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 25, 2000

                                       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 of                   (I.R.S. Employer
   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  4, 2001 was
44,623,000.

<PAGE>

                             THE TOPPS COMPANY, INC.




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

ITEM 1.  FINANCIAL STATEMENTS


               Index                                                  Page

     Condensed Consolidated Balance Sheets as of
          November 25, 2000 and February 26, 2000                       3

     Condensed Consolidated Statements of Operations
          for the thirteen and thirty-nine weeks ended
          November 25, 2000 and November 27, 1999                       4

     Condensed Consolidated Statements of Comprehensive
          Income for the thirteen and thirty-nine weeks
          ended November 25, 2000 and November 27, 1999                 5

     Condensed Consolidated Statements of Cash Flows
          for the thirty-nine weeks ended November 25, 2000
          and November 27, 1999                                         6

     Notes to Condensed Consolidated Financial Statements               7


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                           11




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

ITEM 1.  LEGAL PROCEEDINGS                                             15


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                              16



The condensed  consolidated  financial  statements  for the thirteen weeks ended
November 25, 2000  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 10.


                                        2

<PAGE>

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



<TABLE>
<CAPTION>
                                                            (Unaudited)
                                                              November     February
                                                              25, 2000     26, 2000
                                                              --------     --------
                                                             (amounts in thousands,
                                                                except share data)

<S>                                                         <C>           <C>
ASSETS
------
CURRENT ASSETS:

    Cash and cash equivalents ............................   $ 152,858    $  75,853
    Accounts receivable - net ............................      22,490       25,730
    Inventories ..........................................      20,451       20,738
    Income tax receivable ................................       1,007          253
    Deferred tax assets ..................................       3,366        5,737
    Prepaid expenses and other current assets ............       7,752        5,357
                                                               -------      -------
        TOTAL CURRENT ASSETS .............................     207,924      133,668
                                                               -------      -------

PROPERTY, PLANT, & EQUIPMENT .............................      18,916       15,759
    Less:  accumulated depreciation and amortization .....       7,814        6,578
                                                               -------      -------
        NET PROPERTY, PLANT & EQUIPMENT ..................      11,102        9,181
                                                               -------      -------

INTANGIBLE ASSETS, net of accumulated
    amortization of $45,275 and $43,312 as of November 25,
    2000 and February 26, 2000, respectively .............      55,625       57,588
OTHER ASSETS .............................................       3,289        2,876
                                                               -------      -------
        TOTAL ASSETS .....................................   $ 277,940    $ 203,313
                                                               =======      =======

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
    Accounts payable .....................................   $  12,299    $  18,958
    Accrued expenses and other liabilities ...............      41,742       36,941
    Income taxes payable .................................      24,463        6,641
                                                                ------       ------
        TOTAL CURRENT LIABILITIES ........................      78,504       62,540

DEFERRED INCOME TAXES ....................................         861        2,630
OTHER LIABILITIES ........................................       9,727        8,968
                                                                ------       ------
        TOTAL LIABILITIES ................................      89,092       74,138
                                                                ------       ------
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 48,338,841 shares and
        47,835,758 shares as of November 25, 2000 and
        February 26, 2000, respectively ..................         483          478
    Additional paid-in capital ...........................      20,319       18,498
    Treasury stock, 3,741,500 shares and 2,012,500 shares
        as of November 25, 2000 and February 26, 2000, ...     (32,530)     (16,677)
        respectively
    Retained earnings ....................................     208,864      128,990
    Accumulated other comprehensive loss .................      (8,288)      (2,114)
                                                               -------      -------
         TOTAL STOCKHOLDERS' EQUITY ......................     188,848      129,175
                                                               -------      -------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......   $ 277,940    $ 203,313
                                                               =======      =======

</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
                                             25, 2000       27, 1999   25, 2000     27, 1999
                                             --------       --------   --------     --------
                                                (amounts in thousands, except share data)
<S>                                          <C>         <C>           <C>          <C>
Net sales .................................. $  92,700   $ 110,777    $ 378,740     $276,109

Cost of sales ..............................    45,182      52,222      184,317      142,521
                                                ------     -------      -------      -------
      Gross profit on sales ................    47,518      58,555      194,423      133,588

