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

                                    FORM 10-Q


(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended May 28, 2005

                                       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:  000-15817


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


                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   11-2849283
                      (I.R.S. Employer 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 12(b)-2 of the Act). Yes X No _. -


The  number  of  outstanding  shares  of  Common  Stock  as of July 5,  2005 was
40,511,639.

<PAGE>

                             THE TOPPS COMPANY, INC.
                                AND SUBSIDIARIES



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


ITEM 1.  FINANCIAL STATEMENTS


                                Index                                   Page
                                ----                                    ----

        Condensed  Consolidated  Balance Sheets as of May 28,
         2005 (unaudited) and February 26, 2005                           3

        Condensed Consolidated Statements of Operations for the
         thirteen weeks ended May 28, 2005 and May 29, 2004               4

        Condensed Consolidated Statements of Comprehensive Income
         for the thirteen weeks ended May 28, 2005 and May 29, 2004       5

        Condensed Consolidated Statements of Cash Flows for the
         thirteen weeks ended May 28, 2005 and May 29, 2004               6

        Notes to Condensed Consolidated Financial Statements              7

        Report of Independent Registered Public Accounting Firm          14


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS                    15


ITEM 3.  DISCLOSURES ABOUT MARKET RISK                                   19


ITEM 4.  CONTROLS AND PROCEDURES                                         20


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

ITEM 1.  LEGAL PROCEEDINGS                                               21

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             22

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



                                       2

<PAGE>


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


                                                        (Unaudited)
                                                            May        February
                                                          28, 2005     26, 2005
                                                          --------     --------
                                                          (amounts in thousands,
                                                            except share data)

ASSETS
------
CURRENT ASSETS:
  Cash and cash equivalents ..........................   $  22,048    $  36,442
  Short-term investments .............................      70,881       69,955
  Accounts receivable - net ..........................      27,560       27,851
  Inventories ........................................      37,949       32,936
  Income tax receivable ..............................         327          338
  Deferred tax assets ................................       4,025        3,616
  Prepaid expenses and other current assets ..........      13,113       14,541
                                                         ---------    ---------
        TOTAL CURRENT ASSETS .........................     175,903      185,679

PROPERTY, PLANT AND EQUIPMENT ........................      35,656       34,983
  Less:  accumulated depreciation and amortization ...      23,125       22,430
                                                         ---------    ---------
        NET PROPERTY, PLANT AND EQUIPMENT ............      12,531       12,553

GOODWILL .............................................      67,566       67,566
INTANGIBLE ASSETS, net of accumulated amortization ...       8,095        8,544
DEFERRED TAX ASSETS ..................................       4,502        4,222
OTHER ASSETS .........................................      13,281       11,847
                                                         ---------    ---------
        TOTAL ASSETS .................................   $ 281,878    $ 290,411
                                                         =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
  Accounts payable ...................................   $  12,166    $  12,658
  Accrued expenses and other liabilities .............      22,566       27,485
  Income taxes payable ...............................       6,526        7,390
                                                         ---------    ---------
        TOTAL CURRENT LIABILITIES ....................      41,258       47,533

OTHER LIABILITIES ....................................      23,918       23,689
                                                         ---------    ---------
        TOTAL LIABILITIES ............................      65,176       71,222
                                                         ---------    ----------

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 May 28, 2005 and February 26, 2005 ....         492          492

  Additional paid-in capital .........................      28,333       28,293

  Treasury stock, 8,790,000 shares as of both
  May 28, 2005 and February 26, 2005, respectively ...     (85,060)     (85,060)

  Retained earnings ..................................     274,505      275,226
  Accumulated other comprehensive (loss) income
  net of tax .........................................      (1,568)         238
                                                          ---------    ---------
        TOTAL STOCKHOLDERS' EQUITY ...................     216,702      219,189
                                                         ---------    ---------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...   $ 281,878    $ 290,411
                                                         =========    =========

See Notes to Condensed Consolidated Financial Statements.



