This  increase  was  primarily  the result of the
recovery of VAT (value added tax) taxes in Mexico and France.

Selling, general & administrative ("SG&A") expenses decreased as a percentage of
net sales to 23.7% in the first nine months of fiscal 2000 from 31.5% a year ago
as a result of higher  sales.  SG&A dollar  spending  increased to $65.3 million
from $56.4 million due to greater  expenditures  for  advertising and marketing,
higher broker commissions and freight costs as a result of the increase in sales
and the Company's investment in its Internet venture.

Income from  operations  in the first nine months of fiscal 1999 included a $3.9
million gain on the sales of the Company's  manufacturing plant in Cork, Ireland
and equipment from both the Cork, Ireland and Duryea, Pennsylvania facilities.

Interest income  (expense),  net was $970,000 in the first nine months of fiscal
2000 versus an expense of $531,000  last year due to an increase in cash on hand
and the reduction in the Company's outstanding term loan balance.

The effective tax rate for the first nine months of fiscal 2000 was 41.0% versus
43.0% for the comparable period last year.

Net income for the first nine months of fiscal 2000 was $41.1 million,  or $0.86
per diluted share,  compared with $11.6 million, or $0.25 per diluted share, for
the same period last year.



                                       11
<PAGE>


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

In July 1995,  the Company  entered into a $65 million  credit  agreement with a
syndicate of eight banks in order to finance the  acquisition  of Topps  Europe,
Ltd.,  formerly  known as Merlin  Publishing,  Ltd.,  and to provide for working
capital and letter of credit needs.  In May 1998,  the Company  refinanced  this
facility with Chase  Manhattan  Bank. The new credit  agreement  included a term
loan in the aggregate amount of $25.0 million (which was used to repay the prior
loan) and a $9.5 million  facility to cover letter of credit and revolver needs.
The letter of credit and  revolver  facility was  increased to $12.5  million in
February  1999.  The term loan was paid in full in October  1999.

The letter of credit and revolver  facility  expire on July 6, 2000. This credit
agreement is secured by a pledge of the Company's domestic trademarks and 65% of
the  stock of Topps  Europe.  Interest  rates are  variable  and a  function  of
short-term indices. 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
prohibits the payment of dividends.

As of November 27, 1999, the Company had $61.1 million in cash.

During the first nine months of fiscal 2000,  the Company's net increase in cash
and cash equivalents was $19.4 million versus $22.0 million in fiscal 1999. Cash
provided by operating activities in the first nine months of this year was $38.2
million  versus $29.4 million last year, as higher net income and an increase in
payables and other current  liabilities  were partially offset by an increase in
receivables.  Cash (used in) provided by investing activities this year reflects
$1.8 million in capital expenditures compared with $5.6 million in proceeds from
the  disposition  of a  manufacturing  facility and related  equipment and $ 0.3
million in capital  expenditures  last year.  Cash used in financing  activities
reflects term loan payments of $15.8 million,  stock repurchases of $2.1 million
and cash from the exercise of employee  stock options of $0.8 million this year,
versus  term loan  payments  of $12.7  million in the first nine  months of last
year.

Management believes that, in light of the Company's borrowing capacity,  cash on
hand as of November 27, 1999 and expected cash flow from operations, the Company
has adequate means to meet its working capital,  capital expenditure,  and other
cash requirements for the foreseeable future.


Year 2000
---------

The Year 2000 issue is the result of computer  programs using only two digits to
identify a year in the date field. If not corrected,  many systems could fail or
create  erroneous  results on January 1, 2000 by reading  the date as January 1,
1900.  Failure  to  fix  this  problem  could  result  in  systems  failures  or
miscalculations leading to disruption in the Company's operations.

The Company began work on Year 2000 issues in 1996. As of November 27, 1999, all
of the Company's mainframe programs have been reviewed for compliance, and where
necessary, programs have been fixed, tested and put into production. The Company
has also  addressed the needs of its other  systems such as personal  computers,
customer and vendor systems, telephone systems and other electronic hardware.

Year  2000  compliance  costs  have not  significantly  affected  the  financial
condition or results of operations of the Company.

The Company  expects that its essential  systems and business  functions will be
Year 2000 compliant in all material  respects.  Given that the Company's  fiscal
Year 2000 began on February  28, 1999,  many  essential  operating  systems have
already proven to be Year 2000 compliant.  In a worst case scenario, the Company
believes that its essential processes could be handled manually.

The  Company has  contacted  key  vendors,  customers  and other  third  parties
regarding  their Year 2000  readiness.  No issues have been  identified to date,
however,  the Company  will  continue to monitor  these  relationships  and will
develop contingency plans for dealing with risks, if necessary.

The company has not experienced any Year 2000  disruptions as of the date of the
filing of this report.


                                       12

<PAGE>


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  statements are: (i)
the failure of certain of the Company's principal products,  particularly sports
cards, entertainment cards, lollipops and sticker/album collections,  to achieve
expected sales levels; (ii) weakness in sales of basketball products due to last
year's NBA lockout;  (iii) quarterly fluctuations in results; (iv) the Company's
loss of important  licensing  arrangements;  (v) a decrease in the popularity of
Pokemon licensed products without a corresponding  increase in the popularity of
a replacement  product;  (vi)  technological,  production,  legal costs or other
problems  which  result  in the  Company's  inability  to  launch  its  Internet
initiative;  (vii) the failure of the Company's  Internet  initiative to achieve
expected  levels of  success;  (viii) the  Company's  loss of  important  supply
arrangements  with  third  parties;  (ix) the loss of any of the  Company's  key
customers or distributors; (x) further prolonged and material contraction in the
trading  card  industry as a whole;  (xi)  further  declines in the sale of U.K.
Premier  League  sticker/album  collections;  (xii)  excessive  returns  of  the
Company's  products;  (xiii) an adverse outcome in the Rodriguez  Action;  (xiv)
civil unrest,  currency  devaluation  or political  upheaval in certain  foreign
countries in which the Company conducts business; (xv) significant disruption to
the  Company's  operations  due to Year 2000  failures;  as well as other  risks
detailed from time to time in the Company's reports and registration  statements
filed with the Securities and Exchange Commission.




















                                       13
<PAGE>

                             THE TOPPS COMPANY, INC.

                                     PART II

                                OTHER INFORMATION







ITEM 7. EXHIBITS AND REPORTS ON FORM 8-K

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


          None



































                                       14
<PAGE>



                                    SIGNATURE





Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


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



                                             /s/ Catherine Jessup
                                             ------------------------
                                             Vice President - Chief Financial
                                                              Officer












January 11, 2000

















                                       15