Other income (expense) .....................       195         (63)       1,166          402
                                                ------     -------      -------      -------
                                                47,713      58,492      195,589      133,990

Selling, general and administrative expenses    22,897      21,941       74,316       65,336
                                                ------     -------      -------      -------
     Income from operations ................    24,816      36,551      121,273       68,654

Interest income, net .......................     1,613         618        3,530          970
                                                ------     -------      -------      -------
Income before provision for income taxes ...    26,429      37,169      124,803       69,624

Provision for income taxes .................     7,548      15,239       44,929       28,546
                                                ------     -------      -------      -------
                  Net income ...............  $ 18,881   $  21,930    $  79,874     $ 41,078
                                                ======     =======      =======      =======



Net income per share - basic                    $ 0.42      $ 0.47       $ 1.77      $ 0.88
                     - diluted                    0.41        0.46         1.72        0.86


Weighted average shares outstanding - basic   44,796,000  46,447,000   45,228,000  46,450,000
                                    -diluted  44,959,000  47,986,000   46,487,000  47,523,000


</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>

                                                       (Unaudited)
                                    Thirteen weeks ended         Thirty-nine weeks ended
                                   November       November       November       November
                                   25, 2000       27, 1999       25, 2000       27, 1999
                                   --------       --------       --------       --------
                                                   (amounts in thousands)
<S>                                <C>            <C>            <C>            <C>
Net income .....................   $ 18,881       $ 21,930       $ 79,874       $ 41,078

Currency translation adjustment.     (3,609)          (361)        (6,174)          (125)
                                   --------       --------       --------       --------
Comprehensive income ...........   $ 15,272       $ 21,569       $ 73,700       $ 40,953
                                   ========       ========       ========       ========


</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
                                                       25, 2000       27, 1999
                                                       --------       --------
                                                        (amounts in thousands)

<S>                                                      <C>          <C>
 Cash flows from operating activities:
    Net income .......................................   $  79,874    $  41,078
    Add (subtract) non-cash items included in income:
         Depreciation and amortization ...............       3,400        3,363
         Deferred taxes on income ....................         602       (4,148)

    Change in operating assets and liabilities:
         Accounts receivables ........................       3,240      (10,969)
         Inventories .................................         287         (737)
         Income tax receivable .......................        (754)          55
         Prepaid expenses and other current assets ...      (2,395)        (255)
         Payables and other current liabilities ......      15,964        9,282
         Other .......................................      (6,029)         566
                                                           -------       ------
                 Cash provided by operating activities      94,189       38,235
                                                           -------       ------

Cash flows from investing activities:
    Additions to property, plant and equipment .......      (3,157)      (1,847)
                                                            -------      -------
                Cash used in investing activities ....      (3,157)      (1,847)
                                                            -------      -------
Cash flows from financing activities:
     Reduction of debt ...............................        --        (15,783)
     Exercise of stock options .......................       1,826          823
     Repurchase of common stock ......................     (15,853)      (2,063)
                                                           --------     --------
                 Cash used in financing activities ...     (14,027)     (17,023)
                                                           --------     --------
Net increase in cash .................................      77,005       19,365
Cash at beginning of year ............................      75,853       41,728
                                                           -------       ------
Cash at end of period ................................   $ 152,858    $  61,093
                                                           =======       ======



Supplemental disclosures of cash flow information:

     Interest paid                                       $     98      $   810
     Income taxes paid                                   $ 24,822      $30,811

</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 25, 2000


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   (SEC)  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 ended  November 25, 2000 and November 27, 1999 are
          not necessarily indicative of the results that may be expected for the
          year  ending  March 3,  2001.  For  further  information  refer to the
          consolidated  financial  statements and notes thereto in the Company's
          annual report for the year ended February 26, 2000.

          In December  1999,  the SEC issued Staff  Accounting  Bulletin No. 101
          ("SAB 101"),  "Revenue  Recognition in Financial  Statments."  SAB 101
          summarizes  certain of the SEC'S views in applying  generally accepted
          accounting  principles to revenue recognition in financial statements.
          The  Company  is  required  to adopt SAB 101 no later  than the fourth
          quarter of fiscal  2001.  SAB 101 is not  expected  to have a material
          impact on the Company's financial statements.

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 factory
          scheduling  requirements.  Thus, annual sales and earnings amounts are
          unlikely to consist of equal quarterly portions.