                                       3

<PAGE>


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


                                                       (Unaudited)
                                                   Thirteen weeks ended
                                                May 28, 2005   May 29, 2004
                                                ------------   ------------
                                                   (amounts in thousands,
                                                     except share data)

Net sales ...................................      $ 78,866      $ 88,089

Cost of sales ...............................        51,192        54,290
                                                   --------      --------
      Gross profit on sales .................        27,674        33,799

Other income, net ...........................           952           433

Selling, general and administrative expenses         28,229        28,593
                                                   --------      --------
     Income from operations .................           397         5,639

Interest income, net ........................           739           484
                                                   --------      --------
Income before provision for income taxes ....         1,136         6,123

Provision for income taxes ..................           239         2,021
                                                   --------      --------
                  Net income ................      $    897      $  4,102
                                                   ========      ========

Net income per share - basic ................      $   0.02      $   0.10
                     - diluted ..............          0.02          0.10

Weighted average shares outstanding - basic .    40,455,000    40,567,000
                                    - diluted    41,255,000    41,372,000




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
                                                      May           May
                                                    28, 2005     29, 2004
                                                    --------     --------
                                                    (amounts in thousands)


        Net income ........................        $    897     $  4,102

        Currency translation adjustment ...          (1,806)       (867)
                                                   ---------    --------

        Comprehensive income ..............        $  ( 909)    $  3,235
                                                   ========     ========



































See Notes to Condensed Consolidated Financial Statements.



                                       5
<PAGE>


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


                                                               (Unaudited)
                                                          Thirteen weeks ended
                                                            May           May
                                                          28, 2005     29, 2004
                                                          --------     --------
                                                          (amounts in thousands)


Cash flows from operating activities:
  Net income ...........................................   $    897    $ 4,102
  Adjustments to reconcile net income to cash flow
  provided by (used in) operating activities:
  Depreciation and amortization ........................      1,431      1,592
  Deferred income taxes ................................       (689)       227

Changes in operating assets and liabilities:
  Accounts receivable ..................................        291     (2,231)
  Inventories ..........................................     (5,013)    (2,976)
  Income tax receivable/payable ........................       (853)     1,727
  Prepaid expenses and other current assets ............      1,428      1,783
  Payables and other current liabilities ...............     (5,411)     2,706
  Cumulative foreign currency adjustment and other .....     (1,516)      (176)
                                                            --------   --------
     Cash (used in) provided by operating activities ...     (9,435)      6,754
                                                            --------   --------
Cash flows from investing activities:
  Net purchases of short-term investments ..............       (926)     (5,210)
  Additions to property, plant and equipment ...........       (673)       (747)
                                                            --------   --------
      Cash used in investing activities ................     (1,599)     (5,957)
                                                            --------   --------
Cash flows from financing activities:
  Dividends paid to stockholders .......................     (1,618)     (1,625)
  Purchase of treasury stock, exercise of stock
  options, and stock compensation.......................         40      (1,277)
                                                            -------    --------
      Cash used in financing activities ................     (1,578)     (2,902)

Effect of exchange rates on cash and cash equivalents ..     (1,782)       (569)

Net (decrease) increase in cash and cash equivalents ...   $(14,394)   $ (2,674)

Cash and cash equivalents at beginning of period .......   $ 36,442    $ 56,959
                                                           ---------   ---------
Cash and cash equivalents at end of period .............   $ 22,048    $ 54,285
                                                           =========   =========

Supplemental disclosure of cash flow information:

  Interest paid ........................................   $     28    $     58

  Income taxes paid ....................................   $  1,123    $    897



See Notes to Condensed Consolidated Financial Statements.


                                       6
<PAGE>


                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    AS OF MAY 28, 2005 AND FEBRUARY 26, 2005
         AND FOR THE THIRTEEN WEEKS ENDED MAY 28, 2005 AND MAY 29, 2004


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  periods ended May 28, 2005 and May
     29, 2004 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 26, 2005.

