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 May 27, 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                        (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 July 5,  2000 was
45,460,000.




<PAGE>

                             THE TOPPS COMPANY, INC.




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


ITEM 1.  FINANCIAL STATEMENTS


                         Index                                       Page

          Condensed Consolidated Balance Sheets as of
            May 27, 2000 and February 26, 2000                         3

          Condensed Consolidated Statements of Operations
            for the thirteen weeks ended May 27, 2000 and
            May 29, 1999                                               4

          Condensed Consolidated Statements of Comprehensive
            Income for the thirteen weeks ended May 27, 2000
            and May 29, 1999                                           5

          Condensed Consolidated Statements of Cash Flows
            for the thirteen weeks ended May 27, 2000 and
            May 29, 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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS          14

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                             15



The condensed consolidated financial statements for the thirteen weeks ended May
27, 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)
                                                                 May        February
                                                               27, 2000     26, 2000
                                                               --------     --------
                                                               (amounts in thousands
                                                                 except share data)

<S>                                                            <C>          <C>

CURRENT ASSETS:
    Cash and cash equivalents ..............................   $  87,373    $  75,853
    Accounts receivable - net ..............................      57,772       25,730
    Inventories ............................................      18,259       20,738
    Income tax receivable ..................................         474          253
    Deferred tax assets ....................................       4,347        5,737
    Prepaid expenses and other current assets ..............       6,609        5,357
                                                                 -------      -------
        TOTAL CURRENT ASSETS ...............................     174,834      133,668
                                                                 -------      -------

PROPERTY, PLANT, & EQUIPMENT ...............................      16,500       15,768
    Less:  accumulated depreciation and amortization .......       6,841        6,587
                                                                 -------      -------
        NET PROPERTY, PLANT & EQUIPMENT ....................       9,659        9,181
                                                                 -------      -------
INTANGIBLE ASSETS, net of accumulated
    amortization of $43,966 and $43,312 as of May 27, 2000 .      56,934       57,588
    and February 26, 2000, respectively
OTHER ASSETS ...............................................       2,931        2,876
                                                               ---------    ---------
        TOTAL ASSETS .......................................   $ 244,358    $ 203,313
                                                               =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable .......................................   $  20,181    $  18,958
    Accrued expenses and other liabilities .................      43,538       36,941
    Income taxes payable ...................................      16,126        6,641
                                                                --------     --------
        TOTAL CURRENT LIABILITIES ..........................      79,845       62,540

DEFERRED INCOME TAXES ......................................       2,381        2,630
OTHER LIABILITIES ..........................................       9,221        8,968
                                                                --------     --------
        TOTAL LIABILITIES ..................................      91,447       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 47,971,683 shares and
        47,835,758 shares as of May 27, 2000 and February ..         480          478
        26, 2000, respectively
  Additional paid-in capital ...............................      18,981       18,498
  Treasury stock, 2,585,500 shares and 2,012,500 shares
       as of May 27, 2000 and February 26, 2000 respectively     (21,133)     (16,677)
  Retained earnings ........................................     158,015      128,990
  Accumulated other comprehensive loss .....................      (3,432)      (2,114)
                                                                 -------     --------
         TOTAL STOCKHOLDERS' EQUITY ........................     152,911      129,175
                                                                 -------     --------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........   $ 244,358    $ 203,313
                                                               =========    =========

</TABLE>
See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.


                                        3


<PAGE>


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



<TABLE>
<CAPTION>
                                                          (Unaudited)
                                                     Thirteen weeks ended
                                                     May              May
                                                   27, 2000        29, 1999
                                                   --------        --------
                                                    (amounts in thousands,
                                                      except share data)
<S>                                               <C>            <C>

Net sales ...................................     $  144,332     $   84,941

Cost of sales ...............................         71,919         47,194
                                                     -------        -------
      Gross profit on sales .................         72,413         37,747

Other income (expense) ......................            647            (92)
                                                     -------        -------
                                                      73,060         37,655

Selling, general and administrative expenses          27,050         22,077
                                                     -------        -------
      Income from operations ................         46,010         15,578

Interest income (expense), net ..............            811            129
                                                     -------        -------
Income before provision for income taxes ....         46,821         15,707

Provision for income taxes ..................         17,792          6,440
                                                     -------        -------
      Net income ............................     $   29,029     $    9,267
                                                     =======        =======


Net income per share - Basic ................     $      .64     $      .20
Net income per share - Diluted ..............     $      .62     $      .20


Weighted average shares outstanding - basic .     45,581,000     46,427,000
Weighted average shares outstanding - diluted     46,789,000     47,176,000



</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
                                           May          May
                                        27, 2000      29, 1999
                                        --------      --------
                                        (amounts in thousands)


     Net income ....................    $ 29,029       $  9,267

     Currency translation adjustment      (1,318)           406
                                        --------       --------
     Comprehensive income ..........    $ 27,711       $  9,673

