3.       Inventories, Net
                                           (Unaudited)
                                             November       February
                                             25, 2000       26, 2000
                                            ---------       --------
                                             (amounts in thousands)

          Raw materials                      $  2,929       $  3,171
          Work in Process                       1,426            529
          Finished products                    16,096         17,038
                                             --------       --------
          Total                              $ 20,451       $ 20,738
                                             ========       ========

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 and Baby Bottle Pop, the Bazooka  bubble
          gum line and other novelty confectionery  products,  including Pokemon
          confectionery products.


                                        7


<PAGE>

          The   Entertainment   Products  segment  consists  of  trading  cards,
          sticker/album  products and magazines  featuring licenses 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 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), interest and income taxes.

          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         Thrity-nine weeks ended
                                             November       November       November       November
                                             25, 2000       27, 1999       25, 2000       27, 1999
                                             --------       --------       --------       --------
                                                           (In thousands of dollars)
<S>                                          <C>            <C>            <C>            <C>
Net Sales
---------
Collectible Sports Products ............     $  36,489      $  36,735      $ 100,070      $ 106,764
Confectionery ..........................        33,472         30,569        143,135        100,944
Entertainment Products .................        22,739         43,473        135,535         68,401
                                             ---------      ---------      ---------      ---------
Total ..................................     $  92,700      $ 110,777      $ 378,740      $ 276,109
                                             =========      =========      =========      =========

Contributed Margin
------------------
Collectible Sports Products ............     $  11,061      $  14,940      $  36,776      $  42,652
Confectionery ..........................        12,913          9,382         54,616         29,999
Entertainment Products .................        16,200         27,423         77,441         39,620
                                             ---------      ---------      ---------      ---------
Total ..................................     $  40,174      $  51,745      $ 168,833      $ 112,271
                                             =========      =========      =========      =========

Reconciliation of contributed margin
  to income before provision for
  income taxes:
Total contributed margin ...............     $  40,174      $  51,745      $ 168,833      $ 112,271
Unallocated general and administrative
  expenses and manufacturing overhead ..       (14,115)       (13,993)       (45,326)       (40,656)
Depreciation & amortization ............        (1,438)        (1,138)        (3,400)        (3,363)
Other income (expense) .................           195            (63)         1,166            402
                                             ----------     ---------      ---------      ---------
Income from operations .................        24,816         36,551        121,273         68,654
Interest income, net ...................         1,613            618          3,530            970
                                             ----------     ---------      ---------      ---------
Income before provision for income taxes     $  26,429      $  37,169      $ 124,803      $  69,624
                                             =========      =========      =========      =========


</TABLE>



                                        8


<PAGE>



5.        Credit Agreement

          On June 26, 2000,  the Company  entered into a credit  agreement  with
          Chase  Manhattan  Bank and  LaSalle  Bank  National  Association.  The
          agreement  provides for a $35.0  million  unsecured  facility to cover
          revolver  and letter of credit  needs and  expires  on June 26,  2004.
          Interest  rates are variable and a function of the  Company's  EBITDA.
          The credit  agreement  contains  restrictions  and  prohibitions  of a
          nature  generally  found in loan  agreements of this type and requires
          the Company,  among other  things,  to comply with  certain  financial
          covenants, limits the Company's ability to repurchase its shares, sell
          or acquire assets or borrow additional money and prohibits the payment
          of dividends.  This credit  agreement may be terminated by the Company
          at any point over the four-year  term (provided the Company repays all
          outstanding amounts thereunder) without penalty.


6.        Accrued Expenses and Other Liabilities

          The provision for estimated losses on sales returns,  which previously
          had been  included  in the  balance  of  accrued  expenses  and  other
          liabilities,  has been  reclassified  as a contra  account to accounts
          receivable.  This presentation has been reflected on the condensed and
          consolidated  balance  sheets as of November 25, 2000 and February 26,
          2000.


































                                        9


<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 25,
2000, and the related condensed  consolidated  statements of operations and cash
flows for the thirteen and thirty-nine  week periods ended November 25, 2000 and
November 27, 1999.  These  financial  statements are the  responsibility  of the
Company's management.