     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 in accordance  with SFAS 123,  "Accounting for Stock-Based
     Compensation," is shown below:


                                    May 28, 2005               May 29, 2004
                              -----------------------   ------------------------
                              As reported   Pro forma   As reported   Pro forma
                              -----------------------   ------------------------
     Net income, as reported    $   897       $   897     $ 4,102      $ 4,102
     Less: Stock-based
           employee compensation     --          (116)                    (141)
     Pro forma net income ..... $   897       $   781     $ 4,102      $ 3,961
     Earnings per share:
       Basic .................  $  0.02       $  0.02     $  0.10      $  0.10
       Diluted ...............  $  0.02       $  0.02     $  0.10      $  0.10



     Options  have an exercise  price equal to the closing  market  price on the
     date prior to the grant date and typically  vest over a three-year  period.
     No options were issued in the first quarter of fiscal 2006. With respect to
     options  issued in prior years,  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,  risk-free interest rate,  estimated  volatility and expected
     life  as  follows:   fiscal  2005  options  -  4.4%,  32%  and  5.8  years,
     respectively; fiscal 2004 options - 4.4%, 38% 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)
                                            May        February
                                          28, 2005     26, 2005
                                          --------     --------
                                          (amounts in thousands)

        Gross receivables .............   $ 51,574     $ 51,265
        Reserve for returns ...........    (21,293)     (20,824)
        Other reserves ................     (2,721)      (2,590)
                                          --------     --------
           Net receivables ............   $ 27,560     $ 27,851
                                          ========     ========

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


4.   Inventories
     -----------

                                         (Unaudited)
                                            May        February
                                          28, 2005     26, 2005
                                          --------     --------
                                          (amounts in thousands)

        Raw materials ..................  $  8,881     $  7,468
        Work in process ................     4,934        3,703
        Finished products ..............    24,134       21,765
                                          --------     --------
             Total inventories .........  $ 37,949     $ 32,936
                                          ========     ========


5.   Segment Information
     -------------------


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

     The Confectionery segment consists of a variety of candy products including
     Ring Pop, Push Pop, Baby Bottle Pop and Juicy Drop Pop, the Bazooka  bubble
     gum line and confectionery  products based on licensed characters,  such as
     Pokemon and Yu-Gi-Oh!.

     The  Entertainment  segment  includes  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, historically, the National Hockey League, as
     well  as  characters  from  popular  films,   television  shows  and  other
     entertainment properties, from time to time. 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 results
     from  WizKids,  a designer and marketer of strategy  games that the Company
     acquired in July 2003.


                                        8

<PAGE>

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

     The majority of the  Company's  assets are shared across both segments and,
     accordingly,  the Company's Chief  Executive  Officer 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.

                                         Thirteen weeks ended
                                           May           May
                                        28, 2005      29, 2004
                                        (amounts in thousands)
Net Sales
---------
Confectionery                           $ 44,039     $ 44,207
Entertainment                             34,827       43,882
                                        --------     --------
  Total                                 $ 78,866     $ 88,089
                                        ========     ========

Contributed Margin
------------------
Confectionery                           $ 11,840     $ 13,002
Entertainment                              8,281       13,428
                                        --------     --------
  Total                                 $ 20,121     $ 26,430
                                        ========     ========


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

Total contributed margin                $ 20,121     $ 26,430
Unallocated general and
 administrative expense
 and manufacturing overhead              (19,245)     (19,632)
Depreciation and amortization             (1,431)      (1,592)
Other income, net                            952          433
                                        ---------    ---------
Income from operations                       397        5,639
Interest income, net                         739          484
                                        ---------    ---------
Income before provision
 for income taxes                       $  1,136     $  6,123
                                        =========    =========



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.  To-date under these two programs, the Company
     has purchased 8,390,700 shares.


                                       9

<PAGE>


7.   Credit Agreement
     ----------------

     The Company  entered into a credit  agreement with Chase  Manhattan Bank on
     September 14, 2004.  The agreement  provides for a $30.0 million  unsecured
     facility  to cover  revolver  and  letter of credit  needs and  expires  on
     September  13,  2007.  With the  exception  of $2.1  million  set aside for
     letters of credit, the entire credit line was available as of May 28, 2005.

     Interest  rates are variable and are a function of the  Company's  earnings
     before  interest,  taxes,  depreciation and  amortization  ("EBITDA").  The
     credit  agreement  contains  restrictions  and  prohibitions  of  a  nature
     generally  found in loan  agreements of this type and requires the Company,
     among other things, to comply with certain financial covenants,  limits the
     Company's  ability to  repurchase  its  shares,  sell or acquire  assets or
     borrow additional  money.  There was no debt outstanding as of February 26,
     2005 or May 28, 2005.

