<PAGE>


                                  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 30, 1996
                                                    -----------------
                                                           
                                       OR

[ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934
For the transition period from________________________to________________________


Commission File Number:  0-15817
                         -------

                             THE TOPPS COMPANY, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                    11-2849283
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                    One Whitehall Street, New York, NY 10004
          (Address of principal executive offices, including zip code)

                                 (212) 376-0300
              (Registrant's telephone number, including area code)













Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No  .
                                      --   --


The  number of  outstanding  shares of Common  Stock as of  January 10, 1997 was
46,685,010.


<PAGE>


                             THE TOPPS COMPANY, INC.




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


ITEM 1.  FINANCIAL STATEMENTS


                           Index                                         Page
                           -----                                         ----

         Condensed Consolidated Balance Sheets as of
           November 30, 1996 and March 2, 1996                             3

         Condensed Consolidated Statements of Operations
           for the thirteen and thirty-nine weeks ended
           November 30, 1996 and November 25, 1995                         4
           
         Condensed Consolidated Statements of Cash Flows
           for the thirty-nine weeks ended November 30, 1996 and
           November 25, 1995                                               5

         Notes to Condensed Consolidated Financial Statements              6


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                               9




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




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                 12








The condensed  consolidated financial statements for the thirty-nine weeks ended
November 30, 1996  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 8.

                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                           (Unaudited)
                                                            November       March
                                                            30, 1996      2, 1996
                                                            --------      -------
                                                            (amounts in thousands)
<S>                                                         <C>          <C>
ASSETS
------
CURRENT ASSETS:
    Cash                                                   $  30,101    $  24,154
    Accounts receivable - net                                 49,890       43,357
    Inventories                                               23,336       27,887
    Income tax receivable                                      6,217        3,008
    Deferred tax assets                                        2,158        2,598
    Prepaid expenses and other current assets                  9,811       11,267
                                                           ---------    ---------
        TOTAL CURRENT ASSETS                                 121,513      112,271
                                                           ---------    ---------

PROPERTY, PLANT, & EQUIPMENT                                  15,547       53,232
    Less:  accumulated depreciation                            3,443       21,622
                                                           ---------    ---------
        NET PROPERTY, PLANT & EQUIPMENT                       12,104       31,610
                                                           ---------    ---------

INTANGIBLE ASSETS, net of accumulated
    amortization of $34,806 and $32,844                       68,472       70,447
OTHER ASSETS                                                   3,594        2,799
                                                           ---------    ---------
        TOTAL ASSETS                                       $ 205,683    $ 217,127
                                                           =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
    Accounts payable                                       $  22,374    $  28,848
    Accrued expenses and other liabilities                    64,333       39,879
    Current portion of long-term debt                          7,500        6,800
    Income taxes payable                                       5,010        5,466
                                                           ---------    ---------
        TOTAL CURRENT LIABILITIES                             99,217       80,993

LONG-TERM DEBT, less current portion                          29,950       37,500
DEFERRED INCOME TAXES                                          3,381       11,192
OTHER LIABILITIES                                              5,400        5,592
                                                           ---------    ---------
        TOTAL LIABILITIES                                    137,948      135,277
                                                           ---------    ---------

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 47,502,510 shares,
        less 555,000 shares in Treasury Stock                    475          475
  Additional paid-in capital                                  16,812       16,812
  Treasury stock, at cost                                     (6,622)      (6,120)
  Retained earnings                                           56,187       69,719
  Minimum pension liability adjustment                          (110)        (110)
  Cumulative foreign currency adjustment                         993        1,074
                                                           ---------    ---------
    TOTAL STOCKHOLDERS' EQUITY                                67,735       81,850
                                                           ---------    ---------
    TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY                                               $ 205,683    $ 217,127
                                                           =========    =========
</TABLE>

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

                                       3
<PAGE>


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



<TABLE>
<CAPTION>

                                                                (Unaudited)
                                                Thirteen weeks ended     Thirty-nine weeks ended
                                                November     November     November     November
                                                30, 1996     25, 1995     30, 1996     25, 1995
                                                --------     --------     --------     --------
                                                    (amounts in thousands, except share data)
<S>                                          <C>          <C>          <C>          <C>