We conducted our review in accordance with 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 auditing standards generally accepted in the United
States of  America,  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 auditing  standards  generally  accepted in the United
States of America.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance  sheet of the Company as of February  26,
2000,  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 March 30, 2000 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, 2000 is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.




DELOITTE & TOUCHE LLP


SIGNATURE

January 03, 2001
New York, New York





                                       10


<PAGE>


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

Third Quarter of Fiscal 2001  (thirteen  weeks ended November 25, 2000) compared
--------------------------------------------------------------------------------
to Third Quarter of Fiscal 2000 (thirteen weeks ended November 27, 1999)
------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                   Thirteen weeks ended  Thirty-nine weeks ended
                                   November    November    November    November
                                   25, 2000    27, 1999    25, 2000    27, 1999
                                   --------    --------    --------    --------
                                             (In thousands of dollars)

<S>  <C>                           <C>        <C>         <C>          <C>
     Net Sales

     Collectible Sports Products   $36,489    $ 36,735     $100,070     $106,764
     Confectionery .............    33,472      30,569      143,135      100,944
     Entertainment Products ....    22,739      43,473      135,535       68,401
                                   -------     -------     --------     --------
     Total .....................   $92,700    $110,777     $378,740     $276,109
                                   =======    ========     ========     ========
</TABLE>

Net sales for the third quarter of fiscal 2001 decreased  16.3% to $92.7 million
from $110.8  million for the same period last year.  This year's  third  quarter
sales were reduced by $6.8 million as a result of foreign  currencies  weakening
against the dollar.

Net sales of collectible sports products, which consist of both sports cards and
sports sticker/album  products,  were $36.5 million versus $36.7 million in last
year's third  quarter.  Sales of baseball  products were above the prior year as
the  market   responded   favorably  to  the  first  in  a  series  of  products
commemorating  the 50th  anniversary  of Topps' first  baseball  card.  Sales of
football and European soccer products were less this year than last.

Net sales of confectionery  products increased 9.5% in the third quarter of this
year to $33.5 million from $30.6 million in fiscal 2000.  The sales increase was
driven by $6.8  million in Pokemon  confectionery  sales this year  (versus $1.1
million last year) and continued strong growth of Baby Bottle Pop domestically.

Net sales of  entertainment  products  totaled  $22.7  million  in the  quarter,
virtually  all of which  came  from  the sale of  Pokemon  products  in  Europe.
Included in this year's sales figure was a $7.8 million  reversal of the returns
provision,  a function of the strong sell-through of these products.  Last year,
net sales of entertainment  products  totaled $43.5 million,  $38.1 million from
Pokemon and $5.4 million from sales of products under other licenses,  primarily
Star Wars.

Gross profit as a percentage  of net sales for the third  quarter of fiscal 2001
decreased  to 51.3% as compared  with 52.9% for the same period last year.  This
margin  reduction was  principally  the result of the lower sales of high-margin
entertainment  products.  Margins this year were also impacted by higher product
development costs on the U.S. sports business.

Other income (expense) improved to $195,000 this year from an expense of $63,000
last year,  largely  due to the  absense of both  foreign  exchange  translation
losses and a VAT receivable write-off recorded last year.

Selling,  general and administrative ("SG&A") expenses increased as a percentage
of net sales to 24.7% in the third quarter of fiscal 2001 from 19.8% a year ago.
This  percentage  increase  was a function of lower sales as well as higher SG&A
than a year ago. SG&A  expenses  increased to $22.9 million this year from $21.9
million primarily due to greater  expenditures for advertising and marketing and
the  Company's  investment  in its Internet  initiative.  SG&A  benefited in the
quarter this year from reduced  freight costs which were a function of the lower
sales.

Net interest  income  increased to $1.6 million in fiscal 2001 from  $618,000 in
fiscal 2000 due to the increase in cash on hand.



                                       11

<PAGE>

The  effective  tax rate for the third  quarter of fiscal 2001 was 28.6%  versus
41.0% in the third  quarter  of last  year.  The very  favorable  third  quarter
effective  rate was the result of the catch-up  effect of reducing the full year
forecast  rate to 36%  from a  forecast  rate of 38% at the time  earnings  were
reported last  quarter.  The  improvement  in the full year forecast rate to 36%
this year from 41% at this time last year was a  function  of the  higher mix of
international  earnings this year and the lower effective rate on those earnings
and a  one-time  tax  benefit as a result of a refund  claim  filed in the third
quarter.