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.  Intangible assets as of May 28,
     2005 and February 26, 2005 were as follows:

<TABLE>
<CAPTION>
                                            (Unaudited)
                                            May 28, 2005                     February 26, 2005
                                                         (amounts in thousands)
                                    Gross                           '   Gross
                                  Carrying   Accumulated            ' Carrying    Accumulated
                                    Value   Amortization     Net    '   Value    Amortization     Net
                                  --------  ------------  --------  ' --------   ------------  --------
<S>                               <C>        <C>          <C>         <C>         <C>          <C>
Licenses and Contracts ........   $ 21,569   $(18,109)    $  3,460  ' $ 21,569    $(17,942)    $ 3,627
Intellectual Property .........     18,784    (14,542)       4,242  '   18,784     (14,284)      4,500
Software and Other ............      2,953     (2,835)         118  '    2,953     ( 2,811)        142
Min. Pension Liab. ............        275       --            275  '      275          --         275
                                  --------   ---------    --------  ' --------     ---------   --------
Total Intangibles .............   $ 43,581   $(35,486)    $  8,095  ' $ 43,581     $(35,037)   $ 8,544
                                  ========   =========    ========  ' ========     =========   ========
</TABLE>


                                       10
<PAGE>


     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                5.4 years
        Intellectual Property          6 years                4.4 years
        Software and Other             5 years                1.5 years

     The weighted  average  remaining  useful life for the Company's  intangible
     assets in  aggregate  is 4.8 years.  Over the next five years,  the Company
     estimates annual amortization of the intangible assets detailed above to be
     as follows:

                                    Fiscal Year                 Amount
                                    -----------                 ------
                                                            (in thousands)
                                        2006                  $   1,797
                                        2007                  $   1,750
                                        2008                  $   1,703
                                        2009                  $   1,703
                                        2010 and thereafter   $   1,591

     In addition to the  amortization  of  intangibles  listed  above,  reported
     amortization  expense,  which was  $595,000  and  $655,000 for the thirteen
     weeks  ended  May  28,  2005  and  May  29,  2004,  respectively,  included
     amortization of deferred financing fees and deferred compensation costs.


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. The court awarded summary judgment
     to the  Defendants on the grounds that the named  Plaintiff  (Telepresence,
     Inc.) did not have standing to sue and the  litigation  was dismissed  with
     prejudice on March 28, 2001.

     After the  dismissal,  the 501 Patent was  assigned to Media  Technologies,
     Inc.  which 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.  The court once again  granted
     summary  judgment  and  dismissed  the case  with  prejudice.  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.

     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.  On October 4, 2004,  Defendants  petitioned  the United
     States Patent & Trademark Office (the "PTO") 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 PTO. On December 2, 2004,  the
     court denied the motion for the stay. In mid-December,  the PTO granted the
     petition  for  reexamination  of  the  501  and  532  Patents.   Plaintiffs
     petitioned  the PTO to vacate  the  reexaminations  and also  filed  papers
     requesting   the  PTO,  in  the  event  it  decides  to  proceed  with  the
     reexamination, to hold its claims patentable.


                                       11

<PAGE>


     On  December  29,  2004,  Defendants  once  again  filed a motion  with the
     district  court  requesting  a  stay  of  the  proceedings  while  the  PTO
     reexamined  the  patentability  of the 501 Patent and the 532 Patent.  That
     motion was denied on  February  28,  2005,  along  with  another  motion to
     dismiss  the case based on lack of  standing.  On May 23,  2005 the Company
     entered into a settlement agreement with Media Technologies,  Inc. in which
     it paid Media Technologies,  Inc. a sum of $2,000,000.  Plaintiff agreed to
     dismiss  all  claims  against  the  Company  and to issue a license  to the
     Company to  distribute  relic cards for seven  years.  The Company  further
     agreed that under  certain  conditions  which may arise in the  future,  it
     would make additional payments to Media  Technologies,  Inc. as part of the
     ongoing  license.  The Company has  accounted for the payment as an advance
     against future royalties which will be amortized over the next seven years.