Net sales                                      $  62,491    $  69,458    $ 196,777    $ 197,551

Cost of sales                                     41,736       50,061      129,520      136,601
                                               ---------    ---------    ---------    ---------

      Gross profit on sales                       20,755       19,397       67,257       60,950

Royalties and other income                           547          919        1,785        1,860
                                               ---------    ---------    ---------    ---------

                                                  21,302       20,316       69,042       62,810

Selling, general and administrative expenses      18,069       17,644       55,680       49,361

Plant closure reserve                             30,000         --         30,000         --

Impairment loss                                    1,350         --          1,350         --
                                               ---------    ---------    ---------    ---------

      Income (loss) from operations              (28,117)       2,672      (17,988)      13,449

Interest income (expense), net                      (501)        (601)      (1,600)        (827)
                                               ---------    ---------    ---------    ---------

Income (loss) before provision for income taxes  (28,618)       2,071      (19,588)      12,622

Provision for income taxes                       (10,120)         774       (6,056)       5,680
                                               ---------    ---------    ---------    ---------

      Net income (loss)                        $ (18,498)   $   1,297    $ (13,532)   $   6,942
                                               =========    =========    =========    =========



Net income (loss) per share                        $(.39)        $.03        $(.29)        $.15



Weighted average shares outstanding           46,947,510   47,047,510   47,002,070   47,047,158

</TABLE>







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

                                       4

<PAGE>

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


<TABLE>
<CAPTION>

                                                                                  (Unaudited)
                                                                             Thirty-nine weeks ended
                                                                              November    November
                                                                              30, 1996    25, 1995
                                                                              --------    --------
                                                                             (amounts in thousands)
<S>                                                                           <C>         <C>
  Cash provided by (used for) operations:
    Net income (loss)                                                        $(13,532)   $  6,942
    Add(subtract) non-cash items included in net (loss) income:
         Plant closure reserve                                                 29,844        --
         Impairment loss                                                        1,350        --
         Depreciation and amortization                                          4,386       4,026
         Deferred income taxes                                                 (7,371)      1,709

         Change in assets and  liabilities net of effects from purchase of
              subsidiary:
              Receivables                                                      (6,531)     (4,034)
              Inventories                                                       3,549       1,017
              Income tax receivable                                            (3,207)     (4,446)
              Prepaid expenses and other current assets                         1,456         494
              Payables and other current liabilities                            4,804      (4,139)
              Other                                                            (  429)     (  172)
                                                                             --------    --------

                 Cash provided by operations                                   14,319       1,397
                                                                             --------    --------

Cash used for investing activities:
    Additions to property, plant and equipment                                 (1,020)     (1,946)
    Purchase of subsidiary, net of cash acquired                                 --       (39,998)
                                                                             --------    --------

                 Cash used for investing activities                            (1,020)    (41,944)
                                                                             --------    --------

Cash provided by (used for) financing activities:
     Proceeds from long-term debt                                                          50,000
     Payments of long-term debt                                                (6,850)    ( 3,800)
     Exercise of employee stock options                                                        20
     Purchase of treasury stock                                                (  502)       --
                                                                             --------    --------

                 Cash provided by (used for) financing activities              (7,352)     46,220
                                                                             --------    --------

Net increase in cash                                                            5,947       5,673
Cash at beginning of year                                                      24,154      17,785
                                                                             --------    --------
Cash at end of quarter                                                       $ 30,101    $ 23,458
                                                                             ========    ========



Supplemental information:
     Interest paid                                                           $  1,941    $  1,067
     Income taxes paid                                                       $  5,222    $  8,343
</TABLE>

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

                                       5

<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    THIRTY-NINE WEEKS ENDED NOVEMBER 30, 1996


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
         thirty-nine weeks ended November 30, 1996 and November 25, 1995 are not
         necessarily indicative of the results that may be expected for the year
         ending March 1, 1997. For further information refer to the consolidated
         financial  statements and notes thereto in the Company's  annual report
         for the year ended March 2, 1996.

