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 30, 2003

                                       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 _.

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

The number of outstanding shares of Common Stock as of October 3, 2003 was
40,529,951.


<PAGE>


                             THE TOPPS COMPANY, INC.
                                AND SUBSIDIARIES



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


ITEM 1. FINANCIAL STATEMENTS

                        Index                                         Page

        Condensed Consolidated Balance Sheets
          as of August 30, 2003 and March 1, 2003                       3

        Condensed Consolidated Statements of Operations
          for the thirteen and twenty-six week period ended
          August 30, 2003 and August 31, 2002                           4

        Condensed Consolidated Statements of Comprehensive
          Income for the thirteen and twenty-six week period
          ended August 30, 2003 and August 31, 2002                     5

        Condensed Consolidated Statements of Cash Flows
          for the twenty-six weeks ended August 30, 2003
          and August 31, 2002                                           6

        Notes to Condensed Consolidated Financial Statements            7

        Report of Independent Public Accountants                       15

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS                                      16

ITEM 3. DISCLOSURES ABOUT MARKET RISK                                  21

ITEM 4. CONTROLS AND PROCEDURES                                        22


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


ITEM 1. LEGAL PROCEEDINGS                                              23

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                               24




                                       2

<PAGE>


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

                                                        (Unaudited)
                                                         August 30,   March 1,
                                                            2003        2003
                                                         ----------   --------
                                                        (amounts in thousands,
                                                          except share data)
   ASSETS
   ------
   CURRENT ASSETS:
      Cash and cash equivalents .........................  $ 93,172   $114,259
      Accounts receivable - net .........................    21,861     25,205
      Inventories .......................................    34,528     28,681
      Income tax receivable .............................       782      2,029
      Deferred tax assets ...............................     3,185      3,267
      Prepaid expenses and other current assets .........    11,076     10,302
                                                            -------    -------
        TOTAL CURRENT ASSETS ............................   164,604    183,743
                                                            -------    -------

   PROPERTY, PLANT & EQUIPMENT ..........................    30,569     28,941
      Less:  accumulated depreciation and amortization ..    16,227     14,335
                                                            -------    -------
        NET PROPERTY, PLANT & EQUIPMENT .................    14,342     14,606
                                                            -------    -------

   GOODWILL .............................................    67,420     48,839

   INTANGIBLE ASSETS, net of accumulated amortization ...    11,756      6,041

   OTHER ASSETS .........................................    10,718      8,399
                                                           --------   --------
           TOTAL ASSETS .................................  $268,840   $261,628
                                                           ========   ========

   LIABILITIES AND STOCKHOLDERS' EQUITY
   ------------------------------------
   CURRENT LIABILITIES:
      Accounts payable ..................................  $  8,007   $  9,074
      Accrued expenses and other liabilities ............    30,732     29,243
      Income taxes payable ..............................     3,616      3,942
                                                            -------    -------
           TOTAL CURRENT LIABILITIES ....................    42,355     42,259

   OTHER LIABILITIES ....................................    23,172     22,601
                                                            -------    -------
        TOTAL LIABILITIES ...............................    65,527     64,860
                                                            -------    -------
   STOCKHOLDERS' EQUITY:
      Preferred stock, par value $.01 per share;
        authorized 10,000,000 shares, none issued ........      --         --
      Common stock, par value $.01 per share;
        authorized 100,000,000 shares; issued 49,244,000
        shares as of August 30, 2003 and March 1, 2003 ...      492        492
      Additional paid-in capital .........................   27,475     27,344
      Treasury stock, 8,730,900 shares and 8,564,000
        shares as of August 30, 2003 and March 1, 2003,
        respectively .....................................  (82,510)   (80,791)
      Retained earnings ..................................  270,040    262,877
      Accumulated other comprehensive loss,
        net of income taxes ..............................  (12,184)   (13,154)
                                                            -------    -------
        TOTAL STOCKHOLDERS' EQUITY                          203,313    196,768
                                                            -------    -------

           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $268,840   $261,628
                                                           ========   ========


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         Twenty-six weeks ended
                                                  August 30,      August 31,     August 30,     August 31,
                                                     2003            2002           2003           2002
                                                  ----------      ----------     ----------     ----------
                                                         (amounts in thousands, except share data)

<S>                                               <C>             <C>            <C>            <C>
Net sales ...................................       $ 72,871        $ 70,009       $148,983       $157,760

Cost of sales ...............................         43,688          44,703         91,459         99,807
                                                     -------         -------        -------        -------
    Gross profit on sales ...................         29,183          25,306         57,524         57,953

Other income (expense) ......................            (74)            288            324            222
                                                     -------         -------        -------        -------
                                                      29,109          25,594         57,848         58,175

Selling, general and administrative expense .         21,551          19,283         45,907         41,199
                                                     -------         -------        -------        -------
    Income from operations ..................          7,558           6,311         11,941         16,976

Interest income, net ........................            450             568          1,484          1,200
                                                     -------         -------        -------        -------
Income before provision for income taxes ....          8,008           6,879         13,425         18,176

Provision for income taxes ..................          2,736           2,187          4,632          6,143
                                                     -------         -------        -------        -------
        Net income ..........................       $  5,272        $  4,692       $  8,793       $ 12,033
                                                     =======         =======        =======        =======


Net income per share - basic ................       $   0.13        $   0.11       $   0.22       $   0.29
                     - diluted ..............           0.13            0.11           0.21           0.28


Weighted average shares outstanding - basic .     40,605,000      41,622,000     40,650,000     41,811,000
                                    - diluted     41,386,000      42,466,000     41,433,000     42,717,000
</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





                                                   (Unaudited)
                                  Thirteen weeks ended    Twenty-six weeks ended
                                 August 30,  August 31,   August 30,  August 31,
                                    2003        2002         2003        2002
                                 ---------   ---------    ---------   ---------
                                             (amounts in thousands)

Net income                       $ 5,272     $ 4,692      $ 8,793     $12,033

Currency translation adjustment   (1,340)      1,466          970       2,325
                                 -------     -------      -------     -------
Comprehensive income             $ 3,932     $ 6,158      $ 9,763     $14,358
                                 =======     =======      =======     =======


































