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

                                    FORM 10-Q


(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For the quarterly period ended August 26, 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  October  6, 2000 was
44,792,000.



<PAGE>

                             THE TOPPS COMPANY, INC.





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


ITEM 1.  FINANCIAL STATEMENTS


                         Index                                      Page
                         -----                                      ----

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

          Condensed Consolidated  Statements of Operations
             for the thirteen and twenty-six weeks ended
             August 26, 2000 and August 28, 1999                      4

          Condensed Consolidated Statements of Comprehensive
             Income for the thirteen and twenty-six weeks ended
             August 26, 2000 and August 28, 1999                      5

          Condensed Consolidated Statements of Cash Flows
             for the twenty-six weeks ended August 26, 2000
             and August 28, 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
August 26,  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)
                                                           August        February
                                                          26, 2000       26, 2000
                                                          --------       --------
                                                          (amounts in thousands
                                                            except share data)
<S>                                                        <C>          <C>
ASSETS
CURRENT ASSETS:
    Cash and cash equivalents ..........................   $ 140,249    $  75,853
    Accounts receivable - net ..........................      34,341       25,730
    Inventories - net ..................................      18,186       20,738
    Income tax receivable ..............................         145          253
    Deferred tax assets ................................       3,863        5,737
    Prepaid expenses and other current assets ..........       7,102        5,357
                                                             -------      -------
        TOTAL CURRENT ASSETS ...........................     203,886      133,668
                                                             -------      -------

PROPERTY, PLANT, & EQUIPMENT ...........................      17,058       15,768
    Less:  accumulated depreciation and amortization ...       7,143        6,587
                                                              ------       ------
        NET PROPERTY, PLANT & EQUIPMENT ................       9,915        9,181
                                                              ------       ------

INTANGIBLE ASSETS, net of accumulated
    amortization of $44,621 and $43,312 as of August 26,      56,279       57,588
    2000 and February 26, 2000, respectively
OTHER ASSETS ...........................................       3,218        2,876
                                                             -------      -------
        TOTAL ASSETS ...................................   $ 273,298    $ 203,313
                                                             -------      -------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable ...................................   $  17,886    $  18,958
    Accrued expenses and other liabilities .............      39,811       36,941
    Income taxes payable ...............................      24,796        6,641
                                                              ------       ------
        TOTAL CURRENT LIABILITIES ......................      82,493       62,540

DEFERRED INCOME TAXES ..................................       2,532        2,630
OTHER LIABILITIES ......................................       9,472        8,968
                                                              ------       ------
        TOTAL LIABILITIES ..............................      94,497       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 48,261,341 shares and
        47,835,758 shares as of August 26, 2000 and ....         483          478
        February 26, 2000, respectively
  Additional paid-in capital ...........................      20,064       18,498
  Treasury stock, 3,136,000 shares and 2,012,500 shares
       as of August 26, 2000 and February 26, 2000, ....     (27,046)     (16,677)
       respectively
  Retained earnings ....................................     189,979      128,990
  Accumulated other comprehensive loss .................      (4,679)      (2,114)
                                                             -------      -------
         TOTAL STOCKHOLDERS' EQUITY ....................     178,801      129,175
                                                             -------      -------
         TOTAL LIABILITIES AND STOCKHOLDERS'
         EQUITY ........................................   $ 273,298    $ 203,313
                                                             =======      =======


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

</TABLE>

                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                              (Unaudited)
                                                  Thirteen weeks ended     Twenty-six weeks ended
                                                   August       August      August        August
                                                  26, 2000     28, 1999    26, 2000      28, 1999
                                                  --------     --------    --------      --------
                                                    (amounts in thousands, except share data)

<S>                                              <C>          <C>          <C>          <C>
Net sales ..................................     $141,708     $ 80,391     $286,040     $165,332

Cost of sales ..............................       67,216       43,105      139,135       90,299
                                                 --------     --------     --------     --------
      Gross profit on sales ................       74,492       37,286      146,905       75,033

Other income ...............................          324          557          971          465
                                                 --------     --------     --------     --------
                                                   74,816       37,843      147,876       75,498

Selling, general and administrative expenses       24,369       21,318       51,419       43,395
                                                 --------     --------     --------     --------

     Income from operations ................       50,447       16,525       96,457       32,103

Interest income (expense), net .............        1,106          223        1,917          352
                                                 --------     --------     --------     --------
Income before provision for income taxes ...       51,553       16,748       98,374       32,455

Provision for income taxes .................       19,589        6,867       37,381       13,307
                                                 --------     --------     --------     --------
                  Net income ...............     $ 31,964     $  9,881     $ 60,993     $ 19,148
                                                 ========     ========     ========     ========

Net income per share - basic                       $ 0.71       $ 0.21       $ 1.34       $ 0.41
                     - diluted                       0.68         0.21         1.30         0.40


