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

                                    FORM 10-Q


(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended November 27, 2004

                                       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  January  3, 2005 was
40,431,571.


<PAGE>


                             THE TOPPS COMPANY, INC.
                                AND SUBSIDIARIES



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


ITEM 1. FINANCIAL STATEMENTS


                                Index                                    Page
                                -----                                    ----

        Condensed Consolidated Balance Sheets as of November 27, 2004
        (unaudited) and February 28, 2004                                 3

        Condensed Consolidated Statements of Operations for the
        thirteen and thirty-nine week periods ended November 27,
        2004 and November 29, 2003                                        4

        Condensed Consolidated Statements of Comprehensive Income
        for the thirteen and thirty-nine week periods ended
        November 27, 2004 and November 29, 2003                           5

        Condensed Consolidated Statements of Cash Flows for the thirty-
        nine weeks ended November 27, 2004 and November 29, 2003          6

        Notes to Condensed Consolidated Financial Statements              7

        Report of Independent Registered Public Accounting Firm          15


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


ITEM 3. DISCLOSURES ABOUT MARKET RISK                                    20


ITEM 4. CONTROLS AND PROCEDURES                                          21


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

ITEM 1. LEGAL PROCEEDINGS                                                22

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                 23



                                       2
<PAGE>

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


                                                        (Unaudited)
                                                          November     February
                                                          27, 2004     28, 2004
                                                          --------     --------
                                                         (amounts in thousands,
                                                            except share data)
ASSETS
------
CURRENT ASSETS:
  Cash and cash equivalents ..........................   $ 116,703    $  93,837
  Accounts receivable, net ...........................      20,326       30,109
  Inventories ........................................      30,114       33,009
  Income tax receivable ..............................       2,369        2,697
  Deferred tax assets ................................         915        1,505
  Prepaid expenses and other current assets ..........      12,525       11,691
                                                         ---------    ---------
        TOTAL CURRENT ASSETS .........................     182,952      172,848

PROPERTY, PLANT AND EQUIPMENT ........................      34,009       32,349
  Less:  accumulated depreciation and amortization ...      21,488       18,563
                                                         ---------    ---------
        NET PROPERTY, PLANT AND EQUIPMENT ............      12,521       13,786

GOODWILL .............................................      67,566       67,586
INTANGIBLE ASSETS, net of accumulated amortization ...       9,126       10,474
OTHER ASSETS .........................................      10,971       10,769
                                                         ---------    ---------
        TOTAL ASSETS .................................   $ 283,136    $ 275,463
                                                         =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
  Accounts payable ...................................   $   9,637    $  10,946
  Accrued expenses and other liabilities .............      27,674       26,249
  Income taxes payable ...............................       2,389        2,354
                                                         ---------    ---------
        TOTAL CURRENT LIABILITIES ....................      39,700       39,549

DEFERRED INCOME TAXES ................................       4,065        1,956
OTHER LIABILITIES ....................................      23,380       22,681
                                                         ---------    ---------
        TOTAL LIABILITIES ............................      67,145       64,186
                                                         ---------     --------
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 November 27, 2004 and February 28, 2004 .       492          492

  Additional paid-in capital .........................      27,829       27,829

  Treasury stock, 8,823,000 shares and 8,632,000
  shares as of November 27, 2004 and February 28, 2004,
  respectively .......................................     (85,361)     (82,287)

  Retained earnings ..................................     276,365      270,704

  Accumulated other comprehensive loss,
  net of income taxes ................................      (3,334)      (5,461)
                                                         ---------    ---------
        TOTAL STOCKHOLDERS' EQUITY ...................     215,991      211,277
                                                         ---------    ---------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...   $ 283,136    $ 275,463
                                                         =========    =========

See Notes to Condensed Consolidated Financial Statements.


                                       3

<PAGE>


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

                                                 (Unaudited)
                                Thirteen weeks ended   Thirty-nine weeks ended
                                November,   November    November     November
                                27,  2004   29, 2003    27, 2004     29, 2003
                                ---------   --------    --------     --------
                                   (amounts in thousands, except share data)

Net sales                       $ 70,650    $ 78,470    $ 227,520   $ 227,781

Cost of sales                     46,990      54,148      143,781     146,576
                                --------    --------    ---------   ---------

Gross profit on sales             23,660      24,322       83,739      81,205

Selling, general and
  administrative expenses         20,378      23,265       70,850      69,151

Other income (expense), net          (54)       (402)         790         542
                                --------    --------    ---------   ---------
    Income from operations         3,228         655       13,679      12,596

Interest income, net                 883         445        1,924       1,929
                                --------    --------    ---------   ---------
Income before provision for
   income taxes                    4,111       1,100       15,603      14,525

Provision for income taxes         1,320         118        5,055       4,750
                                --------    --------    ---------   ---------
              Net income        $  2,791    $    982    $  10,548   $   9,775
                                ========    ========    =========   =========


Net income per share - basic      $ 0.07      $ 0.02       $ 0.26      $ 0.24
                     - diluted    $ 0.07      $ 0.02       $ 0.26      $ 0.23


Weighted average shares
  outstanding - basic           40,412,000  40,530,000  40,482,000  40,610,000
              - diluted         41,253,000  41,822,000  41,280,000  41,726,000




See Notes to Condensed Consolidated Financial Statements.



                                       4
<PAGE>


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


                                                  (Unaudited)
                                Thirteen weeks ended   Thirty-nine weeks ended
                                November    November    November    November
                                27, 2004    29, 2003    27, 2004    29, 2003
                                --------    --------    --------    --------
                                 (amounts in thousands, except share data)


Net income                      $  2,791    $    982    $ 10,548   $   9,775

Currency translation adjustment     (504)      3,301      (2,127)      4,271
                                ---------   ---------   ---------   --------
Comprehensive income            $  2,287    $  4,283    $  8,421    $ 14,046
                                =========   =========   =========   ========



























See Notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>


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


                                                               (Unaudited)
                                                         Thirty-nine weeks ended
                                                          November     November
                                                          27, 2004     29, 2003
                                                          --------     --------
                                                          (amounts in thousands)


Cash flows from operating activities:
  Net income ...........................................   $ 10,548    $  9,775
  Add non-cash items included in net income:
    Depreciation and amortization ......................      4,717       4,798
    Deferred income taxes ..............................      2,699        (207)