     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 will not have a material  adverse
     effect on the Company's financial condition or results of operations.


11.  Employee Benefit Plans
     ----------------------

     The components of net periodic  benefit costs for the thirteeen weeks ended
     May 28, 2005 and May 29, 2004 are as follows:


                                                               Postretirement
                                               Pension           Healthcare
--------------------------------------------------------------------------------
                                             May      May       May       May
                                          28, 2005  29, 2004  28, 2005  29, 2004
--------------------------------------------------------------------------------
                                                (amounts in thousands)

     Service cost                          $ 399     $ 345      $  93    $  82
     Interest cost                           618       594        143      161
     Expected return on plan assets         (551)     (534)        -        -
     Amortization of:
        Initial transition obligation       ( 16)     ( 15)        50       50
        Prior service cost                    13        33         -        -
        Actuarial losses                     238       179         10       27
                                           -----     -----      -----    -----
     Net periodic benefit cost             $ 701     $ 602      $ 296    $ 320
--------------------------------------------------------------------------------

     The fiscal 2006 costs are estimates based on using  actuarial  assumptions,
     and actual costs will be adjusted accordingly during the year.


                                       12

<PAGE>

12.  Recently Issued Accounting Pronouncements
     -----------------------------------------

     On December 16, 2004,  the Financial  Accounting  Standards  Board ("FASB")
     issued  Statement  of  Financial  Accounting  Standards  123  ("SFAS  123")
     (revised  2004),   Share-Based  Payments,  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.  The SEC has since extended the date to be effective for fiscal years
     beginning after June 5, 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(r) (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 FASB Staff  Position  ("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.  The range of
     possible  amounts the Company is considering  for  repatriation  under this
     provision is between zero and $11 million.  The related  potential range of
     income tax effects is between zero and $0.4 million.

13.  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 these types of arrangements.


                                       13
<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 May 28, 2005, and the
related condensed consolidated  statements of operations,  comprehensive income,
and cash flows for the  thirteen  week  periods  ended May 28,  2005 and May 29,
2004. These interim financial statements are the responsibility of the Company's
management.

We conducted  our reviews in  accordance  with  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 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 standards of the Public Company
Accounting  Oversight Board (United States),  the consolidated  balance sheet of
The Topps  Company,  Inc. and  subsidiaries  as of February  26,  2005,  and the
related  consolidated   statements  of  operations,   stockholders'  equity  and
comprehensive  income,  and cash flows for the year then  ended  (not  presented
herein);  and in our report dated May 10, 2005, (May 23, 2005 as to Note 22), we
expressed an unqualified opinion on those consolidated financial statements.  In
our  opinion,   the  information  set  forth  in  the   accompanying   condensed
consolidated  balance  sheet as of February  26, 2005 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, New York
July 6, 2005


                                       14
<PAGE>

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


First Quarter Fiscal Year 2006 (thirteen weeks ended May 28, 2005) versus First
Quarter Fiscal Year 2005 (thirteen weeks ended May 29, 2004)
------------------------------------------------------------

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

                              Thirteen weeks ended
                                May            May
                              28, 2005      29, 2004
                              --------      --------
                              (amounts in thousands)
         Net Sales
         ---------
         Confectionery        $ 44,039      $ 44,207
         Entertainment          34,827        43,882
                                ------        ------
         Total                $ 78,866      $ 88,089
                              ========      ========


Net sales for the first quarter of fiscal 2006 were $78.9 million, a decrease of
$9.2  million,  or 10.5%,  from $88.1 million in the same period in fiscal 2005.
Stronger  foreign  currencies  versus the dollar  increased sales in the quarter
this year by $1.5 million.