Weighted average shares outstanding - basic    45,307,000   46,495,000     45,444,000   46,462,000
                                    - diluted  46,732,000   47,541,000     46,765,000   47,295,000



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

</TABLE>

                                       4

<PAGE>



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


<TABLE>
<CAPTION>

                                                      (Unaudited)
                                    Thirteen weeks ended       Twenty-six weeks ended
                                     August      August         August        August
                                    26, 2000    28, 1999       26, 2000      28, 1999
                                                (amounts in thousands)

<S>                                 <C>           <C>           <C>           <C>
Net income ....................     $ 31,964      $  9,881      $ 60,993      $ 19,148

Currency translation adjustment         (423)         (170)       (2,565)          236
                                      ------         -----       -------        ------
Comprehensive income ..........     $ 31,541      $  9,711      $ 58,428      $ 19,384
                                      ======         =====        ======        ======

</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)
                                                         Twenty-six  weeks ended
                                                          August         August
                                                         26, 2000       28, 1999
                                                          (amounts in thousands)
<S>                                                      <C>          <C>
  Cash flows from operating activities:
    Net income .......................................   $  60,993    $  19,148
    Add (subtract) non-cash items included in income:
         Depreciation and amortization ...............       1,962        2,225
         Deferred taxes on income ....................       1,776       (2,674)

    Change in operating assets and liabilities:
         Accounts receivables ........................      (8,611)       2,941
         Inventories .................................       2,552         (314)
         Income tax receivable .......................         108           57
         Prepaid expenses and other current assets ...      (1,745)         997
         Payables and other current liabilities ......      19,953       (1,480)
         Other .......................................      (2,493)         667
                                                            -------      ------
                 Cash provided by operating activities      74,495       21,567
                                                            ------       ------

Cash flows from investing activities:
    Additions to property, plant and equipment .......      (1,301)      (1,338)
                                                            -------      -------
                Cash used in investing activities ....      (1,301)      (1,338)
                                                            -------      -------
Cash flows from financing activities:
     Reduction of debt ...............................        --         (5,417)
     Exercise of stock options .......................       1,571          550
     Repurchase of common stock ......................     (10,369)        --
                                                           --------      -------
                 Cash used in financing activities ...      (8,798)      (4,867)
                                                           --------      -------

Net increase in cash .................................      64,396       15,362
Cash at beginning of year ............................      75,853       41,728
                                                            ------       -------
Cash at end of period ................................   $ 140,249    $  57,090
                                                           =======       =======
</TABLE>


Supplemental disclosures of cash flow information:

Interest paid ........................................   $     102    $     603
Income taxes paid ....................................   $  18,762    $   4,330


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
                     TWENTY-SIX WEEKS ENDED AUGUST 26, 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 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 August 26, 2000 and August
     28, 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.


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)
                                              August        February
                                             26, 2000       26, 2000
                                             (amounts in thousands)

          Raw materials                      $  3,689        $  3,171
          Work in process                         548             529
          Finished products                    13,949          17,038
                                               ------          ------
             Total                           $ 18,186        $ 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, 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     Twenty-six weeks ended
                                             August      August       August        August
                                            26, 2000    28, 1999     26, 2000      28, 1999
                                                       (In thousands of dollars)
<S>                                        <C>          <C>          <C>          <C>
Net Sales
---------
Collectible Sports Products ............   $  34,471    $  29,721    $  63,581    $  70,029
Confectionery ..........................      57,221       36,488      109,663       70,375
Entertainment Products .................      50,016       14,182      112,796       24,928
                                           ---------    ---------    ---------    ---------
Total ..................................   $ 141,708    $  80,391    $ 286,040    $ 165,332
                                           =========    =========    =========    =========

Contributed Margin
------------------
Collectible Sports Products ............   $  12,860    $  11,534    $  25,715    $  27,712
Confectionery ..........................      24,187       12,008       41,703       20,617
Entertainment Products .................      29,989        7,168       61,241       12,197
                                           ---------    ---------    ---------    ---------
Total ..................................   $  67,036    $  30,710    $ 128,659    $  60,526
                                           =========    =========    =========    =========


Reconciliation of contributed margin
   to income before provision for
   income taxes:

Total contributed margin ...............   $  67,036    $  30,710    $ 128,659    $  60,526
Unallocated general and administrative
   expenses and manufacturing overhead .     (15,934)     (13,633)     (31,211)     (26,663)
Depreciation & amortization ............        (979)      (1,109)      (1,962)      (2,225)
Other income ...........................         324          557          971          465
                                           ---------    ---------    ---------    ---------
Income from operations .................      50,447       16,525       96,457       32,103
Interest income (expense), net .........       1,106          223        1,917          352
                                           ---------    ---------    ---------    ---------
Income before provision for income taxes   $  51,553    $  16,748    $  98,374    $  32,455
                                           =========    =========    =========    =========
</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. This credit agreement
     replaced the previous  agreement with Chase Manhattan Bank which was set to
     expire on July 6, 2000.  The new  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.  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.



