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


                                    FORM 10-Q/A


                                AMENDMENT NO. 1


(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended August 28, 2004

                                       OR

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


Commission File Number:  0-15817


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

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

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

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





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


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


The  number of  outstanding  shares of Common  Stock as of  October  1, 2004 was
40,414,831.


<PAGE>

                                EXPLANATORY NOTE



There was a  typographical  error on the Balance Sheet filed on October 7, 2004.
The amount  representing  Other  Assets  was  incorrectly  reported  in EDGAR as
$10,765,000 rather than the correct amount of $10,795,000.

The Company is filing this Amendment No. 1 to Form 10-Q filed on October 7, 2004
solely to reflect the correct amount of $10,795,000 on its Balance Sheet.


<PAGE>


                             THE TOPPS COMPANY, INC.
                                AND SUBSIDIARIES



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


ITEM 1. FINANCIAL STATEMENTS


                                Index                                    Page
                                -----                                    ----

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

        Condensed Consolidated Statements of Operations for the
        thirteen and twenty-six week periods ended August 28,
        2004 and August 30, 2003                                          4

        Condensed Consolidated Statements of Comprehensive Income
        for the thirteen and twenty-six week periods ended
        August 28, 2004 and August 30, 2003                               5

        Condensed Consolidated Statements of Cash Flows for the
        twenty-six weeks ended August 28, 2004 and August 30, 2003        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 6. EXHIBITS AND REPORTS ON FORM 8-K                                 22



                                       2
<PAGE>
                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                        (Unaudited)
                                                           August      February
                                                          28, 2004     28, 2004
                                                          --------     --------
                                                         (amounts in thousands,
                                                            except share data)
ASSETS
------
CURRENT ASSETS:
  Cash and cash equivalents ..........................   $ 110,599    $  93,837
  Accounts receivable - net ..........................      19,391       30,109
  Inventories ........................................      30,953       33,009
  Income tax receivable ..............................       1,542        2,697
  Deferred tax assets ................................         951        1,505
  Prepaid expenses and other current assets ..........       9,775       11,691
                                                         ---------    ---------
        TOTAL CURRENT ASSETS .........................     173,211      172,848

PROPERTY, PLANT AND EQUIPMENT ........................      33,414       32,349
  Less:  accumulated depreciation and amortization ...      20,392       18,563
                                                         ---------    ---------
        NET PROPERTY, PLANT AND EQUIPMENT ............      13,022       13,786

GOODWILL .............................................      67,566       67,586
INTANGIBLE ASSETS, net of accumulated amortization ...       9,575       10,474
OTHER ASSETS .........................................      10,795       10,769
                                                         ---------    ---------
        TOTAL ASSETS .................................   $ 274,169    $ 275,463
                                                         =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
  Accounts payable ...................................   $  10,312    $  10,946
  Accrued expenses and other liabilities .............      23,902       26,249
  Income taxes payable ...............................       3,378        2,354
                                                         ---------    ---------
        TOTAL CURRENT LIABILITIES ....................      37,592       39,549

DEFERRED INCOME TAXES ................................       1,719        1,956
OTHER LIABILITIES ....................................      23,254       22,681
                                                         ---------    ---------
        TOTAL LIABILITIES ............................      62,565       64,186
                                                         ---------     --------
STOCKHOLDERS' EQUITY:
  Preferred stock, par value $.01 per share;
  authorized 10,000,000 shares, none issued ..........        --           --
  Common stock, par value $.01 per share;
  authorized 100,000,000 shares; issued 49,244,000
  shares as of August 28, 2004 and February 28, 2004 .         492          492

  Additional paid-in capital .........................      27,829       27,829
  Treasury stock, 8,846,000 shares and 8,632,000
  shares as of August 28, 2004 and February 28, 2004,
  respectively .......................................     (84,840)     (82,287)

  Retained earnings ..................................     275,207      270,704
  Accumulated other comprehensive loss,
  net of income taxes ................................      (7,084)      (5,461)
                                                         ---------    ---------
        TOTAL STOCKHOLDERS' EQUITY ...................     211,604      211,277
                                                         ---------    ---------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...   $ 274,169    $ 275,463
                                                         =========    =========

See Notes to Condensed Consolidated Financial Statements.