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 30,  August 31,
                                                                   2003        2002
                                                                ----------   ---------
                                                                (amounts in thousands)
<S>                                                             <C>          <C>
Cash flows from operating activities:
   Net income ...............................................   $   8,793    $  12,033
   Add/(subtract) non-cash items included in net income:
      Depreciation and amortization .........................       2,844        2,433
      Deferred income taxes .................................          83        1,254

   Change in operating assets and liabilities:
      Accounts receivable ...................................       6,239          513
      Inventories ...........................................      (2,573)      (5,442)
      Income tax receivable .................................         921        2,241
      Prepaid expenses and other current assets .............        (433)       1,014
      Payables and other current liabilities ................      (5,624)      (5,542)
      Other assets and liabilities ..........................         566       (3,626)
                                                                   -------      -------
        Cash provided by operating activities ...............      10,816        4,878
                                                                   -------      -------
Cash flows from investing activities:
   Acquisition of business, net of cash acquired                  (27,923)         --
   Additions to property, plant and equipment ...............      (1,063)      (1,894)
                                                                  --------      -------
        Cash used in investing activities ...................     (28,986)      (1,894)
                                                                  --------      -------
Cash flows from financing activities:
   Dividend paid to shareholders ............................      (1,631)        --
   Purchase of treasury stock and exercise of stock options .      (1,591)      (8,098)
                                                                  --------      -------
        Cash used in financing activities ...................      (3,222)      (8,098)
                                                                  --------      -------

Effect of exchange rates on cash and cash equivalents .......         305        2,541
Net decrease in cash and cash equivalents ...................   $ (21,087)   $  (2,573)
                                                                ==========   ==========

Cash and cash equivalents at beginning of period ............   $ 114,259    $ 121,057
Cash and cash equivalents at end period .....................   $  93,172    $ 118,484

Supplemental disclosure of cash flow information:
  Interest paid .............................................   $      70    $      36
  Income taxes paid .........................................   $   3,718    $   6,875

</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
                     TWENTY-SIX WEEKS ENDED AUGUST 30, 2003


1.   Summary of Significant Accounting Policies

     Basis  of  Presentation:   The  accompanying  unaudited  condensed  interim
     consolidated  financial statements have been prepared by The Topps Company,
     Inc.  and its  subsidiaries  (the  "Company")  pursuant  to the  rules  and
     regulations  of the  Securities  and  Exchange  Commission  and reflect all
     adjustments which are, in the opinion of management,  considered  necessary
     for a fair presentation.  Operating results for the thirteen and twenty-six
     week periods ended August 30, 2003 and August 31, 2002 are not  necessarily
     indicative  of the results that may be expected  for the year.  For further
     information  refer  to the  consolidated  financial  statements  and  notes
     thereto in the Company's annual report for the year ended March 1, 2003.

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


                         (In thousands of dollars, except per share data)

                                   For the thirteen weeks ended

                            August 30, 2003             August 31, 2002
                        -----------------------    -----------------------
                        As reported   Pro forma    As reported   Pro forma
                        -----------------------    -----------------------
     Net income           $ 5,272      $ 4,923        $ 4,692     $ 4,355
     ------------------------------------------    -----------------------
     Earnings per share
       basic              $  0.13      $  0.12        $  0.11     $  0.10
       diluted            $  0.13      $  0.12        $  0.11     $  0.10
     ------------------------------------------    -----------------------


                                 For the twenty-six weeks ended
                            August 30, 2003             August 31, 2002
                        -----------------------    -----------------------
                        As reported   Pro forma    As reported   Pro forma
                        -----------------------    -----------------------

      Net income           $ 8,793      $ 8,244        $12,033    $11,358
      -----------------------------------------    -----------------------
      Earnings per share
        basic              $  0.22      $  0.20        $  0.29    $  0.27
        diluted            $  0.21      $  0.20        $  0.28    $  0.27
      ------------------------------------------   -----------------------



     Options  typically  vest  over a  three-year  period.  In  determining  the
     preceding  pro forma  amounts under SFAS 123, the fair value of each option
     grant  is  estimated  as of the  date  of  grant  using  the  Black-Scholes
     option-pricing  model  with the  following  assumptions:  $0.16  per  share
     dividend on fiscal 2004 options,  but no dividend in fiscal 2003 and fiscal
     2002; risk free interest rate,  estimated  volatility and expected life, as
     follows:  fiscal  2004  options - 4.4%,  38% and 6.5  years,  respectively;
     fiscal 2003 options - 4.5%,  35% and 6.5 years,  respectively;  fiscal 2002
     options - 5.7%, 59% and 6.7 years,  respectively.  There was no stock-based
     employee  compensation  in any  year,  so no  adjustment  to net  income is
     required to the proforma effects.



                                       7

<PAGE>

2.   Quarterly Comparison

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

3.   Accounts Receivable

                                              (Unaudited)
                                               August 30,         March 1,
                                                  2003              2003
                                                  (amounts in thousands)

        Gross receivables                       $ 39,634          $ 43,250
        Reserve for returns                      (15,261)          (16,443)
        Reserve for discounts and bad debt        (2,512)           (1,602)
                                                --------         ---------
           Net                                  $ 21,861          $ 25,205
                                                ========          ========


4.   Inventories

                                              (Unaudited)
                                               August 30,         March 1,
                                                  2003              2003
                                                  (amounts in thousands)

         Raw materials                          $  6,509          $  6,162
         Work in process                           2,500             2,229
         Finished products                        25,519            20,290
                                                --------          --------
            Total net of reserves               $ 34,528          $ 28,681
                                                ========          ========


5.   Segment Information

     Following is the breakdown of industry segments as required by SFAS No. 131
     "Disclosures About Segments of an Enterprise and Related  Information." The
     Company  has  two   reportable   business   segments:   Confectionery   and
     Entertainment.

     The  Confectionery  segment  consists  of a variety  of  lollipop  products
     including  Ring Pop,  Push Pop and Baby Bottle Pop, the Bazooka  bubble gum
     line and licensed confections including Pokemon and Yu-Gi-Oh! products.