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

2.       Acquisition

         On July 6,  1995,  the  Company  acquired  100% of the shares of Merlin
         Publishing  International  Limited  ("Merlin"),  a privately-held  U.K.
         publisher   and  marketer  of  sticker  and  album   collections   (the
         "Acquisition"). The purchase price for the Acquisition was $46,244,700.
         The Company financed the Acquisition using a $50 million term loan with
         a five-year amortization schedule provided by a syndicate of banks.

         The  Acquisition  has been  accounted for using the purchase  method of
         accounting.  The cost of the Acquisition has been allocated to tangible
         and  intangible  assets  acquired and  liabilities  assumed  based upon
         management's   estimate  of  their   respective   fair  values  at  the
         acquisition date as adjusted to reflect additional reserves for product
         returns.  Management  is  presently  finalizing  its  estimate of these
         respective fair values and may make further refinement if required. The
         excess of purchase price over the fair value of the net assets acquired
         (goodwill)  is  being  amortized  on  a  straight-line   basis  over  a
         forty-year period.

3.       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.

4.       Inventories
<TABLE>
<CAPTION>
                  (Unaudited)
                    November    March
                    30, 1996   2, 1996
                    --------   -------
                  (amounts in thousands)
<S>                 <C>       <C>

Raw materials       $ 5,995   $ 8,581
Work in process       1,164     3,221
Finished products    16,177    16,085
                    -------   -------
Total               $23,336   $27,887
                    =======   =======
</TABLE>

                                       6
<PAGE>

5.  Other Statement of Operations Charges

         During the third quarter of fiscal 1997, the Company  announced that it
         will  discontinue  operations  at  its  Duryea,   Pennsylvania  factory
         following the expiration of a labor  agreement in December  1996.  This
         will result in the severance of both union and non-union  employees and
         the outsourcing of all production  activities  previously  performed at
         that location.

         As  a  result  of  the  closing,  the  Company  recorded  a  charge  of
         $30,000,000, before applicable income tax effects. The charge consisted
         of  approximately  $16,100,000 in non-cash  write-offs  relating to the
         disposition  of  factory  and  related   equipment  and   approximately
         $13,900,000  relating to severance  and other  employee-related  costs,
         costs to hold and sell the factory and other costs of the closure.  The
         Company made $156,000 in related  payments  during the third quarter of
         fiscal 1997 with the majority of the remainder to be paid in the fourth
         quarter and fiscal 1998. The ultimate costs associated with the factory
         and related  equipment will not be finalized until their disposition is
         completed, which is expected to require in excess of a year.

         In  addition,  during  the  third  quarter,  the  Company  recorded  an
         impairment  reserve of $1,350,000 in accordance  with Statement #121 of
         the  Financial  Accounting  Standards  Board for the  impairment of its
         factory in Cork, Ireland.

         As a result of these charges for Duryea and Cork, net income (loss) for
         the period was  adversely  impacted  by  $20,436,000  ($.43 per share),
         after applicable income tax effects.


                                       7

<PAGE>

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


Board of Directors and Stockholders
The Topps Company, Inc.


We have made a review of the accompanying  condensed  consolidated balance sheet
of The Topps Company, Inc. and subsidiaries, (the "Company"), as of November 30,
1996, and the related condensed  consolidated  statements of operations and cash
flows for the thirty-nine  week periods ended November 30, 1996 and November 25,
1995, in accordance with the 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  making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially less in scope than an audit conducted in accordance with generally
accepted  auditing  standards,  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 March 2, 1996,
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 27, 1996, 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 March 2, 1996 is fairly
stated, in all material respects,  in relation to the consolidated balance sheet
from which it has been derived.





DELOITTE & TOUCHE LLP



December 20, 1996

                                       8
<PAGE>


ITEM 2.  Management's  Discussion  and Analysis of Financial  Condition and
         ------------------------------------------------------------------
         Results of Operations
         ---------------------

Three Months Ended  November 30, 1996  Compared with the Three Months Ended
---------------------------------------------------------------------------
November 25, 1995
-----------------

Net sales for the third quarter of fiscal 1997 decreased  10.0%,  to $62,491,000
from $69,458,000 for the same period last year. The decrease resulted from lower
net sales of  entertainment  products  (sticker  album  collections  and cards),
partially  offset by increased  sales of baseball  products and lower returns of
sports products, in general.