                                       3

<PAGE>


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

                                                 (Unaudited)
                                  Thirteen weeks ended   Twenty-six weeks ended
                                 August 28,  August 30,   August 28,  August 30,
                                   2004         2003        2004        2003
                                   ----         ----        ----        ----
                                   (amounts in thousands, except share date)

Net sales                       $ 68,781    $ 73,319    $ 156,870   $ 149,311

Cost of sales                     42,501      44,560       96,791      92,428
                                --------    --------    ---------   ---------

Gross profit on sales             26,280      28,759       60,079      56,883

Selling, general and
  administrative expenses         21,879      21,543       50,472      45,886

Other income, net                    411         342          844         944
                                --------    --------    ---------   ---------
    Income from operations         4,812       7,558       10,451      11,941

Interest income, net                 557         450        1,041       1,484
                                --------    --------    ---------   ---------
Income before provision for
   income taxes                    5,369       8,008       11,492      13,425

Provision for income taxes         1,714       2,736        3,735       4,632
                                --------    --------    ---------   ---------
              Net income        $  3,655    $  5,272    $   7,757   $   8,793
                                ========    ========    =========   =========


Net income per share - basic      $ 0.09      $ 0.13       $ 0.19      $ 0.22
                     - diluted    $ 0.09      $ 0.13       $ 0.19      $ 0.21


Weighted average shares
  outstanding - basic           40,459,000  40,605,000  40,513,000  40,650,000
              -diluted          41,511,000  41,386,000  41,565,000  41,433,000




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   Twenty-six weeks ended
                                 August 28,  August 30,   August 28,  August 30,
                                   2004         2003        2004        2003
                                   ----         ----        ----        ----
                                   (amounts in thousands, except share date)


Net income                      $  3,655    $  5,272    $  7,757    $  8,793

Currency translation adjustment     (756)     (1,340)     (1,623)        970
                                ---------   ---------   ---------   --------
Comprehensive income            $  2,899    $  3,932    $  6,134    $  9,763
                                =========   =========   =========   ========



























                See Notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>


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


                                                               (Unaudited)
                                                          Twenty-six weeks ended
                                                           August       August
                                                          28, 2004     30, 2003
                                                          --------     --------
                                                          (amounts in thousands)


Cash flows from operating activities:
  Net income ...........................................   $  7,757    $  8,793
  Add non-cash items included in net income:
    Depreciation and amortization ......................      3,161       2,844
    Deferred income taxes ..............................        317          83

Changes in operating assets and liabilities:
  Accounts receivable ..................................     10,718       6,239
  Inventories ..........................................      2,007      (2,573)
  Income tax receivable/payable ........................      2,178         921
  Prepaid expenses and other current assets ............      1,916        (433)
  Payables and other current liabilities ...............     (2,982)     (5,624)
  Other assets and liabilities .........................       (218)        566
                                                            -------    ---------
     Cash provided by operating activities .............     24,854      10,816

Cash flows from investing activities:
  Acquisition of business, net of cash acquired                 --      (27,923)
  Additions to property, plant and equipment ...........     (1,065)     (1,063)
                                                            --------    --------
      Cash used in investing activities ................     (1,065)    (28,986)

Cash flows from financing activities:
  Dividends paid to stockholders .......................    (3,254)      (1,631)
  Purchase of treasury stock and exercise
    of stock options ...................................    (2,553)      (1,591)
                                                            -------    ---------
      Cash used in by financing activities .............    (5,807)      (3,222)

Effect of exchange rates on cash and cash equivalents ..    (1,220)         305
                                                           --------    ---------
Net increase (decrease) in cash and cash equivalents ...   $16,762     $(21,087)
                                                           ========    =========

Cash and cash equivalents at beginning of period .......   $ 93,837    $114,259
Cash and cash equivalents at end period ................   $110,599    $ 93,172

Supplemental disclosure of cash flow information:
  Interest paid ........................................   $    137    $     70
  Income taxes paid ....................................   $  1,792    $  3,718




See Notes to Condensed Consolidated Financial Statements.