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

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


                                       8


<PAGE>


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



                                  Thirteen weeks ended    Twenty-six weeks ended
                                 August 30,  August 31,   August 30,  August 31,
                                    2003        2002         2003        2002
                                 ---------   ---------    ---------   ---------
                                             (amounts in thousands)
     Net Sales
     ---------
     Confectionery ............  $ 41,752    $ 42,258     $ 87,341    $ 85,350
     Entertainment ............    31,119      27,751       61,642      72,410
                                 --------    --------     --------    --------
         Total ................  $ 72,871    $ 70,009     $148,983    $157,760
                                 ========    ========     ========    ========

     Contributed Margin
     ------------------
     Confectionery ............  $ 15,471    $ 15,126     $ 29,240    $ 31,158
     Entertainment ............    10,296       7,492       17,419      19,095
                                 --------    --------     --------    --------
         Total ................  $ 25,767    $ 22,618     $ 46,659    $ 50,253
                                 ========    ========     ========    ========



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

   Total contributed margin      $ 25,767    $ 22,618      $ 46,659   $ 50,253
   Unallocated general and
     administrative expenses
     and manufacturing overhead   (16,570)    (15,322)      (32,198)   (31,066)
   Depreciation and amortization   (1,565)     (1,273)       (2,844)    (2,433)
   Other income (expense)             (74)        288           324        222
                                   ------      ------        ------     ------
   Income from operations           7,558       6,311        11,941     16,976
   Interest income, net               450         568         1,484      1,200
                                   ------      ------        ------     ------
   Income before provision for
     income taxes                $  8,008    $  6,879      $ 13,425   $ 18,176
                                 ========    ========      ========   ========

6.   Dividends

     On June 26,  2003,  the  Board  of  Directors  of the  Company  declared  a
     quarterly  cash  dividend of $0.04 per share,  payable on August 1, 2003 to
     shareholders  of record on July 18, 2003. On October 8, 2003,  the Board of
     Directors of the Company  declared a quarterly  cash  dividend of $0.04 per
     share, payable on October 31, 2003 to shareholders of record on October 17,
     2003.


                                       9

<PAGE>


7.   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 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. On
     June 1, 2002,  the credit  agreement was amended to provide for an increase
     in the number of shares of Topps common stock  permitted to be repurchased,
     and on  October  8, 2003 the  credit  agreement  was  amended to permit the
     payment of dividends.


8.   Reclassifications

     Effective  March 3, 2002,  the  Company  adopted  the EITF Issue No.  00-14
     "Accounting for Sales  Incentives"  which requires  certain trade promotion
     expenses,  such as slotting  fees, to be presented as a reduction in sales.
     As a result,  trade promotion  expenses for the thirteen weeks ended August
     30, 2003 and August 31, 2002 of $1,045,000 and $868,000,  respectively, and
     for the  twenty-six  weeks  ended  August 30,  2003 and August 31,  2002 of
     $1,452,000 and $1,666,000,  respectively, have been reported as a reduction
     of net sales rather than as marketing expense. These changes did not impact
     reported earnings in either period.


9.   Goodwill and Intangible Assets

     On March 3, 2002, the Company adopted SFAS 141 "Business  Combinations" and
     SFAS 142 "Goodwill and Other  Intangible  Assets" which require the Company
     to  prospectively  cease  amortization  of  goodwill  and  instead  conduct
     periodic tests of goodwill for impairment.

     SFAS 142 prescribes an annual two-phase  process for impairment  testing of
     goodwill. The first phase, completed this year on May 31, 2003, screens for
     impairment; while the second phase (if necessary), required to be completed
     by the end of the fiscal  year,  measures the  impairment.  The Company has
     completed  the first phase and  concluded  that no  impairment  of goodwill
     exists. Therefore, completion of phase two is not necessary.

     Goodwill and other  intangibles were acquired in the acquisition of WizKids
     in 2003  (see Note 11),  in the  amounts  of  $18,580,077  and  $6,200,000,
     respectively.



                                       10

<PAGE>


     Intangible  assets  consisted  of the  following  as of August 30, 2003 and
     March 1, 2003:

<TABLE>
<CAPTION>
                                                         (amounts in thousands)
                                         August 30, 2003          '             March 1, 2003
                                           (Unaudited)            '
                                 Gross                            '   Gross
                                Carrying   Accumulated            '  Carrying   Accumulated
                                  Value    Amortization     Net   '    Value    Amortization     Net
                                ----------------------------------------------------------------------
<S>  <C>                         <C>         <C>         <C>          <C>         <C>         <C>
     Licenses & Contracts ....   $21,879     $17,032     $ 4,847  '   $21,879     $16,594     $ 5,285
     Intellectual Property ...    18,784      12,702       6,082  '    12,584      12,473         111
     Software & Other ........     2,953       2,665         288  '     2,953       2,602         351
     Min. Pension Liability ..       539          --         539  '       294          --         294
                                 -------     -------     -------  '   -------     -------     -------
        Total Intangibles ....   $44,155     $32,399     $11,756  '   $37,710     $31,669     $ 6,041
                                 =======     =======     =======  '   =======     =======     =======

</TABLE>



     Over the next five years the Company  estimates annual  amortization of the
     intangible assets detailed above to be as follows:

                        Fiscal Year              Amount
                        -----------              ------
                                             (in thousands)

                           2004                  $ 1,727
                           2005                  $ 1,859
                           2006                  $ 1,859
                           2007                  $ 1,781
                           2008                  $ 1,703


     In addition to the  amortization  of  intangibles  listed  above,  reported
     amortization  expense,  which was  $894,000 for the six months ended August
     30, 2003,  included  amortization  of deferred  financing fees and deferred
     compensation costs.