Changes in operating assets and liabilities:
  Accounts receivable ..................................      9,783       4,133
  Inventories ..........................................      2,895      (1,120)
  Income tax receivable/payable ........................        363      (1,019)
  Prepaid expenses and other current assets ............       (834)     (1,542)
  Payables and other current liabilities ...............        116      (7,574)
  Other assets and liabilities .........................      1,410         359
                                                            -------    ---------
     Cash provided by operating activities .............     31,697       7,603

Cash flows from investing activities:
  Acquisition of business, net of cash acquired                 --      (28,593)
  Additions to property, plant and equipment ...........     (1,660)     (1,989)
                                                            --------    --------
      Cash used in investing activities ................     (1,660)    (30,582)

Cash flows from financing activities:
  Dividends paid to stockholders .......................    (4,887)      (3,262)
  Purchase of treasury stock and exercise
    of stock options ...................................    (3,074)      (1,406)
                                                            -------    ---------
      Cash used in financing activities ................    (7,961)      (4,668)

Effect of exchange rates on cash and cash equivalents ..       790        2,940
                                                           --------    ---------
Net increase (decrease) in cash and cash equivalents ...   $22,866    $ (24,707)
                                                           ========    =========

Cash and cash equivalents at beginning of year .........   $ 93,837    $114,259
Cash and cash equivalents at period end ................   $116,703    $ 89,552

Supplemental disclosure of cash flow information:
  Interest paid ........................................   $    203    $    133
  Income taxes paid ....................................   $  2,941    $  4,741




See Notes to Condensed Consolidated Financial Statements.



                                       6
<PAGE>



                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  AS OF NOVEMBER 27, 2004 AND FEBRUARY 28, 2004
             AND FOR THE THIRTEEN AND THIRTY-NINE WEEK PERIODS ENDED
                     NOVEMBER 27, 2004 AND NOVEMBER 29, 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  week  and
     thirty-nine  week periods ended November 27, 2004 and November 29, 2003 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 February 28, 2004.

     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  Accounting  Principles  Board ("APB")
     Opinion  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 (net of tax) in accordance
     with Statement of Financial  Accounting Standards ("SFAS") 123, "Accounting
     for Stock-Based Compensation," is shown below (amounts in thousands):


                                        For the thirteen weeks ended
                                 November 27, 2004         November 29, 2003
                              -----------------------   ------------------------
                              As reported   Pro forma   As reported   Pro forma
                              -----------------------   ------------------------
  Net income, as reported       $ 2,791      $ 2,791      $   982      $   982
  Less: Stock-based employee
        compensation                            (173)                     (349)
                                             --------                  --------
  Pro forma net income .....                 $ 2,618                   $   633
                                             ========                  ========
  Earnings per share:
    Basic .................     $  0.07      $  0.06      $  0.02      $  0.02
    Diluted ...............     $  0.07      $  0.06      $  0.02      $  0.02



                                        For the thirty-nine weeks ended
                                 November 27, 2004         November 29, 2003
                              -----------------------   ------------------------
                              As reported   Pro forma   As reported   Pro forma
                              -----------------------   ------------------------
  Net income, as reported       $10,548      $10,548      $ 9,775      $ 9,775
  Less: Stock-based employee
        compensation                            (485)                     (898)
                                             --------                  --------
  Pro forma net income .....                 $10,063                   $ 8,877
                                             ========                  ========
  Earnings per share:
    Basic .................     $  0.26      $  0.25      $  0.24      $  0.22
    Diluted ...............     $  0.26      $  0.24      $  0.23      $  0.21


     Options have an exercise  price equal to the market price on the date prior
     to the  grant  date  and  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 2005 and fiscal 2004 options,  but no dividend
     on fiscal 2003 options;  risk-free interest rate,  estimated volatility and
     expected  life as follows:  fiscal 2005 options - 4.4%,  32% and 6.0 years,
     respectively;  fiscal 2004 options - 4.4%, 38% and 6.5 years, respectively;
     fiscal 2003 options - 4.5%, 35% and 6.5 years, respectively.


                                       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)
                                          November     February
                                          27, 2004     28, 2004
                                          --------     --------
                                          (amounts in thousands)

        Gross receivables .............   $ 45,133     $ 52,843
        Reserve for returns ...........    (22,131)     (19,516)
        Other reserves ................     (2,676)      (3,218)
                                          --------     --------
           Net receivables ............   $ 20,326     $ 30,109
                                          ========     ========

     Other reserves consist of allowances for discounts,  doubtful  accounts and
     customer deductions for promotional marketing programs.


4.   Inventories

                                         (Unaudited)
                                          November     February
                                          27, 2004     28, 2004
                                          --------     --------
                                          (amounts in thousands)

        Raw materials ..................  $  7,831     $  5,571
        Work in process ................     6,222        2,824
        Finished products ..............    16,061       24,614
                                          --------     --------
             Total inventories .........  $ 30,114     $ 33,009
                                          ========     ========


5.   Segment Information

     Following is the  breakdown  of industry  segments as required by SFAS 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 candy products including
     Ring Pop, Push Pop, Baby Bottle Pop, Juicy Drop Pop, the Bazooka bubble gum
     line  and,  from time to time,  confectionery  products  based on  licensed
     characters, such as Pokemon and Yu-Gi-Oh!

     The  Entertainment  segment  primarily  consists of cards and sticker album
     products  featuring sports and non-sports  subjects.  Trading cards feature
     players from Major League Baseball,  the National  Basketball  Association,
     the National Football League,  and the National Hockey League (although our
     contract  with the NHL has  expired),  as well as  characters  from popular
     films, television shows and other entertainment  properties.  Sticker album
     products  feature  players from the English  Premier  League and characters
     from  entertainment  properties such as Pokemon and Yu-Gi-Oh!  This segment
     also includes  products  from WizKids,  a designer and marketer of strategy
     games acquired in July 2003.

     The Company's chief  decision-maker  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   general  and   administrative   expenses  and
     manufacturing  overhead,   depreciation  and  amortization,   other  income
     (expense), net interest and income taxes.

     The majority of the Company's  assets are shared across both segments,  and
     the Company's  chief  decision-maker  does not evaluate the  performance of
     each segment utilizing  asset-based measures.  Therefore,  the Company does
     not include a  breakdown  of assets or  depreciation  and  amortization  by
     segment.