                                       6
<PAGE>


                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   AS OF AUGUST 28, 2004 AND FEBRUARY 28, 2004
                AND FOR THE THIRTEEN AND TWENTY-SIX WEEK PERIODS
                    ENDED AUGUST 28, 2004 AND AUGUST 30, 2003


1.   Summary of Significant Accounting Policies

     Basis  of  Presentation:   The  accompanying  unaudited  condensed  interim
     consolidated  financial statements have been prepared by The Topps Company,
     Inc.  and its  subsidiaries  (the  "Company")  pursuant  to the  rules  and
     regulations  of the  Securities  and  Exchange  Commission  and reflect all
     adjustments which are, in the opinion of management,  considered  necessary
     for a fair  presentation.  Operating results for the thirteen-week  periods
     ended August 28, 2004 and August 30, 2003 are not necessarily indicative of
     the results  that may be expected  for the year.  For further  information,
     refer to the  consolidated  financial  statements  and notes thereto in the
     Company's annual report for the year ended February 28, 2004.

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


                                        For the thirteen weeks ended
                                  August 28, 2004           August 30, 2003
                              -----------------------   ------------------------
                              As reported   Pro forma   As reported   Pro forma
                              -----------------------   ------------------------
  Net income, as reported       $ 3,655      $ 3,655      $ 5,272      $ 5,272
  Less: Stock-based employee
        compensation                            (170)                     (349)
                                             --------                  --------
  Pro forma net income .....                 $ 3,485                   $ 4,923
                                             ========                  ========
  Earnings per share:
    Basic .................     $  0.09      $  0.09      $  0.13      $  0.12
    Diluted ...............     $  0.09      $  0.09      $  0.13      $  0.12


                                        For the twenty-six weeks ended
                                  August 28, 2004           August 30, 2003
                              -----------------------   ------------------------
                              As reported   Pro forma   As reported   Pro forma
                              -----------------------   ------------------------
  Net income, as reported       $ 7,757      $ 7,757      $ 8,793      $ 8,793
  Less: Stock-based employee
        compensation                            (311)                     (549)
                                             --------                  --------
  Pro forma net income .....                 $ 7,446                   $ 8,244
                                             ========                  ========
  Earnings per share:
    Basic .................     $  0.19      $  0.18      $  0.22      $  0.20
    Diluted ...............     $  0.19      $  0.18      $  0.21      $  0.20

     Options have an exercise  price equal to the market price on the date prior
     to the  grant  date  and  typically  vest  over  a  three-year  period.  In
     determining  the preceding  pro forma amounts under  Statement of Financial
     Accounting  Standards  ("SFAS") 123, the fair value of each option grant is
     estimated as of the date of grant using the  Black-Scholes  option  pricing
     model with the following  assumptions:  $0.16 per share  dividend on fiscal
     2005 and fiscal 2004  options,  but no  dividend  on fiscal  2003  options;
     risk-free interest rate, estimated volatility and expected life as follows:
     fiscal 2005 options - 4.4%,  32% and 6.0 years,  respectively;  fiscal 2004
     options - 4.4%,  38% and 6.5 years,  respectively;  fiscal  2003  options -
     4.5%, 35% and 6.5 years, respectively.


                                       7
<PAGE>
2.   Quarterly Comparison

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


3.   Accounts Receivable
                                         (Unaudited)
                                           August      February
                                          28, 2004     28, 2004
                                          --------     --------
                                          (amounts in thousands)

        Gross receivables .............   $ 46,229     $ 52,843
        Reserve for returns ...........    (23,028)     (19,516)
        Other reserves ................     (3,810)      (3,218)
                                          --------     --------
           Net receivables ............   $ 19,391     $ 30,109
                                          ========     ========

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


4.   Inventories

                                         (Unaudited)
                                           August      February
                                          28, 2004     28, 2004
                                          --------     --------
                                          (amounts in thousands)

        Raw materials ..................  $  7,627     $  5,571
        Work in process ................     4,961        2,824
        Finished products ..............    18,365       24,614
                                          --------     --------
             Total inventories .........  $ 30,953     $ 33,009
                                          ========     ========

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 and Baby Bottle Pop,  Juicy Drop Pop, the Bazooka bubble
     gum line and, from time to time,  confectionery  products based on licensed
     characters, such as Pokemon and Yu-Gi-Oh!.