10.  Legal Proceedings

     In  November  2000,  the  Commission  of  the  European  Communities  ("the
     Commission")   began  an   investigation   into  whether   Topps   Europe's
     distribution  arrangements  for its licensed  products comply with European
     law ("the EU investigation").  The Commission was seeking information as to
     whether  Topps  Europe has  engaged in the  prevention  of  parallel  trade
     between the member states of the European  Union and/or  European  Economic
     Area, in  infringement  of Article 81 of the EC Treaty and/or Article 54 of
     the EEA Treaty.  Topps Europe filed a response to the Commission's  inquiry
     on November 29, 2000, and provided further information to the Commission on
     February 2, 2001,  pursuant to its request.  The  Commission  continued its
     investigation  by submitting new requests for documents and  information in
     early 2003. On June 17, 2003, the Commission  took the first formal step in
     the investigation and filed a Statement of Objections,  therein coming to a
     preliminary  conclusion that Topps and its European subsidiaries  infringed
     Article 81 of the EC treaty  during 2000.  Topps and Topps Europe have each
     formally responded to the Statement of Objections and a hearing in front of
     the European  Commission Tribunal is scheduled for October 23, 2003. If the
     Commission  were to levy a fine  that is  ultimately  upheld,  it  could be
     substantial.  The maximum  amount of the fine that could be levied  against
     Topps and Topps Europe is 10% of annual revenues.



                                       11


<PAGE>

     On  February  17,  2000,  Telepresence,  Inc.  sued  Topps  and nine  other
     manufacturers  of trading cards (the  "Defendants") in the Federal District
     Court for the  Central  District of  California  for  infringement  of U.S.
     Patent  No.  5,803,501  which was  issued on  September  8, 1998  ("the 501
     Patent").  In its suit,  Telepresence  contended that the patent covers all
     types of "relic" cards that contain an authentic piece of equipment,  i.e.,
     a sporting  implement or jersey.  Topps received an opinion of counsel that
     its relic cards did not infringe the 501 Patent.  After initial  discovery,
     on November 15, 2000 the Defendants  jointly moved for summary judgement on
     the  grounds  that the named  Plaintiff  (Telepresence,  Inc.) did not have
     standing to sue for infringement of the 501 Patent.  The motion was granted
     and the  Telepresence  litigation was dismissed with prejudice on March 28,
     2001.

     After the dismissal,  the 501 Patent was assigned to a company called Media
     Technologies,  Inc.  Media  Technologies  is under the  control of the same
     person (the  inventor,  Adrian  Gluck) who  orchestrated  the  Telepresence
     action. On November 19, 2001, Media  Technologies sued essentially the same
     group of defendants in the same court for  infringement  of the 501 Patent.
     On March 13, 2002, the Defendants again moved for summary judgment based on
     the fact that the  Telepresence  action was dismissed with prejudice.  That
     motion  was  granted by the  District  Court on April 22,  2002.  Plaintiff
     (Media  Technologies,  Inc.)  appealed on May 2, 2002. The Court of Appeals
     for the Federal  Circuit  reversed the  judgment on July 11, 2003,  and the
     case  has been  returned  to  Judge  Stotler  in the  Central  District  of
     California for trial.

     Discovery in the case commenced September 29, 2003. A scheduling conference
     will be held  before  Judge  Stotler on October  20, 2003 at which time the
     pretrial schedule will be decided. The parties have agreed to have an early
     claim  construction  hearing to be  followed  by the filing of  dispositive
     motions.  If the motions are denied, a trial could take place in late 2004,
     depending on the court's  schedule.  An adverse  outcome in the  litigation
     could result in a substantial liability for the Company.

     The Company is a defendant in several other civil actions.  In management's
     opinion,  after  consultation with legal counsel,  these other actions will
     not have a material adverse effect on the Company's  financial condition or
     results of operations.


11.  Acquisition of Wizkids, LLC

     On July 9, 2003, the Company acquired  Wizkids,  LLC ("WizKids") for a cash
     purchase  price of  approximately  $29.5 million.  WizKids,  a designer and
     marketer of  collectible  strategy  games,  is  headquartered  in Bellevue,
     Washington,  and  generated  net  revenues  in  2002 of  approximately  $33
     million,  principally in the U.S. The  acquisition  was accounted for using
     the purchase method of accounting. The financial statements of WizKids have
     been consolidated into the financial statements of the Company,  subsequent
     to its date of  acquisition,  and an  8-K/A  including  proforma  financial
     information  has been filed.  The allocation of the purchase price has been
     reflected in the financial statements contained herein.

     The total consideration payable by the Company to the WizKids' shareholders
     will be  comprised  of $29.5  million in cash,  offset by a purchase  price
     adjustment,  if any,  as  defined,  based on the level of  WizKids  working
     capital at the Closing.  The working capital  adjustment will be the amount
     by which net working  capital at the  Closing is greater  than or less than
     the required $3,700,000 benchmark level. $26,284,469 was paid at Closing to
     the shareholders of WizKids based on a preliminary negative working capital
     adjustment  of  $1,215,531.  Additionally,  the purchase  price  allocation
     includes $6.2 million for trademarks for certain WizKids  products which is
     being amortized over a useful life of 6 years.



                                       12

<PAGE>

     The Company entered into an employment  agreement with Jordan Weisman,  the
     majority shareholder and founder of WizKids, for a forty-eight month period
     following the Closing. As part of this employment agreement,  $2 million of
     the  consideration  paid to Mr. Weisman is being  accounted for as deferred
     compensation expense and is being amortized over four years. If Mr. Weisman
     does  not  remain  as a Topps  employee  for the  full  four  years  of the
     agreement,  he will be required to pay the  Company  the  remainder  of the
     unamortized  balance of the deferred  compensation  received at the date of
     the  acquisition.  As an additional part of his employment  agreement,  Mr.
     Weisman  is  entitled  to  additional   contingent   payments   during  the
     forty-eight months subsequent to the closing equal to 2% of WizKids' annual
     net  revenue in excess of $35  million,  assuming  that  certain  operating
     margin  targets  are met. In  addition,  Mr.  Weisman  was granted  165,000
     options to acquire the Company's  common stock,  which were granted at fair
     market value on the date of grant and are vested over a four-year period.