                                       8

<PAGE>
                                  Thirteen weeks ended   Thirty-nine weeks ended
                                  November    November     November    November
                                  27, 2004    29, 2003     27, 2004    29, 2003
                                  --------    --------     --------    --------
                                             (amounts in thousands)

  Net Sales
  Confectionery                   $ 28,992    $ 31,819     $113,181    $119,357
  Entertainment                     41,658      46,651      114,339     108,424
                                  --------    --------     --------    --------
  Total                           $ 70,650    $ 78,470     $227,520    $227,781
                                  ========    ========     ========    ========

  Contributed Margin
  Confectionery                   $  8,885    $  9,253     $ 37,664    $ 38,493
  Entertainment                     12,923      10,964       35,349      28,383
                                  --------    --------     --------    --------
  Total                           $ 21,808    $ 20,217     $ 73,013    $ 66,876
                                  ========    ========     ========    ========


Reconciliation of Contributed
Margin to Net Income:

  Total contributed margin        $ 21,808     $ 20,217    $ 73,013    $ 66,876
  General and administrative
     expense and manufacturing
     overhead                      (16,970)     (17,206)    (55,407)    (50,024)
  Depreciation and amortization     (1,556)      (1,954)     (4,717)     (4,798)
  Other income, net                    (54)        (402)        790         542
                                  ---------    ---------   ---------   ---------
  Income from operations             3,228          655      13,679      12,596
  Interest income, net                 883          445       1,924       1,929
                                  ---------    ---------   ---------   ---------
  Income before provision for
     income taxes                    4,111        1,100      15,603      14,525
  Provision for income taxes         1,320          118       5,055       4,750
                                  ---------    ---------   ---------   ---------
  Net Income                      $  2,791     $    982    $ 10,548    $  9,775
                                  =========    =========   =========   =========


6.   Dividend and Share Repurchase Programs

     In June 2003,  the Board of Directors of the Company  initiated a quarterly
     dividend  of $0.04 per share  which has been paid each  quarter  since that
     date.

     In October 1999, the Company's Board of Directors authorized the repurchase
     of up to 5 million shares of the Company's  common stock.  In October 2001,
     the Company completed the authorization and the Board approved the purchase
     of another 5 million  shares.  As of  November  27,  2004,  the Company had
     purchased 8,390,700 common shares under these two programs.


7.   Credit Agreement

     On June 26, 2000,  the Company  entered into a credit  agreement with Chase
     Manhattan  Bank and LaSalle Bank  National  Association  for a term of four
     years, which ended on June 26, 2004. On June 25, 2004, the credit agreement
     was amended to extend the  expiration  date for 90 days in order to provide
     the  Company  sufficient  time to  complete  refinancing  arrangements.  On
     September 14, 2004,  the Company  entered into a new credit  agreement with
     JPMorgan Chase Bank. The agreement  provides for a $30.0 million  unsecured
     facility  to cover  revolver  and  letter of credit  needs and  expires  on
     September  13, 2007.  Interest  rates are variable and a function of market
     rates and 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 sell or acquire assets
     or borrow additional money and places certain  restrictions on the purchase
     of Company shares and the payment of dividends. The credit agreement may be
     terminated by the Company at any point over the  three-year  term (provided
     the Company repays all outstanding amounts thereunder) without penalty.

     There was no debt outstanding  under either credit agreement as of November
     27, 2004 or February 28, 2004.


                                       9
<PAGE>

8.   Reclassifications

     Certain  items  in  the  prior  years'   financial   statements  have  been
     reclassified to conform with the current year's presentation.


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.  The  Company has elected to
     conduct its annual impairment test at the end of each fiscal third quarter.

     As a result of the acquisition of WizKids in July 2003,  goodwill increased
     by $18.7 million, and other intangibles increased by $6.2 million (included
     in intellectual  property) (see Note 11).  Intangible assets as of November
     27, 2004 and February 28, 2004 were as follows:

<TABLE>
<CAPTION>
                                                         (amounts in thousands)
                                         November 27, 2004          '        February 28, 2004
                                            (Unaudited)             '
                                    Gross                           '   Gross
                                  Carrying   Accumulated            ' Carrying    Accumulated
                                    Value   Amortization     Net    '   Value    Amortization     Net
                                  --------  ------------  --------  ' --------   ------------  --------
<S>                               <C>        <C>          <C>         <C>          <C>         <C>
Licenses and Contracts ........   $ 21,569   $(17,774)    $  3,795  ' $ 21,569     $(17,272)   $  4,297
Intellectual Property .........     18,784    (14,026)       4,758  '   18,784      (13,251)      5,533
Software and Other ............      2,953     (2,788)         165  '    2,953       (2,717)        236
Min. Pension Liab. ............        408       --            408  '      408          --          408
                                  --------   ---------    --------  ' --------     ---------   --------
Total Intangibles .............   $ 43,714   $(34,588)    $  9,126  ' $ 43,714     $(33,240)   $ 10,474
                                  ========   =========    ========  ' ========     =========   ========
</TABLE>

     Useful lives of the Company's intangible assets have been established based
     on the Company's  intended use of such assets and their estimated period of
     future  benefit,  which  are  reviewed  periodically.  Useful  lives are as
     follows:
                                                          Weighted Average
              Category             Useful Life         Remaining Useful Life
              --------             -----------         ---------------------
        Licenses and Contracts       15 years                 5.7 years
        Intellectual Property         6 years                 4.6 years
        Software and Other            5 years                 1.8 years


     The weighted  average  remaining  useful life for the Company's  intangible
     assets in  aggregate is 5.1 years.  Going  forward,  the Company  estimates
     amortization of the intangible assets detailed above to be as follows:


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

                        2005                  $ 1,797
                        2006                  $ 1,797
                        2007                  $ 1,750
                        2008                  $ 1,703
                        2009 and thereafter   $ 3,019



     In addition to the  amortization  of  intangibles  listed  above,  reported
     amortization   expense,   which  was  $1,863,000  and  $1,802,000  for  the
     thirty-nine   weeks  ended   November  27,  2004  and  November  29,  2003,
     respectively, included amortization of deferred financing fees and deferred
     compensation costs.


                                       10
<PAGE>

10.  Legal Proceedings

     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 piece of  sporting  equipment  or jersey.  After  initial  discovery,  on
     November 15, 2000, the Defendants jointly moved for summary judgment 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 brought 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 was
     returned to Judge Stotler in the Central  District of California for trial.
     On October 16, 2003, Media  Technologies  amended its complaint by alleging
     that Defendants' sale of relic cards additionally infringed U.S. Patent No.
     6,142,532  (the "532  Patent")  which was issued on November 7, 2000 and is
     similar to the 501 Patent.