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

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

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

                                       8
<PAGE>
                                  Thirteen weeks ended   Twenty-six weeks ended
                                 August 28,  August 30,   August 28,  August 30,
                                   2004         2003        2004        2003
                                   ----         ----        ----        ----
                                             (amounts in thousands)

  Net Sales
  Confectionery                   $ 39,982    $ 42,008     $ 84,189    $ 87,538
  Entertainment                     28,799      31,311       72,681      61,773
                                  --------    --------     --------    --------
  Total                           $ 68,781    $ 73,319     $156,870    $149,311
                                  ========    ========     ========    ========

  Contributed Margin
  Confectionery                   $ 15,777    $ 15,491     $ 28,779    $ 29,260
  Entertainment                      8,998      10,276       22,426      17,399
                                  --------    --------     --------    --------
  Total                           $ 24,775    $ 25,767     $ 51,205    $ 46,659
                                  ========    ========     ========    ========


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

  Total contributed margin        $ 24,775     $ 25,767    $ 51,205    $ 46,659
  Unallocated general and
       administrative expense
       and manufacturing overhead  (18,805)     (16,986)    (38,437)    (32,818)
   Depreciation and amortization    (1,569)      (1,565)     (3,161)     (2,844)
   Other income, net                   411          342         844         944
                                  ---------    ---------   ---------   ---------
   Income from operations            4,812        7,558      10,451      11,941
   Interest income, net                557          450       1,041       1,484
                                  ---------    ---------   ---------   ---------
   Income before provision for
       income taxes               $  5,369     $  8,008    $ 11,492    $ 13,425
                                  =========    =========   =========   =========


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.

     On July 1, 2004,  the Board of Directors  declared its second  quarter cash
     dividend of $0.04 per share  payable on August 2, 2004 to  shareholders  of
     record on July 19, 2004.

     In October 1999, the Company's Board of Directors authorized the repurchase
     of up to 5 million shares of the Company's  common stock.  In October 2001,
     the Company completed the authorization and the Board approved the purchase
     of  another 5  million  shares.  As of August  28,  2004,  under  these two
     programs, the Company has purchased 8,296,700 common shares.


7.   Credit Agreement

     On June 26, 2000,  the Company  entered into a credit  agreement with Chase
     Manhattan  Bank and LaSalle Bank  National  Association  for a term of four
     years, which ended on June 26, 2004. On June 25, 2004, the credit agreement
     was amended, however, to extend the expiration date for 90 days in order to
     provide the Company sufficient time to complete  refinancing  arrangements.
     This credit agreement has now expired.

     On September 14, 2004, the Company entered into a new credit agreement with
     JPMorgan Chase Bank. The agreement  provides for a $30.0 million  unsecured
     facility  to cover  revolver  and  letter of credit  needs and  expires  on
     September  13, 2007.  Interest  rates are variable and a function of market
     rates and the Company's EBITDA. The credit agreement contains  restrictions
     and  prohibitions  of a nature  generally  found in loan agreements of this
     type and requires the Company,  among other things,  to comply with certain
     financial covenants, limits the Company's ability to sell or acquire assets
     or borrow additional money and places certain  restrictions on the purchase
     of Company shares and the payment of dividends. The credit agreement may be
     terminated by the Company at any point over the  three-year  term (provided
     the Company repays all outstanding amounts thereunder) without penalty.