     The following table sets forth the components of the purchase price:


        Total consideration                             $29,500,000
        Less: preliminary working capital adjustment     (1,215,531)
              deferred compensation agreement            (2,000,000)
        Add : Purchase of license                         1,291,130
              Estimated transaction costs                   700,000
                                                        -----------
         Total purchase price                           $28,275,599
                                                        ===========


     The following  table provides the  preliminary  estimated fair value of the
     acquired  assets and  liabilities  assumed based upon WizKids' July 9, 2003
     balance sheet:


         Current assets                                 $ 8,241,851
         Property and equipment                             564,743
         Other assets                                       115,000
         Liabilities assumed, current                    (5,426,072)
                                                         -----------
         Fair value of assets acquired                    3,495,522

         Intangible assets                                6,200,000
         Goodwill                                        18,580,077
                                                         ----------
         Total estimated fair value of net
           assets acquired and estimated goodwill       $28,275,599
                                                         ==========

     The results of  operations  for the  thirteen  and  twenty-six  weeks ended
     August 30, 2003 include  revenue,  income from operations and income before
     income taxes of $4,932,000, $695,000 and $699,000, respectively, related to
     the Wizkids acquisition.



                                       13

<PAGE>

12.  Recently Issued Accounting Pronouncements

     In April 2003,  SFAS No. 149,  "Amendment  of Statement  133 on  Derivative
     Financial  Instruments and Hedging Activities," was issued and is effective
     for  contracts  entered  into or modified  after June 30,  2003,  except as
     stated below and for hedging relationships  designated after June 30, 2003.
     The changes in this Statement improve financial reporting by requiring that
     contracts with comparable  characteristics  be accounted for similarly.  In
     particular,  this  Statement  (1)  clarifies  under  what  circumstances  a
     contract  with an initial  net  investment  meets the  characteristic  of a
     derivative discussed in paragraph 6(b) of Statement 133, (2) clarifies when
     a derivative contains a financing  component,  (3) amends the definition of
     an   underlying   guarantee  to  conform  it  to  language   used  in  FASB
     Interpretation No. 45, "Guarantor's  Accounting and Disclosure Requirements
     for Guarantees,  Including  Indirect  Guarantees of Indebtedness of Others"
     and (4) amends  certain other existing  pronouncements.  This Statement did
     not  have a  material  effect  on the  Company's  consolidated  results  of
     operations or financial position.

     In May 2003, SFAS No. 150,  "Accounting for Certain  Financial  Instruments
     with  Characteristics  of both  Liabilities  and Equity," was issued and is
     effective for financial  instruments entered into or modified after May 31,
     2003,  and  otherwise is effective  at the  beginning of the first  interim
     period  beginning  after June 15,  2003,  except for  mandatory  redeemable
     financial  instruments of nonpublic  entities.  This Statement  establishes
     standards  for how an issuer  classifies  and  measures  certain  financial
     instruments  with  characteristics  of  both  liabilities  and  equity.  It
     requires that an issuer classify a financial  instrument that is within its
     scope as a  liability  (or an asset in some  circumstances).  Many of those
     instruments  were previously  classified as equity.  This Statement did not
     have a material effect on the Company's  consolidated results of operations
     or financial position.

     In January of 2003, FASB  Interpretation  No. (FIN) 46,  "Consolidation  of
     Variable  Interest  Entities and  Interpretation of ARB No. 51," was issued
     and applies immediately to variable interest entities created after January
     31, 2003, and to variable interest entities in which an enterprise  obtains
     an interest after that date. It applies in the first fiscal year or interim
     period beginning after June 15, 2003 to variable interest entities in which
     an enterprise holds a variable interest that it acquired before February 1,
     2003.  This  Interpretation  clarifies  the  application  of  ARB  No.  51,
     Consolidated  Financial  Statements,  to certain  entities in which  equity
     investors  do not  have  the  characteristics  of a  controlling  financial
     interest or do not have sufficient equity at risk for the entity to finance
     its activities without additional subordinated financial support from other
     parties.  This  Statement  did not have a material  effect on The Company's
     consolidated results of operations or financial position.



                                       14


<PAGE>


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


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


We have reviewed the accompanying  condensed  consolidated  balance sheet of The
Topps Company,  Inc. and subsidiaries (the "Company") as of August 30, 2003, and
the related  condensed  consolidated  statements of operations and comprehensive
income for the thriteen and  twenty-six  week periods  ended August 30, 2003 and
August 31, 2002 and of cashflows for the twenty-six  weeks ended August 30, 2003
and August 31, 2002. These financial  statements are the  responsibility  of the
Company's management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial information consists principally of applying analytical procedures and
making inquiries of persons responsible for financial and accounting matters. It
is  substantially  less in scope  than an audit  conducted  in  accordance  with
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 reviews, we are not aware of any material modifications that should
be made to such condensed  consolidated  financial  statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United States of America,  the consolidated balance sheet of the
Company  as of  March  1,  2003,  and the  related  consolidated  statements  of
operations,  stockholders'  equity,  and cash flows for the year then ended (not
presented  herein);  and in our report  dated  April 4, 2003,  we  expressed  an
unqualified  opinion (and included an explanatory  paragraph with respect to the
adoption of the  non-amortization  provisions for goodwill and other  indefinite
lived intangible  assets,  as discussed in Note 6 to the consolidated  financial
statements) on those  consolidated  financial  statements.  In our opinion,  the
information set forth in the accompanying  condensed  consolidated balance sheet
as of March 1, 2003 is fairly stated, in all material  respects,  in relation to
the consolidated balance sheet from which it has been derived.




DELOITTE & TOUCHE LLP


SIGNATURE

October 13, 2003
New York, New York



                                       15


<PAGE>

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


Second Quarter Fiscal Year 2004 (thirteen weeks ended August 30, 2003) versus
Second Quarter Fiscal Year 2003 (thirteen weeks ended August 31, 2002)
-----------------------------------------------------------------------------

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

                           Thirteen weeks ended      Twenty-six weeks ended
                          August 30,   August 31,    August 30,   August 31,
                            2003          2002         2003          2002
                                      (In thousands of dollars)
        Net Sales
        ---------
        Confectionery     $ 41,752     $ 42,258        $ 87,341     $ 85,350
        Entertainment       31,119       27,751          61,642       72,410
                          --------     --------        --------     --------
           Total          $ 72,871     $ 70,009        $148,983     $157,760
                          ========     ========        ========     ========


Net sales for the second quarter of fiscal 2004 increased $2.9 million, or 4.1%,
to $72.9  million  from $70.0  million for the same  period last year.  Stronger
foreign  currencies  versus the dollar  increased  sales by $1.6 million in this
year's second quarter.