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)
                                                            Thirteen weeks ended
                                                              May          May
                                                            27, 2000     29, 1999
                                                            (amounts in thousands)
<S>                                                         <C>          <C>
  Cash flows from operating activities:
    Net income ...........................................   $ 29,029    $  9,267
    Add(subtract) non-cash items included in net income:
         Depreciation and amortization ...................        983       1,116
         Deferred income taxes ...........................      1,141      (1,841)

    Change in operating assets and liabilities:
         Accounts receivable .............................    (32,042)     (8,639)
         Inventories .....................................      2,479       1,513
         Income tax receivable ...........................       (221)         56
         Prepaid expenses and other current assets .......     (1,252)        268
         Payables and other current liabilities ..........     17,305       9,305
         Other assets, liabilities, and comprehensive loss     (1,113)        648
                                                              --------     -------
                Cash provided by operating activities ....     16,309      11,693
                                                              --------     -------
  Cash flows from  investing activities:
         Additions to property, plant and equipment ......       (818)       (546)
                                                              --------     -------
                Cash used in investing activities ........       (818)       (546)
                                                              --------     -------
  Cash flows from financing activities:
        Reduction of debt ................................       --        (2,500)
        Exercise of stock options ........................        485          64
        Repurchase of common stock .......................     (4,456)       --
                                                               -------     -------
                 Cash used in financing activities .......     (3,971)     (2,436)
                                                               -------     -------
 Net increase in cash and cash equivalents ...............     11,520       8,711
 Cash and cash equivalents at beginning of quarter .......     75,853      41,728
                                                              -------     -------
 Cash and cash equivalents at end of quarter .............   $ 87,373    $ 50,439
                                                              =======     =======

Supplemental disclosures of cash flow information:

 Interest paid ...........................................   $     26    $    315
 Income taxes paid .......................................   $  3,610    $  3,124

</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
                        THIRTEEN WEEKS ENDED MAY 27, 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 May 27, 2000 and May 29,
     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

                                             (Unaudited)
                                                May        February
                                             27, 2000      26, 2000
                                             --------      --------
                                             (amounts in thousands)

     Raw materials .......................   $ 2,804        $ 3,171
     Work in process ....................        805            529
     Finished products ..................     14,650         17,038
                                             -------        -------
     Total                                   $18,259        $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,  Baby Bottle Pop and Flip Pop,  the Bazooka
     bubble gum line and other novelty confectionery products, including Pokemon
     confectionery products.


                                        7


<PAGE>

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

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

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


<TABLE>
<CAPTION>

                                                          Thirteen weeks ended
                                                            May              May
                                                       27, 2000         29, 1999
                                                       (In thousands of dollars)
     <S>                                                 <C>           <C>
     Net Sales
     Collectible Sports Products ...................     $ 29,110      $ 40,308
     Confectionery .................................       52,442        33,887
     Entertainment Products ........................       62,780        10,746
                                                          -------       -------
     Total .........................................     $144,332      $ 84,941
                                                          =======       =======
     Contributed Margin
     Collectible Sports Products ...................     $ 12,853      $ 16,178
     Confectionery .................................       17,541         8,609
     Entertainment Products ........................       31,570         5,029
                                                          -------       -------
     Total .........................................     $ 61,964      $ 29,816
                                                          =======       =======

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

     Total contributed margin ......................     $ 61,964      $ 29,816
     Unallocated general and administrative expenses
        and manufacturing overhead .................      (15,618)      (13,030)
     Depreciation & amortization ...................         (983)       (1,116)
     Other income (expense) ........................          647           (92)
                                                          -------       -------
     Income from operations ........................       46,010        15,578
     Interest income (expense), net ................          811           129
                                                          -------       -------
     Income before provision for income taxes ......     $ 46,821      $ 15,707
                                                          =======       =======
</TABLE>

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 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.

                                        8


<PAGE>


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 May 27, 2000 and February 26, 2000.


7.   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
     nunc pro tunc with  prejudice and without  leave to replead,  and dismissed
     the pendent state law claims  without  prejudice.  Plaintiffs are likely to
     appeal the California  Court's June 21, 2000 dismissal of the Class Action.
     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.




                                        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 May 27, 2000,
and the related condensed  consolidated  statements of operations and cash flows
for the  thirteen  week  periods  ended  May 27,  2000 and May 29,  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/

June  22, 2000
New York, New York




                                       10


<PAGE>

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

First Quarter Fiscal Year 2001 versus Fiscal Year 2000
------------------------------------------------------

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

                                               May             May
                                             27, 2000       29, 1999
                                             --------       --------
                                            (In thousands of dollars)

          Collectible Sports Products....    $ 29,110       $ 40,308
          Confectionery .................      52,442         33,887
          Entertainment Products ........      62,780         10,746
                                              -------         ------
          Total .........................    $144,332       $ 84,941
                                              =======         ======

Net sales for the first quarter of fiscal 2001 increased 69.9% to $144.3 million
from  $84.9  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.