Net income for the third quarter of fiscal 2001 was $18.9 million,  or $0.41 per
fully diluted share, as compared with $21.9 million,  or $0.46 per fully diluted
share last year.


First Nine Months of Fiscal 2001  (thirty-nine  weeks ended  November  25, 2000)
--------------------------------------------------------------------------------
compared to First Nine Months of Fiscal 2000  (thirty-nine  weeks ended November
--------------------------------------------------------------------------------
27, 1999)
---------

Net sales for the first nine  months of fiscal  2001  increased  37.2% to $378.7
million from $276.1  million for the same period last year.  This was the result
of increased sales of confectionery and  entertainment  products which more than
offset a decline in collectible  sports  products.  Sales through the first nine
months  of this year  were  reduced  by $19.0  million  as a result  of  foreign
currencies weakening against the dollar.

Net sales of collectible sports products decreased 6.3% in the first nine months
of fiscal 2001 to $100.1 million from $106.8 in the comparable period last year.
Sales  comparisons  this year versus last were affected by the NBA lockout which
resulted in an unusual quantity of basketball product being shipped in the first
quarter of fiscal  2000.  Sales of European  soccer  sticker/album  products and
hockey products were also less this year than last.  Sales of football  products
increased  year-over-year  as a result  of  favorable  timing of  releases,  the
introduction of the Gallery brand and growth in other football products.

Net sales of confectionery  products increased 41.8% in the first nine months of
this year to $143.1  million  from $100.9  million in fiscal  2000.  Included in
fiscal 2001 sales were $36.0 million of Pokemon  confectionery  products  versus
$1.1 million in the comparable  period last year.  The continued  growth of Baby
Bottle Pop  domestically  and Push Pop in Japan and the U.S. also contributed to
sales increases versus last year.

Net sales of  entertainment  products  increased to $135.5  million in the first
nine months of fiscal 2001 from $68.4  million in fiscal 2000 due to the success
of Pokemon cards and sticker/album  products in Europe. In the first nine months
of this year, sales of entertainment  products excluding Pokemon were down $22.0
million, primarily due to the absence of Star Wars products sold last year.

Gross  profit as a  percentage  of net sales for the first nine months of fiscal
2001  increased  to 51.3% as compared  with 48.4% for the same period last year.
This  margin  improvement  was the  result  of  several  factors  including  the
increased  mix  of  high-margin  entertainment  products,  higher  revenues,  in
general,  which  provided  for the  further  leverage  of fixed  costs  and cost
improvements in the area of obsolescence.

Other income  (expense)  increased to $1.2 million this year from  $402,000 last
year primarily as a result of the absence of foreign exchange translation losses
as well as higher  levels of prompt  payment  discounts  on  European  inventory
purchases.

Selling,  general and administrative ("SG&A") expenses decreased as a percentage
of net sales to 19.6% in the first nine  months of fiscal 2001 from 23.7% a year
ago as a result of higher sales.  SG&A expenses  increased to $74.3 million from
$65.3 million due to greater  expenditures  for advertising  and marketing,  the
Company's  investment in its Internet  initiative and earlier recognition of the
annual incentive bonus plan.

Net interest  income  increased to $3.5 million in fiscal 2001 from  $970,000 in
fiscal  2000  due to an  increase  in cash on hand  and the  elimination  of the
Company's loan balance.

The effective tax rate for the first nine months of fiscal 2001 was 36.0% versus
41.0%  last  year.  The  improvement  was  a  function  of  the  higher  mix  of
international  earnings this year and the lower effective rate on those earnings
and a  one-time  tax  benefit as a result of a refund  claim  filed in the third
quarter.

Net income for the first nine months of fiscal 2001 was $79.9 million,  or $1.72
per fully  diluted  share,  as compared with $41.1  million,  or $0.86 per fully
diluted share last year.