     Discovery in the case  commenced  September 29, 2003 and was stayed pending
     the outcome of two summary judgment  motions filed by defendants.  On March
     17,   2004,   Topps   filed  a  motion  for  summary   judgment   based  on
     non-infringement while other defendants filed a motion for summary judgment
     based on patent  invalidity  because of prior art. Both motions were denied
     on July 26, 2004, and discovery resumed.  On September 15, 2004,  defendant
     Upper Deck Company,  LLC ("Upper  Deck") moved for a separate  trial on the
     issues of infringement,  damages,  willfulness and counterclaims,  a motion
     the other defendants  subsequently  joined.  On October 26, 2004, the court
     ruled that the patent validity issues would be tried first, before those of
     infringement.

     On October 4,  2004,  Defendants  petitioned  the  United  States  Patent &
     Trademark  Office (the "USPTO") to reexamine the  patentability of both the
     501 Patent and the 532 Patent. On October 25, 2004, Defendants also filed a
     motion with the district court requesting a stay of the proceedings pending
     the  petition  with the USPTO.  On December 2, 2004,  the court  denied the
     motion for the stay.  On December 13, 2004,  the USPTO granted the petition
     for  reexamination  of the 501 Patent and on December 15,  2004,  the USPTO
     granted the petition for  reexamination of the 532 Patent.  On December 29,
     2004,  Defendants  once  again  filed a  motion  with  the  district  court
     requesting  a stay  of the  proceedings  while  the  USPTO  reexamines  the
     patentability of the 501 Patent and the 532 Patent.

     The trial is still  currently  scheduled  for  February  2005.  An  adverse
     outcome in the litigation  could result in a substantial  liability for the
     Company.  It is not possible to determine  the  likelihood of damages or to
     estimate the range of loss, if any, and, accordingly, no provision has been
     recorded  for  this  matter  in  the  accompanying  condensed  consolidated
     financial statements.

     The Company is a defendant in several other civil actions which are routine
     and incidental to its business. In management's opinion, after consultation
     with legal  counsel,  these other actions are not likely to have a material
     adverse effect on the Company's consolidated financial statements.


11.  Acquisition of Wizkids, LLC

     On July 9, 2003, the Company acquired Wizkids, LLC ("WizKids"),  a designer
     and marketer of collectible  strategy  games,  for a cash purchase price of
     approximately $28.4 million. It is believed that the acquisition will serve
     to enhance and  accelerate  the  expansion of the  Company's  entertainment
     business.  The acquisition is being 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 the acquisition.
     The  allocation  of the  purchase  price  is  reflected  in  the  financial
     statements contained herein.


                                       11
<PAGE>

     The total  consideration  paid by the Company to WizKids'  shareholders was
     comprised of $29,500,000 in cash,  net of a working  capital  adjustment of
     $1,123,500.  The purchase  price also  reflected a $1,326,130  payment to a
     third party for associated licenses and legal,  accounting,  and investment
     banking  fees of  $679,075.  The  purchase  price was  determined  based on
     discounted cash flow projections,  which reflected  expected synergies with
     the Company.

     The purchase  price  includes a $6.2 million  allocation  for  intellectual
     property rights  associated  with the WizKids product line,  which is being
     amortized  over  an  estimated  useful  life  of 6  years.  There  were  no
     contingent payments with the purchase price.

     Contemporaneous   with  the  acquisition,   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  as a  shareholder  is  being  accounted  for  as  deferred
     compensation  and is being  amortized over four years.  If Mr. Weisman does
     not remain a WizKids employee for the full four years of the agreement,  he
     will be required to pay the Company the unamortized balance of his deferred
     compensation.  As an  additional  part  of his  employment  agreement,  Mr.
     Weisman is entitled to 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 vest over a four-year period.

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

        Total consideration                     $ 29,500,000
        Less: Working capital adjustment          (1,123,500)
              Deferred compensation agreement     (2,000,000)
        Add:  Purchase of license                  1,326,130
              Transaction costs                      679,075
                                                -------------
        Total purchase price                    $ 28,381,705
                                                =============

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

        Current assets                          $  8,201,851
        Property and equipment                       564,743
        Other assets                                 115,000
        Liabilities assumed, current              (5,426,072)
                                                -------------
        Fair value of net assets acquired          3,455,522

        Intangible assets                          6,200,000
        Goodwill                                  18,726,183
                                                ------------
        Total estimated fair value of net       $ 28,381,705
        assets acquired and estimated goodwill  ============

This figure differs from the amount shown for  Acquisition  of business,  net of
cash acquired in the Condensed  Consolidated  Statement of Cash flows on page 6,
which  reflects  preliminary  transaction  costs as of November  29,  2003.  The
goodwill of $18.7 million is included in the Entertainment  business segment and
is deductible for tax purposes over a fifteen-year period.

The impact of including  WizKids in the  condensed  consolidated  statements  of
operations on a pro forma basis as if the  acquisition  had occurred on March 2,
2003 is as follows:

                                     (Unaudited)
                                Thirteen weeks ended    Thirty-nine weeks ended
                                  November 29, 2003        November 29, 2003
                                  -----------------        -----------------
                                 (amounts in thousands,  except share data)

     Net sales                        $ 78,470              $241,169
     Income from operations                655                10,793
     Net income                            982                 8,664


     Net income per share - basic     $   0.02              $   0.21
                          - diluted   $   0.02              $   0.21


                                       12
<PAGE>

12.  Employee Benefit Plans

     The  components  of  net  periodic  benefit  costs  for  the  thirteen  and
     thirty-nine  weeks ended  November  27, 2004 and  November  29, 2003 are as
     follows:

                                                               Postretirement
                                               Pension           Healthcare
--------------------------------------------------------------------------------
Thirteen weeks ended                      November  November  November  November
--------------------                      27, 2004  29, 2003  27, 2004  29, 2003
--------------------------------------------------------------------------------
                                                (amounts in thousands)
     Service cost                          $ 345     $ 346      $  82    $  71
     Interest cost                           594       597        163      150
     Expected return on plan assets         (535)     (363)        -        -
     Amortization of:
        Initial transition obligation       ( 15)     ( 12)        50       50
        Prior service cost                    33        33         -        -
        Actuarial (gains) losses             179       279         27       12
                                           -----     -----      -----    -----
     Net periodic benefit cost             $ 601     $ 880      $ 322    $ 283
                                           =====     =====      =====    =====
--------------------------------------------------------------------------------