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

                                       9
<PAGE>
8.   Reclassifications

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


9.   Goodwill and Intangible Assets

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

     As a result of the acquisition of WizKids in July 2003,  goodwill increased
     by $18.7 million, and other intangibles increased by $6.2 million (included
     in intellectual property) (see Note 11). Intangible assets as of August 28,
     2004 and February 28, 204 were as follows:
<TABLE>
<CAPTION>
                                                         (amounts in thousands)
                                          August 28, 2004           '        February 28, 2004
                                            (Unaudited)             '
                                    Gross                           '   Gross
                                  Carrying   Accumulated            ' Carrying    Accumulated
                                    Value   Amortization     Net    '   Value    Amortization     Net
                                  --------  ------------  --------  ' --------   ------------  --------
<S>                               <C>        <C>          <C>         <C>          <C>         <C>
Licenses and Contracts ........   $ 21,569   $(17,607)    $  3,962  ' $ 21,569     $(17,272)   $  4,297
Intellectual Property .........     18,784    (13,767)       5,017  '   18,784      (13,251)      5,533
Software and Other ............      2,953     (2,765)         188  '    2,953       (2,717)        236
Min. Pension  Liab ............        408       --            408  '      408          --          408
                                  --------   ---------    --------  ' --------     ---------   --------
Total Intangibles .............   $ 43,714   $(34,139)    $  9,575  ' $ 43,714     $(33,240)   $ 10,474
                                  ========   =========    ========  ' ========     =========   ========
</TABLE>

     Useful lives of the Company's intangible assets have been established based
     on the Company's  intended use of such assets and their estimated period of
     future  benefit,  which  are  reviewed  periodically.  Useful  lives are as
     follows:
                                                          Weighted Average
              Category             Useful Life         Remaining Useful Life
              --------             -----------         ---------------------
        Licenses and Contracts       15 years                 5.9 years
        Intellectual Property         6 years                 4.9 years
        Software and Other            5 years                 2.0 years


     The weighted  average  remaining  useful life for the Company's  intangible
     assets in  aggregate  is 5.2 years.  Over the next five years,  the Company
     estimates  amortization  of the intangible  assets  detailed above to be as
     follows:


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

                        2005                  $ 1,797
                        2006                  $ 1,797
                        2007                  $ 1,750
                        2008                  $ 1,703
                        2009 and thereafter   $ 2,528


     In addition to the  amortization  of  intangibles  listed  above,  reported
     amortization expense,  which was $1,268,000 and $894,000 for the twenty-six
     weeks ended  August 28, 2004 and August 30,  2003,  respectively,  included
     amortization of deferred financing fees and deferred compensation costs.

10.  Legal Proceedings

     In  November  2000,  the  Commission  of  the  European   Communities  (the
     "Commission")  began an  investigation  into whether  Topps  Europe's  past
     distribution  arrangements for the sale of Pokemon  products  complied with
     European law (the "EU  investigation").  On June 17, 2003,  the  Commission
     filed a Statement of  Objections  against The Topps  Company,  Inc. and its

                                       10
<PAGE>
     European  subsidiaries,  therein  coming to a preliminary  conclusion  that
     these  entities  infringed  Article  81 of the EC  treaty  during  2000  by
     preventing  parallel trade between  member states of the European  Union. A
     hearing in front of the European  Commission Tribunal took place on October
     23, 2003, and on May 27, 2004, the Commission found The Topps Company, Inc.
     and its European subsidiaries jointly and severally liable for infringement
     of Article 81(1) of the EC treaty.  The Commission  imposed a total fine of
     1.6 million euros ($1.9 million) which was included in accrued  expenses in
     the  condensed  consolidated  balance  sheet as of May 29, 2004 and in SG&A
     expense for the thirteen  weeks ended May 29,  2004.  The fine has now been
     paid.

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

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

     Discovery in the case  commenced  September 29, 2003 and was stayed pending
     the outcome of two summary judgment  motions filed by defendants.  On March
     17,   2004,   Topps   filed  a  motion  for  summary   judgment   based  on
     non-infringement while other defendants filed a motion for summary judgment
     based on patent  invalidity  because of prior art. Both motions were denied
     on July 26, 2004 and discovery has now resumed.  On September  15th,  2004,
     defendant Upper Deck Company,  LLC moved for a separate trial on the issues
     of infringement, damages, willfulness and counterclaims.

     The trial is currently  scheduled for February 2005. An adverse  outcome in
     the litigation could result in a substantial  liability for the Company. It
     is still too early in the matter to determine the  likelihood of damages or
     to estimate the range of loss, if any, and,  accordingly,  no provision has
     been recorded for this matter in the  accompanying  condensed  consolidated
     financial statements.

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


11.  Acquisition of Wizkids, LLC

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

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

                                       11
<PAGE>

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

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

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


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

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

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

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


     The  goodwill of $18.7  million is included in the  Entertainment  business
     segment and is deductible for tax purposes over a fifteen-year period.