                                       12


<PAGE>


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

On June 26,  2000,  the  Company  entered  into a credit  agreement  with  Chase
Manhattan Bank and LaSalle Bank National Association. The agreement provides for
a $35.0 million unsecured  facility to cover revolver and letter of credit needs
and expires on June 26, 2004.  Interest rates are variable and are a function of
the  Company's   EBITDA.   The  credit  agreement   contains   restrictions  and
prohibitions  of a nature  generally  found in loan  agreements of this type and
requires  the Company,  among other  things,  to comply with  certain  financial
covenants,  limits the  Company's  ability to  repurchase  its  shares,  sell or
acquire  assets  or  borrow  additional  money  and  prohibits  the  payment  of
dividends.  The credit  agreement  may be terminated by the Company at any point
over the four-year  term (provided the Company  repays all  outstanding  amounts
thereunder) without penalty.

In October 1999, the Board of Directors  authorized the Company to repurchase up
to 5 million  shares of its stock.  As of  November  25,  2000,  the Company had
repurchased a total of 2,639,000 shares at an average price of $8.91. During the
third  quarter of fiscal  2001,  the Company  repurchased  605,500  shares at an
average price of $8.98.

As of  November  25,  2000,  the  Company  had  $152.9  million in cash and cash
equivalents.

During the first nine months of fiscal 2001,  the Company's net increase in cash
and cash equivalents was $77.0 million versus $19.4 million in fiscal 2000. Cash
provided by operating activities in the first nine months of this year was $94.2
million versus $38.2 million last year due to higher net income,  an increase in
payables and other current liabilities and a reduction in receivables. Cash used
in  investing  activities  in the first nine  months  reflects  $3.2  million in
capital  expenditures this year versus $1.8 million in fiscal 2000. Cash used in
financing  activities  reflects the use of $15.9 million to  repurchase  Company
stock this year versus $2.1  million to  repurchase  stock and $15.8  million in
debt payments in the first nine months of last year.

Management  believes  that the Company has adequate  means to meet its liquidity
and capital resource needs over the foreseeable future.


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)  quarterly  fluctuations  in  results;  (iii) the
Company's  loss  of  important  licensing   arrangements;   (iv)  technological,
production,  legal,  licensing or other  problems  which result in the Company's
inability to launch its Internet  initiative;  (v) the failure of the  Company's
Internet  initiative to achieve  expected levels of success;  (vi) the Company's
loss of important supply arrangements with third parties;  (vii) the loss of any
of the Company's key customers or  distributors;  (viii)  further  prolonged and
material  contraction  in the trading  card  industry as a whole;  (ix)  further
declines  in the sale of U.K.  Premier  League  sticker/album  collections;  (x)
excessive  returns  of the  Company's  products;  (xi)  civil  unrest,  currency
devaluation  or  political  upheaval in certain  foreign  countries in which the
Company conducts business;  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>


ITEM 1.  LEGAL PROCEEDINGS

     In November 1998, the Company was named as a defendant in a purported class
     action  commenced  in the United  States  District  Court for the  Southern
     District of California (the "California Court") entitled Rodriquez, et. al.
     v. The Topps  Company,  Inc.,  No. CV 2121-B (AJB) (S.D.  Cal.) (the "Class
     Action").  The Class Action alleges that the Company violated the Racketeer
     Influenced and Corrupt Organizations Act ("RICO") and the California Unfair
     Business Practices Act, by its practice of selling sports and entertainment
     trading cards with randomly-inserted "insert" cards, allegedly in violation
     of state and federal  anti-gambling  laws.  The Class  Action  seeks treble
     damages and  attorneys'  fees on behalf of all  individuals  who  purchased
     packs of cards at least in part to obtain an "insert" card over a four-year
     period.  On January 22, 1999,  plaintiffs  moved to  consolidate  the Class
     Action with similar class actions  pending against several of the Company's
     principal competitors and licensors in the California Court. On January 25,
     1999, the Company moved to dismiss the  complaint,  or,  alternatively,  to
     transfer the Class  Action to the Eastern  District of New York or stay the
     Class Action pending the outcome of the Declaratory Judgment Action pending
     in the Eastern  District of New York.  By orders  dated May 14,  1999,  the
     California  Court denied the  Company's  motions to dismiss or transfer the
     Class  Action but granted  the  Company's  motion to stay the Class  Action
     pending the outcome of the  Declaratory  Judgment  Action.  The  California
     Court also denied  plaintiffs'  motion to consolidate the Class Action with
     similar  purported class actions.  On April 18, 2000, the California  Court
     entered an order requiring plaintiffs in the Class Action as well as in the
     other purported Class Actions to show cause why all such actions should not
     be dismissed.  By order dated June 21, 2000, the  California  Court vacated
     its May 14, 2000 order denying the  Company's  motion to dismiss the Class,
     dismissed  the RICO claim in the Class  Action with  prejudice  and without
     leave to  replead,  and  dismissed  the  pendent  state law claims  without
     prejudice.  Plaintiffs  filed a notice of appeal of the California  Court's
     decision to the United  States  Court of Appeals  for the Ninth  Circuit on
     July 21,  2000.  Briefing is under way and is expected to be  completed  by
     February  2001,  after  which  point  the Court of  Appeals  will hear oral
     argument on the appeal.  If the Class Action were reinstated on appeal,  an
     adverse outcome in the Class Action could  materially  effect the Company's
     future plans and results.