                                                               Postretirement
                                               Pension           Healthcare
--------------------------------------------------------------------------------
Thirty-nine weeks ended                   November  November  November  November
-----------------------                   27, 2004  29, 2003  27, 2004  29, 2003
--------------------------------------------------------------------------------
                                                (amounts in thousands)
     Service cost                         $ 1,035   $ 1,038   $   246   $  213
     Interest cost                          1,781     1,792       487      450
     Expected return on plan assets        (1,604)   (1,089)        -        -
     Amortization of:
        Initial transition obligation        ( 45)     ( 37)      150      150
        Prior service cost                     99        99         -        -
        Actuarial (gains) losses              537       837        81       36
                                          -------   -------   -------   ------
     Net periodic benefit cost            $ 1,803   $ 2,640   $   964   $  849
                                          =======   =======   =======   ======
--------------------------------------------------------------------------------

     The fiscal 2005 costs are  estimated  based on actuarial  assumptions,  and
     actual costs will be adjusted accordingly during the year.


13.  Recently Issued Accounting Pronouncements

     In January 2004, the Financial  Accounting  Standards Board ("FASB") issued
     FSP 106-1,  which  allows  companies  to elect a one-time  deferral  of the
     recognition  of  effects  of  the  Medicare   Prescription   Drug  Act  and
     disclosures related to the postretirement  healthcare plan. The FASB allows
     the  one-time  deferral  due  to a  lack  of  clarification  regarding  its
     accounting  and  uncertainties   regarding  the  effects  of  the  Medicare
     Prescription  Drug Act on plan  participants.  For  companies  electing the
     one-time  deferral,  the deferral  remains in effect until  guidance on the
     accounting  for the  federal  subsidy is  issued,  or until  certain  other
     events,  such as a plan amendment,  settlement or curtailment,  occur.  The
     Company has evaluated the effects of the Medicare  Prescription Drug Act on
     the postretirement  benefit plan and its participants,  and has elected the
     one-time  deferral.  In May  2004,  the FASB  issued  FSP No.  106-2  ("FSP
     106-2"),  which  superseded  FSP 106-1.  FSP 106-2  provides  authoritative
     guidance  on the  accounting  for  the  Act and  specifies  the  disclosure
     requirements  for  employers  who have  adopted  FSP  106-2.  FSP  106-2 is
     effective for the interim or annual period  beginning  after June 15, 2004.
     The  Company's  accumulated  post-retirement  benefit  obligation  and  net
     post-retirement  benefit cost for fiscal 2004 and fiscal 2005  reflects the
     effects of the Medicare  Prescription  Drug Act.  Specific  guidance on the
     accounting  for the federal  subsidy was issued during the Company's  third
     quarter  of fiscal  2005,  and there was no change to  previously  reported
     information.  The Medicare  Prescription  Drug Act will serve to reduce the
     Company's  Fiscal 2005  postretirement  medical expenses by $0.2 million to
     $1.1 million.


                                       13
<PAGE>


On November 24, 2004,  the FASB issued  Statement 151 to clarify the  accounting
for abnormal  amounts of idle facility  expense,  freight,  handling costs,  and
wasted  material  (spoilage).  This  statement  requires  that  those  items are
recognized  as  current  period  charges  regardless  of  whether  they meet the
criterion of "so  abnormal" as defined by ARB 43. This  Statement did not have a
material effect on the Company's  consolidated results of operation or financial
position.

On December  16,  2004,  the FASB issued SFAS 123  (revised  2004),  Share-Based
Payment,  which requires that the cost resulting  from all  share-based  payment
transactions  be recognized in the  financial  statements  starting with interim
statements issued after June 15, 2005. This statement  establishes fair value as
the measurement objective in accounting for share-based payment arrangements and
requires  all  entities  to  apply  a  fair-value-based  measurement  method  in
accounting for  share-based  payment  transactions  with  employees,  except for
equity  instruments  held by  employee  share  ownership  plans.  SFAS  123 also
establishes fair value as the measurement objective for transactions in which an
entity  acquires goods or services from  non-employees  in  share-based  payment
transactions.  With limited exceptions,  the amount of compensation cost will be
measured  based  on the  grant-date  fair  value  of  the  equity  or  liability
instruments  issued.  In  addition,  liability  awards will be  remeasured  each
reporting  period.  Compensation cost will be recognized over the period that an
employee  provides  service in exchange for the award.  SFAS 123 (revised  2004)
replaces FASB Statement No. 123,  Accounting for Stock-Based  Compensation,  and
supersedes  APB Opinion No. 25,  Accounting  for Stock Issued to Employees.  The
Company is  currently  evaluating  the impact of adopting  this  standard on its
future financial statements.

On  December  21,  2004 the FASB issued FSP 109-b,  "Accounting  and  Disclosure
Guidance for the Foreign Earnings  Repatriation  Provision With the American Job
Creation Act of 2004". The Act introduces a one-time dividend received deduction
on the  repatriation of certain  foreign  earnings to a U.S.  taxpayer  provided
certain  criteria are met. An  enterprise  that is evaluating  the  repatriation
provision  shall apply the  provisions  of Statement 109 as it decides on a plan
for  reinvestment  or  repatriation  of its  unremitted  foreign  earnings.  The
enterprise shall measure the income tax effects of such repatriation without the
effects  of the  repatriation  provision  until  it has  decided  on a plan  for
repatriation that would be subject to the repatriation provision. The Company is
currently  evaluating  the  impact  of  adopting  this  standard  on its  future
financial statements.


14.  Off-Balance Sheet Arrangements

     The  Company  does  not  have  any  off-balance  sheet   arrangements  and,
     therefore,  there is no  effect  on its  financial  condition,  changes  in
     financial condition, revenue or expenses, results of operations, liquidity,
     capital expenditures or capital resources from this type of arrangement.


                                       14
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the 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 November 27, 2004 and
the related  condensed  consolidated  statements of operations and comprehensive
income for the thirteen and thirty-nine week periods ended November 27, 2004 and
November  29, 2003,  and of cash flows for the  thirty-nine  week periods  ended
November 27, 2004 and November 29, 2003. These interim financial  statements are
the responsibility of the Company's management.