Gross profit as a  percentage  of net sales for the third  quarter  increased to
33.2% from 27.9% for the same period last year. Improved margins were the result
of reduced  material  and labor costs in the U.S.  and  Ireland,  as well as the
Company's  ongoing cost  reduction  efforts,  particularly  in the areas of card
design and inventory obsolescence.

Selling,  general and  administrative  expenses for the third  quarter of fiscal
1997 increased to $18,069,000 or 28.9% of net sales,  from  $17,644,000 or 25.4%
for the same period last year. This increase  occurred  primarily as a result of
higher selling expenses and the costs associated with the start-up of operations
in certain foreign markets.

As  a  result  of  the  cessation  of  manufacturing  activity  at  its  Duryea,
Pennsylvania   plant,  the  Company  established  a  plant  closure  reserve  of
$30,000,000  in the third  quarter of fiscal  1997.  The reserve  consisted of a
$16.1 million fixed asset  write-off plus a $13.9 million reserve for exit costs
including employee  severance.  The Company has begun the transition  associated
with  outsourcing  Bazooka  bubble  gum and has  begun  cutting,  collating  and
packaging its card products at third-party manufacturers in the U.S.

In  compliance  with  Statement No. 121 of the  Financial  Accounting  Standards
Board,  the  Company  recorded an  impairment  loss of  $1,350,000  in the third
quarter of fiscal 1997 related to long-lived assets at its Cork,  Ireland plant.
The write-off brings the carrying value of the plant in line with the fair value
of the assets.

The decrease in net interest  expense to $501,000 in the third quarter of fiscal
1997,  from $601,000 last year, was  attributable  to a reduction in outstanding
debt as the Company continues to make scheduled  principal  payments on its term
loan.

In the third quarter of fiscal 1997, the Company  reported an effective tax rate
of 35.4%  compared  to a tax rate of 37.4% for the same  period a year ago.  The
lower tax rate this year was driven  primarily  by the impact of  non-deductible
items on the  Company's  pre-tax  loss this year  versus the  Company's  pre-tax
income in the prior year.

Net income (loss) for the third quarter of fiscal 1997  including  plant-related
charges  described  above was  $(18,498,000),  or $(0.39) per share, as compared
with $1,297,000, or $0.03 per share for the same period last year. Excluding the
plant-related  charges,  net income for the third  quarter  this year would have
been $1,937,000, or $0.04 per share.


Nine Months  Ended  November 30, 1996  Compared  with the Nine Months Ended
---------------------------------------------------------------------------
November 25, 1995
-----------------

Net sales for the nine  months  ended  November  30,  1996  decreased  0.4%,  to
$196,777,000  from  $197,551,000  for the same  period last year.  The  decrease
resulted from lower sales of sports card products other than baseball,  and to a
lesser  extent,  lollipops,  partially  offset  by  stronger  sales of  baseball
products  and the impact of a full nine months of Merlin,  which was acquired in
July 1995.

Gross profit as a percentage of net sales for the nine months increased to 34.2%
as compared with 30.9% for the same period last year. The margin improvement was
the result of lower  material  and labor  costs in both the U.S.  and Ireland as
well as lower costs for card design.

                                       9
<PAGE>
Selling, general and administrative expenses ("S,G&A") for the nine months ended
November  30,  1996  increased  to  $55,680,000,  or  28.3% of net  sales,  from
$49,361,000,  or 25.0%  for the same  period a year  ago.  The  dollar  increase
occurred  primarily as a result of the  acquisition  of Merlin.  The increase in
S,G&A as a percentage  of net sales was due to selective  additions of sales and
other  personnel,  the  Merlin  acquisition  and the costs  associated  with the
start-up of operations in certain foreign markets.

As  a  result  of  the  cessation  of  manufacturing  activity  at  its  Duryea,
Pennsylvania   plant,  the  Company  established  a  plant  closure  reserve  of
$30,000,000  in the third  quarter of fiscal  1997.  The reserve  consisted of a
$16.1 million fixed asset  write-off plus a $13.9 million reserve for exit costs
including employee  severance.  The Company has begun the transition  associated
with  outsourcing  Bazooka  bubble  gum and has  begun  cutting,  collating  and
packaging its card products at third-party manufacturers in the U.S.