     On August 21,  2000,  the Company  was named as a defendant  in a purported
     class action commenced in the Superior Court of the State of California for
     the County of Alameda (the "California  State Court")  entitled Chaset,  et
     al. v. The Upper Deck Company,  et al., No. 830257-9 (the "California Class
     Action").  The  California  Class Action alleges that the Company and other
     manufacturers  and  licensors  of sports and  entertainment  trading  cards
     committed   unlawful,   unfair  and  fraudulent  business  acts  under  the
     California  Unfair  Business  Practices Act  ("CUBPA")  and the  California
     Consumer Legal  Remedies Act by the practice of selling  trading cards with
     randomly-inserted  "insert"  cards  allegedly  in  violation  of state  and
     federal  anti-gambling  laws and state consumer laws. The California  Class
     Action asserts three claims for relief and seeks declaratory, equitable and
     injunctive  relief and attorneys' fees on behalf of a purported  nationwide
     class of trading card  purchasers.  Plantiff filed an amended  complaint on
     October  13,  2000,  including  an  amendment  to demand  compensatory  and
     punitive damages and restitution. On December 14, 2000, plaintiff moved for
     summary  judgment on one of his CUBPA  claims.  On December 15,  2000,  all
     defendants filed a motion to dismiss two of the claims for failure to state
     a claim upon which  relief can be granted;  a motion for  summary  judgment
     dismissing the remaining  claim;  and a motion to strike all allegations of
     fraudulent or deceptive  representations  and all references to plaintiff's
     prayer for monetary relief.

     The California State Court has stayed discovery until  defendants'  motions
     are decided,  and it has  determined  that  plaintiff's  motion for summary
     judgment  will be decided,  if  necessary,  after  defendants'  motions are
     decided.   The  deadline  for  plaintiff  to  file  opposition   papers  to
     defendants'  motions is January 30, 2001, and briefing will be completed by
     March 15, 2001. Oral argument on defendants' motions is scheduled for March
     30, 2001. Plaintiffs' motion will be rescheduled after the California State
     Court reaches a decision on defendants'  motions. An adverse outcome in the
     California Class Action could materially  effect the Company's future plans
     and results.






                                       14


<PAGE>




     On February  18,  2000,  the Company was named as a defendant  in an action
     commenced  in  the  Central   District   Court  of   California,   entitled
     Telepresence  Technologies,  LLC vs. The Topps  Company Inc. The Company is
     one of ten trading card  manufacturers  who have been sued by  Telepresence
     Technologies,  LLC,  under 35 U.S.C.  Section 271, 281, et seq, for alleged
     patent  infringement.  The action  alleges  that  through  the  practice of
     selling relic cards which include pieces of game-worn jerseys,  the Company
     has  infringed  U.S.  Patent No.  5,803,501.  The action  seeks  injunctive
     relief,  treble damages and attorneys  fees. The Company has entered into a
     joint defense agreement with eight of the other defendants and on April 21,
     2000 filed an Answer,  which was  amended on  September  22, 2000 to add an
     affirmative defense that Telepresence  Technologies,  LLC lacks standing to
     sue. The  defendants  have filed a motion for summary  judgment for lack of
     standing which is currently pending.  An adverse outcome in this case could
     materially affect the Company's future plans and results.

     In all the above  matters,  the Company's  management  believes that it has
     meritorious defenses and intends to vigorously defend against these claims.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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


None

















                                       15


<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 9, 2001















                                       16