We conducted our reviews in accordance  with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  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 the
standards of the Public Company Accounting  Oversight Board (United States), 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 interim 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 the  standards of the Public
Company  Accounting  Oversight Board (United States),  the consolidated  balance
sheet of the  Company as of February  28,  2004,  and the  related  consolidated
statements of operations,  stockholders' equity,  comprehensive income, and cash
flows for the year then ended (not  presented  herein);  and in our report dated
May 4, 2004, we expressed an unqualified opinion on those consolidated financial
statements  and  included an  explanatory  paragraph  relating to the  Company's
change in method of  accounting  for  goodwill  and other  intangible  assets to
conform to Statement of Financial  Accounting Standard 142. In our opinion,  the
information set forth in the accompanying  condensed  consolidated balance sheet
as of February 28, 2004 is fairly stated, in all material respects,  in relation
to the consolidated balance sheet from which it has been derived.





s/  DELOITTE & TOUCHE LLP
-------------------------




New York, NY
January 6, 2005

                                       15

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

Third Quarter Fiscal Year 2005 (thirteen weeks ended November 27, 2004) versus
------------------------------------------------------------------------------
Third Quarter Fiscal Year 2004 (thirteen weeks ended November 29, 2003)
-----------------------------------------------------------------------

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

                              Thirteen weeks ended      Thirty-nine weeks ended
                             November     November      November      November
                             27, 2004     29, 2003      27, 2004      29, 2003
                             --------     --------      --------      --------
                                        (in thousands of dollars)
         Net Sales
         ---------
         Confectionery       $ 28,992     $ 31,819      $113,181      $119,357
         Entertainment         41,658       46,651       114,339       108,424
                             --------     --------      --------      --------
         Total               $ 70,650     $ 78,470      $227,520      $227,781
                             ========     ========      ========      ========

Net sales for the third quarter of fiscal 2005 were $70.7 million, a decrease of
$7.8  million,  or 10.0%,  from  $78.5  million  in the same  period  last year.
Stronger  foreign  currencies  versus the dollar  increased sales in the quarter
this year by $1.4 million.

Net sales of confectionery products, which include, among others, Ring Pop, Push
Pop, Baby Bottle Pop, Bazooka brand bubble gum and licensed candy products, were
$29.0 million in the third quarter of this year, a decrease of $2.8 million,  or
8.9%, from $31.8 million in fiscal 2004. Stronger foreign currencies contributed
$0.6 million to this year's  sales.  U.S.  confectionery  sales  continued to be
impacted by industry issues such as concern over childhood  nutrition and retail
consolidation.  In  particular,  sales of Baby  Bottle  Pop were  below year ago
levels.  International  confectionery  sales also declined due to lower sales of
Push Pop Flip N' Dip in Japan.

Net sales of entertainment products,  which include trading cards, sticker album
collections  and the WizKids line of strategy  games,  were $41.7 million in the
third quarter of fiscal 2005, a decrease of $5.0 million,  or 10.7%,  from $46.7
million in the same period last year.  Stronger  foreign  currencies  provided a
$0.8  million  benefit  this  year.  Lower  entertainment  sales  were in part a
function of continued  declines in the U.S. sports card market and the Company's
decision not to release  hockey  cards this year given an uncertain  NHL season.
Sales of WizKids  products were also below year ago due to one fewer release and
softer  sales  of core  products  in  general.  However,  WizKids  was  modestly
profitable  for  the  third   consecutive   quarter  after   acquisition-related
amortization  expenses.  Also,  within the entertainment  segment,  net sales of
non-sports publishing products in the quarter were above year ago due to success
of products  featuring  World Wide  Wrestling and Barbie in Europe and Star Wars
both domestically and overseas.

Gross  profit as a percentage  of net sales in the third  quarter of fiscal 2005
was 33.5% as compared  with 31.0% in the third  quarter of fiscal  2004.  Margin
improvement  was  primarily  the result of a  significant  reduction in obsolete
inventory  provisions  from  levels  taken last year at  WizKids.  In  addition,
autograph  and relic costs were below prior year due to lower U.S.  sports sales
and better utilization of these items.

SG&A  expense  was $20.4  million in the third  quarter of this year,  down from
$23.3 million in fiscal 2004.  As a percentage of net sales,  SG&A this year was
28.8%  versus  29.6% a year  ago.  Favorable  SG&A  was the  result  of  reduced
advertising and marketing costs behind U.S.  confectionery  products and etopps,
as well as cost reduction  initiatives and layoffs  instituted at WizKids at the
end of fiscal 2004. The Company intends to reinstate  advertising support behind
its U.S.  confectionery  products  to at least  historical  levels in the fourth
quarter.

Other  expense in the third quarter was $54,000 as compared with $402,000 in the
quarter last year. This improvement was largely the result of favorable exchange
on  foreign-denominated  balances.

Net  interest  income was  $883,000  in the third  quarter  of this year  versus
$445,000 last year due to higher interest rates and a higher cash balance.

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
32.1% in the quarter this year versus 10.7% in the third  quarter last year when
an  adjustment  was made in line with a  reduction  in the full year  forecasted
rate.

Net income for the third quarter of fiscal 2005 was $2.8  million,  or $0.07 per
diluted share, compared with $1.0 million, or $0.02 per diluted share last year.
Included in last year's  third  quarter  results was a WizKids loss of $0.05 per
diluted share.

                                       16
<PAGE>

Nine Months Fiscal 2005 (thirty-nine weeks ended November 27, 2004) versus Nine
-------------------------------------------------------------------------------
Months Fiscal 2004 (thirty-nine weeks ended November 29, 2003)
--------------------------------------------------------------

Net  sales in the first  nine  months of fiscal  2005  were  $227.5  million,  a
decrease of $0.3 million,  or 0.1%,  from $227.8 million in the same period last
year.  Stronger  foreign  currencies  versus the dollar  served to increase this
year's sales by $5.4 million.

Net sales of confectionery products were $113.2 million in the first nine months
of this year, a decrease of $6.2 million, or 5.2%, from $119.4 million in fiscal
2004.  Stronger  foreign  currencies  contributed  $2.2 million versus the prior
year. Domestic confectionery sales continued to be impacted by industry factors,
with Baby Bottle Pop  experiencing  the  greatest  declines  versus  prior year.
International  sales were also below last year  primarily  as a function  of the
fiscal  2004  successful  roll  out of  Flip N' Dip  Push  Pop in  Japan.  Newer
products,  particularly  Juicy  Drop Pop,  as well as Juicy Drop Chews and Juicy
Bugs,   added   incrementally  to  this  year's  sales  both  in  the  U.S.  and
internationally.