Net sales of confectionery products, which include, among others, Ring Pop, Push
Pop,  Baby Bottle Pop,  Juicy Drop Pop,  Bazooka  brand  bubble gum and licensed
candy products, were $44.0 million in the first quarter of this year, a decrease
of $0.2 million,  or 0.4%, from $44.2 million in fiscal 2005.  Stronger  foreign
currencies contributed $0.8 million to this year's sales. Confectionery sales in
the first  quarter  of fiscal  2006 were  impacted  by the  timing of the Easter
holiday,  which fell in March 2005  (fourth  quarter)  versus  April 2004 (first
quarter).   Excluding  the  Easter  impact,   consolidated  confectionery  sales
increased 4.0%. In the first quarter of fiscal 2006, sales were also affected by
the  discontinuation  of our chewy products and the maturation of Juicy Drop Pop
in Japan, offset by significant distribution gains of Juicy Drop Pop in the U.S.
and the roll out of new products including Mega Mouth Spray in Europe and Japan.
Crunchy  Snakes in Europe and Bazooka  Booster in a number of markets around the
world, added to sales in the first quarter of fiscal 2006, as well.

Net sales of entertainment products,  which include trading cards, sticker album
collections  and the WizKids line of strategy  games,  were $34.8 million in the
first quarter of fiscal 2006, a decrease of $9.1 million,  or 20.6%,  from $43.9
million in the same period in fiscal 2005.  Stronger foreign currencies provided
a $0.7 million benefit this year. Fiscal 2006 results reflect the absence of the
European  Championship  which  occurs  once every four years and lower  sales of
European sports stickers and U.S. sports cards.  Sales of non-sports  publishing
products in the quarter  surpassed year ago levels,  driven by cards and sticker
album  products  featuring  the new Star Wars film,  as well as WWE  products in
Italy.  Also  within  the  entertainment  segment,  sales  of  WizKids  products
increased over the first quarter of fiscal 2005, reflecting the success of their
new Pirates constructible strategy game products.

Gross  profit as a percentage  of net sales in the first  quarter of fiscal 2006
was 35.1% as  compared  with 38.4% in the first  quarter of fiscal  2005.  Lower
margins this year were a function of several factors: the sales mix shift toward
lower-margin  confectionery products; the introduction of enhanced confectionery
products,  such as Jumpin' Push Pop and Bubble Gum Booster, which have generally
below-average  gross  margins;  increased  trade  spending  in the form of price
support to the trade as the Company transitions to higher confectionery pricing;
and a reduction in sales per sports card release.

SG&A expense was $28.2  million in the first  quarter of fiscal 2006,  down from
$28.6 million in fiscal 2005.  As a percentage  of net sales,  SG&A in the first
quarter of fiscal  2006 was 35.8% as  compared  with 32.5% in the same period in
fiscal 2005. Excluding the European fine reported in the first quarter of fiscal
2005,  SG&A last year was $26.7 million,  or 30.3% sales.  Higher  merchandising
costs  associated  with our new U.S.  confectionery  broker  arrangement  and an
increase in professional  fees  specifically  related to the Media  Technologies
litigation  settled in the quarter,  the  recently  resolved  proxy  contest and
strategic  consulting  initiatives  also served to increase  SG&A in this year's
quarter.


                                       15
<PAGE>


Other  expense in the first quarter of fiscal 2006 was $952,000 as compared with
$433,000  in the  quarter  last year.  This  increase  was largely the result of
favorable mark-to-market adjustments on forward contracts this year.

Net  interest  income was  $739,000  in the first  quarter of fiscal 2006 versus
$484,000 in the first quarter of fiscal 2005 due to higher interest rates.

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
21.1% in the first quarter of fiscal 2006 versus 33.0% in the quarter last year,
a function of the  non-deductible  European fine reported last year and a higher
mix of earnings this year in low tax rate international markets.

Net income for the first quarter of fiscal 2006 was $0.9  million,  or $0.02 per
diluted  share,  compared with $4.1 million,  or $0.10 per diluted share for the
first quarter of fiscal 2005.



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 May 28,  2005,  the  Company  had $92.9  million  in  combined  cash and cash
equivalents and short-term investments.

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.  The  Company has  repurchased  a total of 3.4 million
shares under this second  authorization  and a total of 8.4 million shares under
both authorizations.