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 August 26, 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 August 26,
2000, and the related condensed  consolidated  statements of operations and cash
flows for the thirteen  and  twenty-six  week periods  ended August 26, 2000 and
August 28,  1999.  These  financial  statements  are the  responsibility  of the
Corporation'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 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  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

September 19, 2000
New York, New York




                                       10

<PAGE>

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


Second Quarter  Fiscal 2001  (thirteen  weeks ended August 26, 2000) compared to
--------------------------------------------------------------------------------
Second Quarter Fiscal 2000 (thirteen weeks ended August 28, 1999)
-----------------------------------------------------------------

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


                                   Thirteen weeks ended   Twenty-six weeks ended
                                    August      August     August        August
                                   26, 2000    28, 1999   26, 2000      28, 1999
                                            (In thousands of dollars)

     Net Sales

     Collectible Sports Products   $ 34,471   $ 29,721    $ 63,581    $ 70,029
     Confectionery .............     57,221     36,488     109,663      70,375
     Entertainment Products ....     50,016     14,182     112,796      24,928
                                   --------   --------    --------    --------
     Total .....................   $141,708   $ 80,391    $286,040    $165,332
                                   ========   ========    ========    ========


Net sales  for the  second  quarter  of fiscal  2001  increased  76.3% to $141.7
million from $80.4 million for the same period last year. This was the result of
increased sales in all three business segments.  Sales were negatively  affected
by  weaker  European  currencies  this  year  than  last  and  would  have  been
approximately   $7  million   higher  had  the  currencies   remained   constant
year-over-year.

Net sales of collectible sports products, which consist of both sports cards and
sports  sticker/album  products,  increased 16.0% to $34.5 million in the second
quarter of fiscal 2001 from $29.7  million in the  comparable  period last year.
Sales  of  football  products  increased  as a result  of  favorable  timing  of
releases,  introduction to Gallery brand and growth of other football  products.
Sales of  baseball  cards  were  also  above  the  prior  year,  while  sales of
basketball  products were below year ago levels  primarily due to changes in the
timing of certain releases.

Net sales of  confectionery  products  increased  56.8% in the second quarter of
this year to $57.2 million from $36.5 million in fiscal 2000. Included in fiscal
2001  sales are $16.2  million  of  Pokemon  confectionery  products.  Excluding
Pokemon  products,   sales  of  core  confectionery  products  increased  12.4%,
primarily  driven by the  further  success of Baby Bottle Pop and growth of Push
Pop in Japan, the U.S. and Canada.

Net sales of entertainment  products,  which consist of entertainment  cards and
sticker/album  products,  increased  to $50.0  million in the second  quarter of
fiscal  2001 from  $14.2  million in fiscal  2000 as a result of the  success of
Pokemon  cards and  sticker/album  products in Europe  and, to a lesser  extent,
product  returns  which were lower than had been  anticipated.  In fiscal  2000,
entertainment product sales consisted primarily of Star Wars products.

Gross profit as a percentage of net sales for the second  quarter of fiscal 2001
increased  to 52.6% as compared  with 46.4% for the same period last year.  This
margin  improvement  was largely the result of the increased mix of  high-margin
entertainment  products and higher reveneues in general,  which provided for the
further leverage of fixed costs.

The decrease in other income to $324,000  this year from  $557,000 last year was
primarily due to the collection of a Mexican VAT receivable last year.

Selling,  general and administrative ("SG&A") expenses decreased as a percentage
of net sales to 17.2% in the second quarter of fiscal 2001 from 26.5% a year ago
as a result of higher  sales.  SG&A dollar  spending  increased to $24.4 million
from $21.3  million due to the Company's  investment in its Internet  initiative
and greater expenditures for advertising and marketing in the U.S. and Canada.


                                       11
<PAGE>

Net interest  income  increased to $1.1 million in fiscal 2001 from  $223,000 in
fiscal 2000 due to the elimination of the Company's loan balance and an increase
in cash on hand.

Net income for the second quarter of fiscal 2001 was $32.0 million, or $0.68 per
fully diluted share,  as compared with $9.9 million,  or $0.21 per fully diluted
share last year.


First Half Fiscal 2001  (twenty-six  weeks ended August 26, 2000) compared to
--------------------------------------------------------------------------------
First Half Fiscal 2000 (twenty-six weeks ended August 28, 1999)
---------------------------------------------------------------

Net sales for the first half of fiscal 2001  increased  73.0% to $286.0  million
from  $165.3  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 were negatively affected
by  weaker  European  currencies  this  year  versus  last and  would  have been
approximately   $12   million   higher   had   currencies    remained   constant
year-over-year.