Net sales of confectionery  products,  which include,  among other things,  Ring
Pop,  Push Pop,  Baby Bottle Pop,  Bazooka  brand bubble gum and licensed  candy
products, decreased $506,000 or 1.2% in the second quarter of this year to $41.8
million from $42.3 million in fiscal 2003. Lower sales were primarily the result
of weakness domestically, particularly at warehouse club outlets. However, sales
of recently-introduced Juicy Drop Pop and Bottle Pop with Candy Juice as well as
higher sales of licensed confections helped offset the bulk of these declines.

Net sales of entertainment  products,  which consist of picture cards, stickers,
albums and the WizKids line of strategy games,  increased $3.4 million, or 12.1%
to $31.1 million in the second  quarter of fiscal 2004 from $27.8 million in the
same period last year.  This increase was the result of the WizKids  acquisition
which added $4.9 million in sales.  Additionally,  sales of non-sport publishing
products were above last year, driven by Yu-Gi-Oh!  sticker albums in Europe and
the introduction of Garbage Pail Kids domestically.  Sales of traditional sports
cards and Internet products decreased in the quarter versus last year.

Gross  profit as a  percentage  of net sales of 40.0% in the  second  quarter of
fiscal  2004 was better than last year's  36.1% due to strong  foreign  exchange
rates and the introduction of higher-margin products in Europe. In addition,
second quarter gross margins benefited from a reduction in overhead costs at the
Scranton, PA manufacturing facility.

Other income (expense) was a $74,000 expense this year versus $288,000 in income
last year due to the unfavorable  impact of foreign  exchange rates on non-local
currency cash balances held outside the U.S.

SG&A as a percentage of net sales was 29.6% in the second quarter of fiscal 2004
versus 27.5% a year ago,  and SG&A dollar  spending  increased to $21.6  million
from $19.3  million.  The dollar  increase was largely the result of the WizKids
acquisition,   which  added  $1.4  million  in  overhead  and  $0.3  million  in
amortization  costs,  as well as  increased  costs in Europe  caused by stronger
currencies and higher legal costs.

Interest  income,  net, of $450,000 in the quarter  this year was below year ago
levels due to lower  interest  rates and reduced  cash  balances  following  the
WizKids acquisition.

The effective tax rate reflects  provisions for federal,  state and local income
taxes in accordance with statutory  income tax rates. The Company's tax rate was
34.2% in the second quarter this year and 31.8% last year.

Net income for the second quarter of fiscal 2004 was $5.3 million,  or $0.13 per
diluted share, compared with $4.7 million, or $0.11 per diluted share last year.



                                       16


<PAGE>

First Half Fiscal 2004 (twenty-six weeks ended August 30, 2003) compared to
First Half Fiscal 2003 (twenty-six weeks ended August 31, 2002)
---------------------------------------------------------------------------

Net sales in the first half of fiscal 2004 decreased $ 8.8 million,  or 5.6%, to
$149.0  million  from $157.8  million  for the same  period last year.  Stronger
foreign  currencies  versus the dollar served to increase  sales by $4.6 million
this year.

Net sales of  confectionery  products  increased $ 2.0 million,  or 2.3%, in the
first  half  this year to $87.3  million  from  $85.4  million  in fiscal  2003,
primarily  as the result of the  introduction  of Juicy Drop Pop and Baby Bottle
Pop  with  Candy  Juice  as  well as  higher  sales  of  Pokemon  and  Yu-Gi-Oh!
confectionery products in Europe.

Net sales of entertainment  products  decreased $10.8 million,  or 14.9%, in the
first half of this year to $61.6 million from $72.4 million,  despite the impact
of the  WizKids  acquisition  which  added  $4.9  million to sales in the second
quarter.  The decrease was  primarily  the result of lower sales of  traditional
sports cards in the U.S. and the absence of products  associated  with World Cup
soccer in Europe.

Gross  profit as a  percentage  of net sales for the first  half of fiscal  2004
increased  to 38.8% as compared  with 36.7% for the same period last year.  This
improvement  was  the  result  of  lower  royalty  expense  due to  the  reduced
percentage of entertainment versus confectionery  products this year, as well as
to  favorable  foreign  exchange  rates and the  introduction  of  higher-margin
products in Europe this year.

Other income was $324,000  this year versus  $222,000  last year  primarily as a
result of a shift of mark-to-market adjustments on foreign currency contracts to
revenue and cost of goods sold this year, where there is a better match with the
items being hedged, from the other income (expense) line last year.

SG&A  expenses  were $45.9 million for the first half of fiscal 2004 compared to
$41.2 million in 2003. The acquisition of WizKids added $1.4 million in overhead
and  $0.3  million  in  amortization  costs.  In  addition,   stronger  European
currencies,  higher legal  expenses,  increased  marketing  associated  with new
product  introductions and media activity in the U.S. and Europe  contributed to
greater costs this year.

Interest  income,  net, for the twenty-six week period increased to $1.5 million
in fiscal 2004 from $1.2 million in fiscal 2003 due to interest  from the IRS on
a tax refund received in the first quarter of this year.

The tax rate through the twenty-six  week period of fiscal 2004 was 34.5% versus
33.8% for the same period last year.

Net  income in the  first  half of fiscal  2004 was $8.8  million,  or $0.21 per
diluted  share,  compared  with $12.0  million,  or $0.28 per diluted share last
year.



                                       17


<PAGE>

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

At August 30, 2003, the Company had $93.2 million in cash and cash equivalents.