Cash used in operating  activities  during the first  quarter of fiscal 2006 was
$9.4 million  versus cash  provided of $6.8 million  during the first quarter of
fiscal 2005. This change was primarily due to a reduction in net income,  a $5.0
million increase in inventories compared with a $3.0 million increase last year,
and a reduction  in payables  this year  stemming,  in part,  from the timing of
payments  for  inventory  and to tax  payments in the U.S.  and in Europe.  A $2
million  payment in settlement of the Media  Technologies,  Inc.  litigation was
accounted for principally as a long-term  advance  against future  royalties and
increased other assets.


                                       16

<PAGE>

Cash used in investing activities in the first quarter of fiscal 2006 reflects a
$0.9  million  increase in short term  investments,  as well as $0.7  million in
capital  spending,  which was flat versus the first quarter of fiscal 2005. Full
year fiscal 2006 capital  spending is projected to be  approximately $3 million,
driven  by  investments  in  computer  software  and  hardware  and in Ring  Pop
production  equipment.  Capital  spending  will be funded  out of cash flow from
operating activities.

Cash used in financing activities of $1.6 million in the first quarter of fiscal
2006 reflects a quarterly  cash dividend of $0.04 per share,  the same as in the
first quarter of fiscal 2005.  There were no treasury stock purchases or options
exercised  in the  first  quarter  this  year,  versus a net use of cash of $1.3
million for these  activities last year.  There was $40,000 in restricted  stock
issued in  connection  with outside  directors'  compensation  recognized in the
quarter.

There were no material  changes  outside the ordinary  course of business in the
first quarter of fiscal 2006 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 26, 2005.

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.



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

In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform Act of 1995 (the "Reform Act"),  the Company is hereby filing
cautionary  statements  identifying  important  factors  that could cause actual
results  to  differ  materially  from  those  projected  in any  forward-looking
statements  of the Company made by or on behalf of the Company,  whether oral or
written.  Among the factors  that could cause the  Company's  actual  results to
differ  materially from those indicated in any such forward  statements are: (i)
the failure of certain of the Company's principal products,  particularly sports
cards,  entertainment  cards,  lollipops,  sticker album collections and WizKids
games, to achieve expected sales levels; (ii) the Company's inability to produce
timely, or at all, certain new planned confectionery  products;  (iii) quarterly
fluctuations  in  results;  (iv)  the  Company's  loss  of  important  licensing
arrangements;  (v) the failure of etopps,  the  Company's  on-line  trading card
initiative,  to achieve  expected levels of success;  (vi) the Company's loss of
important supply  arrangements with third parties;  (vii) the loss of any of the
Company's key customers or distributors;  (viii) further  prolonged and material
contraction in the trading card industry as a whole;  (ix) excessive  returns of
the   Company's   products;   (x)  and  civil  unrest,   currency   devaluation,
health-related  issues,  or political  upheaval in certain foreign  countries in
which the Company conducts  business;  as well as other risks detailed from time
to time in the  Company's  reports and  registration  statements  filed with the
Securities and Exchange Commission.


                                       17
<PAGE>

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  under  different
assumptions or conditions.

Note 1 to the  Company's  consolidated  financial  statements,  included  in its
Annual  Report on Form 10-K for the year ended  February 26,  2005,  "Summary of
Significant  Accounting  Policies," lists its significant  accounting  policies.
Following are 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 $7.6 million in the first quarter of fiscal 2006 and $7.2 million in
the  comparable  quarter in 2005,  which  equates to 9.6% and 8.2% of net sales,
respectively. The increase in the provision in the quarter this year was largely
the result of higher rates on U.S.  sports products and a comparably low rate on
last year's  European  Championship  products  which was increased  later in the
year.  An increase or decrease in the  quarter's  provision for returns by 1% of
net sales would  decrease or increase  operating  income by  approximately  $0.8
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 No.  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 $1.3 million in the first
quarter  of fiscal  2006 and $1.1  million in the  comparable  quarter in fiscal
2005, which equates to 1.6% and 1.2% of net sales,  respectively.  A decrease or
increase in the quarter's  provision for  obsolescence  by 1% of net sales would
increase or decrease operating income by approximately $0.8 million.