Net sales of collectible  sports products  decreased 9.2% to 63.6 million in the
first half of fiscal 2001 from $70.0 million 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 baseball cards, hockey cards and Europen soccer
sticker/album  products  were also less this year than last.  Sales of  football
products  increased  year-over-year as a result of favorable timing of releases,
introduction of the Gallery brand and growth of other football products.


Net sales of  confectionery  products  increased 55.8% in the first half of this
year to $109.7  million from $70.4  million in fiscal  2000.  Included in fiscal
2001  sales are $29.2  million  of  Pokemon  confectionery  products.  Excluding
Pokemon  products,   sales  of  core  confectionery  products  increased  14.3%,
primarily  driven by the  further  success of Baby Bottle Pop and growth of Push
Pop in Japan and the U.S.

Net sales of  entertainment  products  increased to $112.8  million in the first
half of fiscal 2001 from $24.9 million in fiscal 2000 largley due to the success
of Pokemon cards and  sticker/album  products in Europe and to a lesser  extent,
product  returns  which were lower than had been  anticipated.  In fiscal  2000,
entertainment product sales consisted primarily of Star War products.

Gross  profit as a  percentage  of net sales for the first  half of fiscal  2001
increased  to 51.4% as compared  with 45.4% 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 real cost  improvements,
particularly in the area of obsolescence.

Other income  increased to $971,000 this year from $465,000 last year  primarily
as a result of a reduction  in foreign  exchange  translation  losses and 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 18.0% in the first half of fiscal  2001 from 26.2% a year ago as
a result of higher sales.  SG&A dollar spending  increased to $51.4 million from
$43.4 million due to greater  expenditures  for advertising  and marketing,  the
Company's  investment in its Internet  initiative,  earlier  recognition  of the
annual  incentive  bonus plan and higher  freight costs in Europe as a result of
the increased sales.

                                       12

<PAGE>

Net interest  income  increased to $1.9 million in fiscal 2001 from  $352,000 in
fiscal 2000 due to the elimination of the Company's loan balance and an increase
in cash on hand.

Net  income for the first half of fiscal  2001 was $61.0  million,  or $1.30 per
fully diluted share, as compared with $19.1 million,  or $0.40 per fully diluted
share last year.


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

On June 26,  2000,  the  Company  entered  into a credit  agreement  with  Chase
Manhattan  Bank and LaSalle Bank  National  Association.  This credit  agreement
replaced  the  previous  agreement  with Chase  Manhattan  Bank which was set to
expire on July 6, 2000. The new 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 August  26,  2000,  the  Company  had
repurchased a total of 2,033,500 shares at an average price of $8.93. During the
second  quarter of fiscal 2001,  the Company  repurchased  550,500  shares at an
average price of $10.70.

As of  August  26,  2000,  the  Company  had  $140.2  million  in cash  and cash
equivalents.

During the first half of fiscal  2001,  the  Company's  net increase in cash and
cash  equivalents  was $64.4  million  versus $15.4 million in the first half of
fiscal 2000.  Cash  provided by operating  activities  in the first half of this
year was $74.5 million  versus $21.6 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 investing  activities  reflects  $1.3
million in  capital  expenditures  in the first  half of fiscal  2001 and fiscal
2000, respectively.  Cash used in financing activities reflects the use of $10.4
million to  repurchase  Company  stock this year  versus  debt  payments of $5.4
million in the first half of last year.

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

                                       13


<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-looking  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  costs  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;  (xii) further significant  decreases in the vitality
of the Company's  Pokemon license;  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.

                                       14

<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. 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 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 seeks  declaratory,  equitable and injunctive  relief and attorneys'
     fees on behalf of a purported  nationwide class of trading card purchasers.
     Plantiff has indicated that he intends to amend his complaint, including an
     amendment to demand compensatory and punitive damages and restitution,  and
     all  parties to the action have  jointly  applied to the  California  State
     Court for an order providing that plantiff shall file an amended  complaint
     on or before October 18, 2000 and that  defendants  shall file an answer or
     other  responsive  pleading  on or before  December  15,  2000.  An adverse
     outcome  in  the  California  Class  Action  could  materially  effect  the
     Company's future plans and results.

                                       15

<PAGE>

     On  February  18,  2000,  the  Company was named as a defedant in an action
     commenced  in  the  Central   District   Court  of   California,   entitled
     Telepresense  Technologies,  LLC vs.  The  Topps  Company,  Inc.  No. SA CV
     00-181.  The Company is one of ten trading card manufacturers who have been
     sued by Telepresense  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  Telepresense  Technologies,  LLC
     lacks  standing  to sue. An adverse  outcome in this case could  materially
     effect the Company's future plans and results.

     In all the above  matters,  the Company's  management  believes that it has
     mentioned 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



































                                       16

<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










October 10, 2000















                                       17