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.  On June 1, 2002, the credit agreement was amended
to  provide  for an  increase  in the  number of shares  of Topps  common  stock
permitted to be  repurchased,  and on October 8, 2003 the credit  agreement  was
amended to permit the payment of dividends.  There was no debt outstanding as of
August 30, 2003.

In October 1999, the Board of Directors authorized the Company to purchase up to
5  million  shares  of its  stock.  In  October  2001,  purchases  against  this
authorization were completed, and the Board of Directors authorized the purchase
of up to an additional 5 million  shares of stock.  During the second quarter of
fiscal 2004, the Company  purchased 255,600 shares at an average price per share
of $8.60.  The Company has  repurchased a total of 1.9 million  shares under the
second authorization.

In the quarter  ended August 30, 2003,  the  Company's  net decrease in cash and
cash  equivalents  was $21.1  million  versus a decrease of $2.6  million in the
comparable  period of fiscal 2003.  Cash provided by operating  activities  this
year was $10.8 million versus $4.9 million last year, largely due to a reduction
in receivables this year from the collection of sales of seasonal  products made
on extended terms. Additionally,  the first half of fiscal 2003 included pension
plan funding which was not a factor in fiscal 2004.

Cash used in investing activities of $29.0 million this year versus $1.9 million
last year,  reflects  the $27.9  million  purchase of WizKids in the period this
year. Outside of the WizKids acquisition,  the cash use in both periods reflects
the Company's capital spending.

Cash used in financing  activities  reflects the $1.6 million cash  dividend and
$1.6  million of net treasury  stock  purchases  this year,  versus net treasury
stock purchases of $8.1 million in fiscal 2003.


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) the Company's  inability to produce  timely,  or at
all, certain new planned confectionery products; (iii) quarterly fluctuations in
results;  (iv) the Company's loss of important licensing  arrangements;  (v) the
failure of etopps,  the Company's  on-line trading card  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



                                       18

<PAGE>

customers or distributors;  (viii) further prolonged and material contraction in
the trading card industry as a whole;  (ix)  excessive  returns of the Company's
products;  (x) civil unrest,  currency  devaluation,  health-related  issues, or
political  upheaval in certain foreign  countries in which the Company  conducts
business; (xi) an adverse outcome in the EU investigation, and (xii) the failure
of certain new products being  introduced by WizKids to achieve  expected levels
of success 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.

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

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

On an on-going basis,  Topps  management  evaluates its estimates and judgments,
including those related to revenue recognition,  goodwill and intangible assets,
and reserves,  based on historical  experience and on various other factors that
are believed to be reasonable under the circumstances. Actual results may differ
from  these  estimates.  Note 1 to  the  Company's  Annual  Report  "Summary  of
Significant  Accounting Policies" summarizes each of its significant  accounting
policies.   Additionally,  Topps  management  believes  the  following  critical
accounting  policies,  among others,  affect its more significant  judgments and
estimates used in the preparation of its consolidated financial statements:

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

Intangible Assets:
-----------------
Intangible assets include trademarks and the value of sports,  entertainment and
proprietary  product rights.  Amortization is by the  straight-line  method over
estimated lives of up to twenty years.  Management  evaluates the recoverability
of intangible assets under the provisions of SFAS 144, using several  approaches
including  market  multiples and  undiscounted  projections of future cash flows
attributable to the individual assets.

Estimates:
---------
The preparation of financial  statements in conformity  with generally  accepted
accounting   principles   requires  Topps   management  to  make  estimates  and
assumptions which affect the reporting of assets and liabilities as of the dates
of the  financial  statements  and revenues and  expenses  during the  reporting
period.  These  estimates  primarily  relate to the provision for sales returns,
allowance for doubtful  accounts,  inventory  obsolescence and asset valuations.
Actual results could differ from these estimates.




                                       19

<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 14, 2003


                                       20


<PAGE>


ITEM 3. DISCLOSURES ABOUT MARKET RISK

The Company's  exposure to market risk  associated with activities in derivative
financial  instruments  (e.g.,  hedging  or  currency  swap  agreements),  other
financial  instruments and derivative  commodity  instruments is confined to the
impact of  mark-to-market  changes in foreign  currency  rates on the  Company's
forward contracts and options.  The Company has no debt outstanding and does not
engage in any commodity-related derivative transactions.  As of August 30, 2003,
the Company had contracts and options which were entered into for the purpose of
hedging forecasted  receipts and disbursements in various foreign currencies and
which,  primarily  due to the  weakening  of the  U.S.  dollar,  resulted  in an
unfavorable mark-to-market adjustment in the quarter.






























                                       21

<PAGE>


ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

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

(b) Changes in internal controls.

There have not been any changes in our internal control over financial reporting
(as such term is defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange
Act) during the fiscal quarter to which this report relates that have materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.

































                                       22


<PAGE>

                                    PART II

ITEM 1. LEGAL PROCEEDINGS

In November 2000, the Commission of the European  Communities ("the Commission")
began an investigation into whether Topps Europe's distribution arrangements for
its licensed  products  comply with European law ("the EU  investigation").  The
Commission was seeking information as to whether Topps Europe has engaged in the
prevention of parallel  trade  between the member  states of the European  Union
and/or  European  Economic Area, in  infringement of Article 81 of the EC Treaty
and/or  Article 54 of the EEA  Treaty.  Topps  Europe  filed a  response  to the
Commission's  inquiry on November 29, 2000, and provided further  information to
the  Commission  on February 2, 2001,  pursuant to its request.  The  Commission
continued  its  investigation  by  submitting  new  requests for  documents  and
information  in early 2003.  On June 17,  2003,  the  Commission  took the first
formal step in the  investigation  and filed a Statement of Objections,  therein
coming to a  preliminary  conclusion  that Topps and its  European  subsidiaries
infringed  Article 81 of the EC treaty during 2000.  Topps and Topps Europe have
each formally responded to the Statement of Objections and a hearing in front of
the  European  Commission  Tribunal is scheduled  for October 23,  2003.  If the
Commission  were  to  levy a  fine  that  is  ultimately  upheld,  it  could  be
substantial.  The maximum  amount of the fine that could be levied against Topps
and Topps Europe is 10% of annual revenues.