Net sales of collectible sports products, which consist of both sports cards and
sports  sticker/album  products,  decreased  27.8% to $29.1 million in the first
quarter of fiscal 2001 from $40.3  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 year
ago period. Sales of baseball cards and European soccer  sticker/album  products
were also less this year than last.

Net sales of confectionery products increased 54.8% in the first quarter of this
year to $52.4 million from $33.9 million in fiscal 2000. Included in fiscal 2001
sales are $13.0 million of Pokemon  confectionery  products.  Excluding  Pokemon
products, sales of core confectionery products increased 16.5%, primarily driven
by the further  success of Baby Bottle Pop  worldwide  and growth of Push Pop in
Japan and the U.S.

Net sales of entertainment  products,  which consist of entertainment  cards and
sticker/album  products,  increased  to $62.8  million  in the first  quarter of
fiscal 2001 from $10.7  million in fiscal 2000,  primarily due to the success of
Pokemon cards and sticker/album products in Europe.

Gross profit as a percentage  of net sales for the first  quarter of fiscal 2001
increased  to 50.2% as compared  with 44.4% 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  (expense) of $647,000  this year versus an expense of $92,000 last
year was the result of higher  levels of prompt  payment  discounts  on European
inventory purchases and a reduction in foreign exchange translation losses.

Selling,  general and administrative ("SG&A") expenses decreased as a percentage
of net sales to 18.7% in the first  quarter of fiscal 2001 from 26.0% a year ago
as a result of higher  sales.  SG&A dollar  spending  increased to $27.1 million
from $22.1  million  due to higher  freight  costs and broker  commissions  as a
result of the  increase  in sales,  greater  expenditures  for  advertising  and
marketing,  earlier  recognition  of the  annual  incentive  bonus  plan and the
Company's investment in its Internet initiative.




                                       11

<PAGE>


Net interest income (expense) increased to $811,000 in fiscal 2001 from $129,000
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 quarter of fiscal 2001 was $29.0 million,  or $0.62 per
fully diluted share,  as compared with $9.3 million,  or $0.20 per fully diluted
share last year.


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

On June 27,  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.

In October 1999, the Board of Directors  authorized the Company to repurchase up
to 5  million  shares  of its  stock.  As of  May  27,  2000,  the  Company  had
repurchased a total of 1,483,000 shares at an average price of $8.22. During the
first quarter of fiscal 2001 alone, the Company repurchased 543,000 shares at an
average price of $8.17.

As of May 27, 2000, the Company had $87.4 million in cash and cash equivalents.

During the first quarter of fiscal 2001,  the Company's net increase in cash and
cash  equivalents  was $11.5  million  versus $8.7 million in fiscal 2000.  Cash
provided by  operating  activities  in the first  quarter of this year was $16.3
million  versus $11.7 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 this quarter reflects $818,000 in
capital  expenditures  compared with $546,000 in capital expenditures last year.
Cash used in financing activities reflects the use of $4.5 million to repurchase
Company  stock  this year  versus  debt  payments  of $2.5  million in the first
quarter of last year.

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










                                       12

<PAGE>

Cautionary Statements
---------------------

In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform Act of 1995 (the 'Reform Act"),  the Company is hereby filing
cautionary  statements  identifying  important  factors  that could cause actual
results  to  differ  materially  from  those  projected  in any  forward-looking
statements  of the Company made by or on behalf of the Company,  whether oral or
written.  Among the factors  that could cause the  Company's  actual  results to
differ  materially from those indicated in any such forward  statements are: (i)
the failure of certain of the Company's principal products,  particularly sports
cards, entertainment cards, lollipops and sticker/album collections,  to achieve
expected  sales  levels;  (ii)  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;  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.
























 .




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<PAGE>

                             THE TOPPS COMPANY, INC.

                                     PART II

                                OTHER INFORMATION


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


The Annual  Meeting of  Stockholders  of the Company took place on June 29, 2000
for the following purposes:

         1.  To elect three directors;
         2.  To ratify the appointment of auditors.



The results of the matters voted on are as follows:

                                        For            Against       Abstentions
                                        ---            -------       -----------
1.  Election of Directors
          Arthur T. Shorin              41,421,017     983,452            0
          Wm. Brian Little              41,478,315     926,154            0
          Stanley Tulchin               41,461,414     943,055            0

2.  Ratification of appointment
     of auditors                        42,150,870     140,230         113,369




















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<PAGE>



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

    10.39 Credit Agreement dated June 26, 2000
             with The Chase Manhattan Bank









































                                       15


<PAGE>

                                    SIGNATURE





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


                                             THE TOPPS COMPANY, INC.
                                             -----------------------
                                                   Registrant



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












July 11, 2000















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