                                       18
<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 May 28, 2005, the
Company had  contracts  and options  which were  entered into for the purpose of
hedging forecasted  receipts and disbursements in various foreign currencies and
which,  primarily due to the  stabilization  of the U.S.  dollar,  resulted in a
relatively small mark-to-market adjustment in the quarter.


                                       19
<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 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.




                                       20

<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. The court awarded summary judgment
     to the  Defendants on the grounds that the named  Plaintiff  (Telepresence,
     Inc.) did not have standing to sue and the  litigation  was dismissed  with
     prejudice on March 28, 2001.

     After the  dismissal,  the 501 Patent was  assigned to Media  Technologies,
     Inc.  which 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.  The court once again  granted
     summary  judgment  and  dismissed  the case  with  prejudice.  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.

     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.  On October 4, 2004,  Defendants  petitioned  the United
     States Patent & Trademark Office (the "PTO") 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 PTO. On December 2, 2004,  the
     court denied the motion for the stay. In mid-December,  the PTO granted the
     petition  for  reexamination  of  the  501  and  532  Patents.   Plaintiffs
     petitioned  the PTO to vacate  the  reexaminations  and also  filed  papers
     requesting   the  PTO,  in  the  event  it  decides  to  proceed  with  the
     reexamination, to hold its claims patentable.

     On  December  29,  2004,  Defendants  once  again  filed a motion  with the
     district  court  requesting  a  stay  of  the  proceedings  while  the  PTO
     reexamined  the  patentability  of the 501 Patent and the 532 Patent.  That
     motion was denied on  February  28,  2005,  along  with  another  motion to
     dismiss  the case based on lack of  standing.  On May 23,  2005 the Company
     entered into a settlement agreement with Media Technologies,  Inc. in which
     it paid Media Technologies,  Inc. a sum of $2,000,000.  Media Technologies,
     Inc.  agreed to  dismiss  all claims  against  the  Company  and to issue a
     license to the  Company to  distribute  relic  cards for seven  years.  The
     Company further agreed that under certain conditions which may arise in the
     future, it would make additional  payments to Media  Technologies,  Inc. as
     part of the on going license.  The Company has accounted for the payment as
     an advance  against future  royalties  expense which will be amortized over
     the next seven years.

     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 will not have a material  adverse
     effect on the Company's financial condition or results of operations.



                                       21

<PAGE>


                                     PART II

                                OTHER INFORMATION


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


The Annual  Meeting of  Stockholders  of the Company took place on June 30, 2005
for the following purposes:

     1. To elect three directors;

     2. To ratify the appointment of the Company's independent auditors.


The results of the matters voted on are as follows:

                                           For                  Withheld
                                           ---                  --------
     1. Election of Directors

          Stephen D. Greenberg          32,486,861              5,727,963
          Ann Kirschner                 32,551,936              5,662,888
          Richard Tarlow                32,500,161              5,714,663


                                           For       Withheld   Against
                                           ---       --------   -------

     2. Ratification of Appointment
        of the Company's Independent
        Auditors                        38,004,224   183,195    27,405


     On June 9, 2005 the Company issued a press release  announcing  that it had
     settled with  shareholders  who had filed  separate proxy  statements.  The
     press release was filed in an 8-K on June 13, 2005.



ITEM 4(b).  DIRECTORS


Arthur T. Shorin        Ann Kirschner           Jack H. Nusbaum

Allan A. Feder          David Mauer             Richard Tarlow

Stephen D. Greenberg    Edward D. Miller        Stanley Tulchin





                                       22

<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


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

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

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


(b) Reports on Form 8-K

1.   Form 8-K,  dated June 30, 2005,  with press  release,  dated June 30, 2005,
     reporting the Company's first quarter dividend declaration.

2.   Form 8-K,  dated June 28, 2005,  with press  release,  dated June 28, 2005,
     reporting the Company's first quarter earnings.

3.   Form 8-K,  dated June 13,  2005,  with press  release,  dated June 9, 2005,
     reporting the Company's settlement with shareholders who had filed separate
     proxy statements.

4.   Form 8-K,  dated May 17,  2005,  with press  release,  dated May 17,  2005,
     regarding the pursuit of various strategic initiatives.




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<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



July 7, 2005



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