Net sales of entertainment products in the first nine months of fiscal 2005 were
$114.3 million,  an increase of $5.9 million,  or 5.5%, from $108.4 million last
year.  Stronger  foreign  currencies  added $3.2  million  this  year.  Sales of
European  sports  products  exceeded  year ago  levels  due to the  addition  of
products  featuring the European  Championship,  a soccer  tournament held every
four years, as well as to higher sales of Premier League products.  In addition,
reported  WizKids  sales  were  above  prior  year  due to the  mid-fiscal  2004
acquisition.  Finally,  sales of non-sports publishing products showed increases
driven by the success of products  featuring  WWE,  Barbie,  Pokemon and Garbage
Pail  Kids.  Sales of U. S.  sports  cards were below year ago levels due to the
decision not to produce  hockey  products in the face of labor unrest as well as
to continued industry declines.

Gross  profit as a  percentage  of net sales in the first nine  months of fiscal
2005 was 36.8% as  compared  with 35.7% for the same  period  last  year.  Lower
sports  autograph  and relic  costs and a  reduction  in  obsolescence  expenses
associated  with  WizKids  and Cool Junk  inventory  last year were the  primary
reasons for the 1.1% point margin improvement.

SG&A expense was $70.9  million for the nine months of fiscal 2005 compared with
$69.2 million in fiscal 2004. As a percent of net sales, SG&A this year of 31.1%
was 0.7%  points  higher  than last  year.  The  increase  in  dollar  costs was
primarily a function of a $1.9 million fine levied by the European Commission in
the first  quarter of this year,  a full nine months of WizKids  ownership,  and
increased  consulting and legal  expenses.  Advertising and marketing costs were
below last year for the  nine-month  period due to reduced  spending on the U.S.
confectionery  business and etopps,  partially  offset by higher spending behind
new product launches overseas.

Other income was $790,000  through  nine months this year versus  $542,000  last
year.   This  increase  was  largely  due  to  higher   licensing   income  from
confectionery brands and WizKids. The year-to-date impact of foreign exchange on
foreign  denominated  balances and forward  contracts was largely unchanged year
over year.

Net  interest  income  for the first  nine  months of fiscal  2005 was flat with
fiscal 2004 at $1.9 million.  This was a function of rising  interest  rates and
higher cash balances this year offset by interest received from the IRS on a tax
refund in the first quarter of last year.

The tax rate for the first  nine  months  this year was  32.4%,  reflecting  the
current full-year tax rate outlook, versus 32.7% for the same period last year.

Net income in the first nine months of fiscal 2005 was $10.5  million,  or $0.26
per diluted share,  compared with $9.8 million,  or $0.23 per diluted share last
year.  Excluding the impact of the European  Commission  fine, net income in the
first nine months of this year was $12.4 million, or $0.30 per diluted share.


                                       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  November  27,  2004,  the  Company  had  $116.7  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  for a term of four years,
which ended on June 26, 2004. On June 25, 2004, the credit agreement was amended
to  extend  the  expiration  date for 90 days in order to  provide  the  Company
sufficient time to complete refinancing arrangements. On September 14, 2004, the
Company  entered  into a new credit  agreement  with  JPMorgan  Chase Bank.  The
agreement  provides for a $30.0 million unsecured facility to cover revolver and
letter of credit needs and expires on September  13,  2007.  Interest  rates are
variable and a function of market  rates and 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 sell or
acquire assets or borrow additional money and places certain restrictions on the
purchase of Company  shares and the payment of dividends.  The credit  agreement
may be terminated by the Company at any point over the three-year term (provided
the Company repays all outstanding amounts thereunder) without penalty.

In October 1999, the Company's  Board of Directors  authorized the repurchase of
up to 5 million  shares of the  Company's  common stock.  In October  2001,  the
Company completed purchases against this authorization,  and the Company's Board
of Directors  authorized the repurchase of up to another 5 million shares of the
Company's common stock. During the first nine months of fiscal 2005, the Company
purchased 444,400 shares at an average price of $9.25 per share. The Company has
repurchased a total of 3.4 million shares under this authorization.

In the nine months ended  November 27, 2004,  the Company's net increase in cash
and cash equivalents was $22.9 million versus a decrease of $24.7 million in the
comparable  period of fiscal 2004. The cash use last year was largely a function
of the acquisition of WizKids.

Cash provided by operating activities through nine months of this year was $31.7
million versus $7.6 million last year.  This  improvement was primarily due to a
$9.8 million  reduction in  receivables  (versus a $4.1 million  reduction  last
year)  resulting  from the  collection  of seasonal  confectionery  and European
sports  billings  and an  increase in the  returns  reserve  related to sales of
European  entertainment  products.   Additionally,  lower  confectionery  stocks
resulted in a $2.9 million  reduction in inventories in the first nine months of
this year, versus an increase in the comparable period last year.

Cash used in investing  activities  this year  reflects  $1.7 million in capital
spending.  Last  year's  figure  of  $30.6  million  includes  the  WizKids  net
acquisition cost of $28.6 million plus $2.0 million in capital spending.  Fiscal
2005 full year capital  spending is projected  to be  approximately  $3 million,
driven by investments in Ring Pop production equipment and computer software and
hardware.  Capital  spending  will be funded  out of cash  flow  from  operating
activities.

Cash used in  financing  activities  of $8.0  million  this year  reflects  $4.9
million in cash  dividends  and $3.1  million of net treasury  stock  purchases,
which includes $1.0 million from the exercise of options. This spending compares
with an outlay of $4.7  million  last year,  comprised  of $3.3  million in cash
dividends and $1.4 million of net treasury stock purchases,  which includes $1.3
million from the  exercise of options.  Dividend  payments  and  treasury  stock
purchases are being funded out of cash flow from operating activities.

There are no material  changes  outside  the  ordinary  course of business  with
respect to the Company's  purchase  obligations as presented in the  Commitments
table included in its Annual Report on Form 10-K for the year ended February 28,
2004.

The Company does not have any off-balance  sheet  arrangements  and,  therefore,
there is no effect on its financial  condition,  changes in financial condition,
revenue or expenses, results of operations,  liquidity,  capital expenditures or
capital resources from this type of arrangement.