On February 17, 2000, Telepresence, Inc. sued Topps and nine other manufacturers
of trading  cards  (the  "Defendants")  in the  Federal  District  Court for the
Central  District of California for  infringement of U.S.  Patent No.  5,803,501
which  was  issued  on  September  8,  1998  ("the  501  Patent").  In its suit,
Telepresence  contended  that the patent  covers all types of "relic" cards that
contain an authentic piece of equipment,  i.e., a sporting  implement or jersey.
Topps  received an opinion of counsel  that its relic cards did not infringe the
501 Patent. After initial discovery, on November 15, 2000 the Defendants jointly
moved  for  summary   judgement  on  the  grounds   that  the  named   Plaintiff
(Telepresence,  Inc.) did not have standing to sue for  infringement  of the 501
Patent.  The motion was granted and the  Telepresence  litigation  was dismissed
with prejudice on March 28, 2001.

After the  dismissal,  the 501 Patent was  assigned  to a company  called  Media
Technologies,  Inc. Media  Technologies  is under the control of the same person
(the  inventor,  Adrian Gluck) who  orchestrated  the  Telepresence  action.  On
November  19,  2001,  Media  Technologies  sued  essentially  the same  group of
defendants in the same court for  infringement  of the 501 Patent.  On March 13,
2002, the Defendants again moved for summary judgment based on the fact that the
Telepresence action was dismissed with prejudice. That motion was granted by the
District Court on April 22, 2002. Plaintiff (Media Technologies,  Inc.) appealed
on May 2, 2002.  The Court of  Appeals  for the  Federal  Circuit  reversed  the
judgment on July 11, 2003,  and the case has been  returned to Judge  Stotler in
the Central District of California for trial.

Discovery in the case commenced September 29, 2003. A scheduling conference will
be held before  Judge  Stotler on October  20,  2003 at which time the  pretrial
schedule  will be  decided.  The  parties  have  agreed  to have an early  claim
construction hearing to be followed by the filing of dispositive motions. If the
motions are  denied,  a trial  could take place in late 2004,  depending  on the
court's  schedule.  An  adverse  outcome  in the  litigation  could  result in a
substantial liability for the Company.

The  Company is a defendant  in several  other civil  actions.  In  management's
opinion,  after  consultation  with legal counsel,  these other actions will not
have a material adverse effect on the Company's  financial  condition or results
of operations.



                                       23


<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

10.1 Letter Amendment  effective  January 1, 2001 to the License Agreement dated
     January 1, 1969 and Letter Amendments thereto between the Company and Major
     League Baseball Properties,  Inc. Portions have been redacted subject to an
     application  to  the  Securities   Exchange   Commission  for  confidential
     treatment.

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

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

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

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


(b)  Reports on Form 8-K


     1.   Form 8-K dated June 26,  2003 with press  release  dated June 26, 2003
          reporting the Company's second quarter dividend declaration.

     2.   Form 8-K dated June 26, 2003 reporting the Wizkids acquisition.

     3.   Form 8-K dated September 10, 2003 reporting the signing of a letter of
          intent to acquire certain assets of the Foreign Candy Company, Inc.

     4.   Form 8-K/A dated September 22, 2003 reporting the proforma information
          on the Wizkids acquisition.

     5.   Form 8-K/A dated September 29, 2003 reporting the proforma information
          on the Wizkids acquisition.

     6.   Form 8-K dated  September 30, 2003 with press release dated  September
          29, 2003 reporting the Company's fiscal 2004 second quarter.

     7.   Form 8-K dated  October 8, 2003 with press  release  dated  October 8,
          2003 reporting the Company's third quarter dividend declaration.





















                                       24

<PAGE>

                                                                    Exhibit 31.1


FORM OF CERTIFICATION REQUIRED BY RULES 13(a)-14 AND 15(d)-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934


I, Arthur T. Shorin, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of The Topps  Company,
     Inc.

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13(a)-14 and 15(d)-14) for the registrant and we
     have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls;



Date:  October 14, 2003

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



                                          s/Arthur T. Shorin/s
                                        -----------------------
                                        Chairman, Chief Executive
                                          Officer and President




                                       25


<PAGE>

                                                                    Exhibit 31.2


FORM OF CERTIFICATION REQUIRED BY RULES 13(a)-14 AND 15(d)-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934


I, Catherine K. Jessup, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of The Topps  Company,
     Inc.

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13(a)-14 and 15(d)-14) for the registrant and we
     have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls;



Date:  October 14, 2003


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




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


                                       26

<PAGE>


                                                                    Exhibit 32.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*




In  connection  with the  Quarterly  Report  of The  Topps  Company,  Inc.  (the
"Company")  on Form 10-Q for the period  ended August 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Arthur
T.  Shorin,  Chairman,  Chief  Executive  Officer and  President of the Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.







                                                   s/Arthur T. Shorin/s
                                                -------------------------
                                                Chairman, Chief Executive
                                                  Officer and President


October 14, 2003

* A signed original of this written statement  required by Section 906, or other
documents  authenticating,  acknowledging,  or otherwise  adopting the signature
that  appears  in typed  form  within the  electronic  version  of this  written
statement  required by Section 906, has been provided to the Company and will be
retained by the Company and furnished to the Securities and Exchange  Commission
or its staff upon request.




                                       27

<PAGE>

                                                                    Exhibit 32.2





                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*




In  connection  with the  Quarterly  Report  of The  Topps  Company,  Inc.  (the
"Company")  on Form 10-Q for the period  ended August 30, 2003 as filed with the
Securities  and  Exchange  Commission  on the date  hereof  (the  "Report"),  I,
Catherine K. Jessup,  Vice President and Chief Financial Officer of the Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.







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


October 14, 2003


*A signed original of this written  statement  required by Section 906, or other
documents  authenticating,  acknowledging,  or otherwise  adopting the signature
that  appears  in typed  form  within the  electronic  version  of this  written
statement  required by Section 906, has been provided to the Company and will be
retained by the Company and furnished to the Securities and Exchange  Commission
or its staff upon request.




                                       28