In  compliance  with  Statement No. 121 of the  Financial  Accounting  Standards
Board,  the  Company  recorded an  impairment  loss of  $1,350,000  in the third
quarter of fiscal 1997 related to long-lived assets at its Cork,  Ireland plant.
The write-off brings the carrying value of the plant in line with the fair value
of the assets.

The  increase in net  interest  expense for the first nine months of fiscal
1997, to $1,600,000 from $827,000, was a function of debt incurred as a result 
of the Merlin acquisition.

For the nine months ended November 30, 1996,  the Company  reported an effective
tax rate of 30.9%  compared  to a tax rate of 45.0%  for the same  period a year
ago.   The  lower  rate  this  year  is  driven   primarily  by  the  impact  of
non-deductible  items  on the  Company's  pre-tax  loss  this  year  versus  the
Company's pre-tax income in the prior year.

Net  income  (loss)  for the nine  months  ended  November  30,  1996  including
plant-related  charges described above was $(13,532,000),  or $(0.29) per share,
as compared with  $6,942,000,  or $0.15 per share for the same period last year.
Excluding  the  plant-related  charges,  net  income for the nine  months  ended
November 30, 1996 would have been $6,904,000, or $0.15 per share.

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

On June 30, 1995, the Company  entered into a $65 million credit  agreement (the
"Credit  Agreement")  with a syndicate of banks which consisted of a $50 million
term loan to finance  the  Merlin  acquisition,  a $2  million  letter of credit
facility  and a $13  million  revolving  credit  facility to be used for working
capital and general corporate  purposes.  Interest rates are variable on half of
the outstanding  principal and, as a result of swap  transactions,  fixed on the
remaining  balance for two years,  commencing  April 1996. 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 (other than  through the  revolving
facility,)  and  prohibits  the payment of  dividends.  The Credit  Agreement is
secured by a pledge of 65% of the stock of Merlin. In November 1996, the Company
renegotiated  certain financial  covenants  contained in the Credit Agreement in
order to reflect the plant-related charges.

On June 27,  1996,  the  Company  announced  that its  Board  of  Directors  had
authorized  the  repurchase of up to 2,000,000  shares of its common stock.  The
total number of shares to be repurchased and the price the Company will pay will
depend on a variety of factors,  including  prevailing market conditions.  As of
January 8, 1997, the Company had  repurchased  337,500  shares  pursuant to this
authorization at an average per share price of $4.50.

As of November 30, 1996, the Company had $30,101,000 in cash, and $37,450,000 in
debt as a result of the Merlin acquisition. Management believes, in light of the
Company's  borrowing capacity and cash on hand as of November 30, 1996, that the
Company has adequate  means to meet its working  capital,  capital  expenditure,
interest and principal repayment requirements for the foreseeable future.

                                       10

<PAGE>

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

In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform  Act  of  1995,  the  Company  is  hereby  filing  cautionary
statements  identifying  important factors that could cause the Company's actual
results  to  differ  materially  from  those  projected  in any  forward-looking
statements made by, or on behalf of, the Company, whether oral or written. Among
these  factors  are  the  following:   (i)  significant  changes  in  production
requirements;  (ii)  significant and unexpected  changes in the costs related to
closure of the Duryea plant;  (iii) the result of charges filed by the Company's
labor  union;  (iv)  quarterly   fluctuations  in  results;  (v)  the  Company's
dependence on licensing and supply  arrangements  with third  parties;  (vi) the
further prolonged and material  contraction in the trading card industry;  (vii)
excessive  returns  of  the  Company's  products;   and  (viii)  the  effect  of
restrictions  and  financial  convenants  imposed  by the  Company's  bank  loan
agreement,  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.

                                       11
<PAGE>

                             THE TOPPS COMPANY, INC.

                                     PART II

                                OTHER INFORMATION



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

      10.28 - Amendment Number 2 to Credit Agreement

                                       12
<PAGE>


                                    SIGNATURE





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


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



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












January 14, 1997





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