                                       18
<PAGE>

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

In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform Act of 1995 (the "Reform Act"),  the Company is hereby filing
cautionary  statements  identifying  important  factors  that could cause actual
results  to  differ  materially  from  those  projected  in any  forward-looking
statements  of the Company made by or on behalf of the Company,  whether oral or
written.  Among the factors  that could cause the  Company's  actual  results to
differ  materially from those indicated in any such  forward-looking  statements
are:  (i)  the  failure  of  certain  of  the  Company's   principal   products,
particularly  sports  cards,   entertainment   cards,  WizKids  strategy  games,
confectionery products 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 Company's loss
of important supply arrangements with third parties; (vi) the loss of any of the
Company's key customers or distributors;  (vii) further material  contraction in
the trading card industry as a whole;  (viii) excessive returns of the Company's
products;  (ix) civil unrest,  currency devaluation,  health-related  issues, or
political  upheaval in certain foreign  countries in which the Company  conducts
business;  and 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  judgments  that  affect the  reported  amounts of revenue,
expenses,  assets,  liabilities  and the  disclosure  of  contingent  assets and
liabilities. Actual results may differ from these estimates.

Note 1 to the  Company's  consolidated  financial  statements,  included  in its
Annual  Report on Form 10-K for the year ended  February 28,  2004,  "Summary of
Significant   Accounting  Policies,"   summarizes  its  significant   accounting
policies. Following is a summary of the critical policies and methods used.

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.

Returns  Provisions:  In  determining  the  provision  for returns,  the Company
performs an in-depth  review of wholesale and retail  inventory  levels for each
product  sold,  trends  in  product  sell-through  by sales  channel,  and other
factors.  The provision  for returns was $16.9 million in the first  thirty-nine
weeks of fiscal 2005 and $13.1  million in 2004,  which equates to 7.4% and 5.7%
of net sales,  respectively.  The  increase in the  provision  this year was the
result of higher  anticipated  returns of sticker album  products  featuring the
European  Championship,  which  occurs once every four  years,  as well as other
entertainment  properties.  An increase or decrease in the provision for returns
by 1% of net sales would decrease or increase  operating income by approximately
$2.3 million.

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 which range between three and fifteen
years. Management evaluates the recoverability of finite-lived intangible assets
under the provisions of SFAS 144  "Accounting  for the Impairment or Disposal of
Long-lived  Assets" based on the projected  undiscounted cash flows attributable
to the individual assets, among other methods.

Accrual for Obsolete  Inventory:  The Company's  accrual for obsolete  inventory
reflects the cost of items in inventory not anticipated to be sold. This accrual
is  deemed  necessary  as a result of  discontinued  items  and  packaging  or a
reduction in forecasted sales and is adjusted  periodically based on a review of
inventory levels and sales projections. The provision for obsolete inventory was
$2.9 million in the thirty-nine  weeks of fiscal 2005 and $4.6 million in fiscal
2004, which equates to 1.3% and 2.0% of net sales, respectively.  An increase or
decrease in the provision for  obsolescence by 1% of net sales would decrease or
increase operating income by approximately $2.3 million.


                                       19
<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 November  27,
2004,  the Company had  contracts  and options  which were  entered into for the
purpose of hedging  forecasted  receipts and  disbursements  in various  foreign
currencies.


                                       20
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES

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) and 15d-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.

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 most recent fiscal quarter that have materially affected, or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.  There were no significant  deficiencies or material weaknesses,  and
therefore there were no corrective actions taken.


                                       21
<PAGE>

                                     PART II

ITEM 1. LEGAL PROCEEDINGS

     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 piece of  sporting  equipment  or jersey.  After  initial  discovery,  on
     November 15, 2000, the Defendants jointly moved for summary judgment 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 brought 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 was
     returned to Judge Stotler in the Central  District of California for trial.
     On October 16, 2003, Media  Technologies  amended its complaint by alleging
     that Defendants' sale of relic cards additionally infringed U.S. Patent No.
     6,142,532  (the "532  Patent")  which was issued on November 7, 2000 and is
     similar to the 501 Patent.

     Discovery in the case  commenced  September 29, 2003 and was stayed pending
     the outcome of two summary judgment  motions filed by defendants.  On March
     17,   2004,   Topps   filed  a  motion  for  summary   judgment   based  on
     non-infringement while other defendants filed a motion for summary judgment
     based on patent  invalidity  because of prior art. Both motions were denied
     on July 26, 2004, and discovery resumed.  On September 15, 2004,  defendant
     Upper Deck Company,  LLC ("Upper  Deck") moved for a separate  trial on the
     issues of infringement,  damages,  willfulness and counterclaims,  a motion
     the other defendants  subsequently  joined.  On October 26, 2004, the court
     ruled that the patent validity issues would be tried first, before those of
     infringement.

     On October 4,  2004,  Defendants  petitioned  the  United  States  Patent &
     Trademark  Office (the "USPTO") to reexamine the  patentability of both the
     501 Patent and the 532 Patent. On October 25, 2004, Defendants also filed a
     motion with the district court requesting a stay of the proceedings pending
     the  petition  with the USPTO.  On December 2, 2004,  the court  denied the
     motion for the stay.  On December 13, 2004,  the USPTO granted the petition
     for  reexamination  of the 501 Patent and on December 15,  2004,  the USPTO
     granted the petition for  reexamination of the 532 Patent.  On December 29,
     2004,  Defendants  once  again  filed a  motion  with  the  district  court
     requesting  a stay  of the  proceedings  while  the  USPTO  reexamines  the
     patentability of the 501 Patent and the 532 Patent.

     The trial is still  currently  scheduled  for  February  2005.  An  adverse
     outcome in the litigation  could result in a substantial  liability for the
     Company.  It is not possible to determine  the  likelihood of damages or to
     estimate the range of loss, if any, and, accordingly, no provision has been
     recorded  for  this  matter  in  the  accompanying  condensed  consolidated
     financial statements.

     The Company is a defendant in several other civil actions which are routine
     and incidental to its business. In management's opinion, after consultation
     with legal  counsel,  these other actions are not likely to have a material
     adverse effect on the Company's consolidated financial statements.


                                       22
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

10.25 Amendment  to  Employment Agreement  effective  as of the 1st day of June,
      2001, by and between The Topps Company, Inc. and Arthur T. Shorin.

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

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

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


Reports on Form 8-K

     1.   Form 8-K, dated January 6, 2005, with press release,  dated January 6,
          2005, reporting the Company's fiscal 2005 third quarter earnings.



                                       23

<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 K. Jessup
                                         -----------------------
                                             Catherine K. Jessup
                                           Duly Authorized Officer

January 6, 2005


                                       24