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


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

     Net sales                        $ 78,152              $162,699
     Income from operations              5,965                10,138
     Net income                          4,280                 7,682
                                      ========              ========


     Net income per share - basic     $   0.11              $   0.19
                          - diluted   $   0.10              $   0.19


                                       12
<PAGE>

12.  Employee Benefit Plans

     The  components  of  net  periodic  benefit  costs  for  the  thirteen  and
     twenty-six weeks ended August 28, 2004 and August 30, 2003 are as follows:

                                                               Postretirement
                                               Pension           Healthcare
--------------------------------------------------------------------------------
Thirteen weeks                             August    August    August    August
--------------                            28, 2004  30, 2003  28, 2004  30, 2003
--------------------------------------------------------------------------------
                                                (amounts in thousands)
     Service Cost                          $ 345     $ 346      $  82    $  71
     Interest cost                           593       597        163      150
     Expected return on plan assets         (535)     (363)        -        -
     Amortization of:
        Initial transition obligation       ( 15)     ( 12)        50       50
        Prior service cost                    33        33         -        -
        Actuarial (gains) losses             179       279         27       12
                                           -----     -----      -----    -----
     Net periodic benefit cost             $ 600     $ 880      $ 322    $ 283
                                           =====     =====      =====    =====
--------------------------------------------------------------------------------

                                                               Postretirement
                                               Pension           Healthcare
--------------------------------------------------------------------------------
Twenty-six weeks                           August    August    August    August
----------------                          28, 2004  30, 2003  28, 2004  30, 2003
--------------------------------------------------------------------------------
                                                (amounts in thousands)
     Service Cost                         $   690   $   692   $   164   $  142
     Interest cost                          1,187     1,195       324      300
     Expected return on plan assets        (1,069)     (726)        -        -
     Amortization of:
        Initial transition obligation        ( 30)     ( 25)      100      100
        Prior service cost                     66        66         -        -
        Actuarial (gains) losses              358       558        54       24
                                          -------   -------   -------   ------
     Net periodic benefit cost            $ 1,202   $ 1,760   $   642   $  566
                                          =======   =======   =======   ======
--------------------------------------------------------------------------------

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


13.  Recently Issued Accounting Pronouncements

     In January 2004, the Financial  Accounting  Standards Board ("FASB") issued
     FSP 106-1,  which  allows  companies  to elect a one-time  deferral  of the
     recognition  of  effects  of  the  Medicare   Prescription   Drug  Act  and
     disclosures related to the postretirement  healthcare plan. The FASB allows
     the  one-time  deferral  due  to a  lack  of  clarification  regarding  its
     accounting  and  uncertainties   regarding  the  effects  of  the  Medicare
     Prescription  Drug Act on plan  participants.  For  companies  electing the
     one-time  deferral,  the deferral  remains in effect until  guidance on the
     accounting  for the  federal  subsidy is  issued,  or until  certain  other
     events,  such as a plan amendment,  settlement or curtailment,  occur.  The
     Company is currently  evaluating  the effects of the Medicare  Prescription
     Drug Act on the postretirement  benefit plan and its participants,  and has
     elected the one-time  deferral.  In May 2004, the FASB issued FSP No. 106-2
     ("FSP 106-2"), which superseded FSP 106-1. FSP 106-2 provides authoritative
     guidance  on the  accounting  for  the  Act and  specifies  the  disclosure
     requirements  for  employers  who have  adopted  FSP  106-2.  FSP  106-2 is
     effective for the interim or annual period  beginning  after June 15, 2004.
     The  Company's  accumulated  post-retirement  benefit  obligation  and  net
     post-retirement benefit cost for fiscal 2004 and fiscal 2005 do not reflect
     the effects of the Medicare  Prescription  Drug Act. Once specific guidance
     on the  accounting  for the federal  subsidy is issued,  anticipated by the
     Company's  third  quarter of fiscal  2005,  it could  result in a change to
     previously reported information.


14.  Off-Balance Sheet Arrangements

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

                                       13
<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------

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


We have reviewed the accompanying  condensed  consolidated  balance sheet of The
Topps Company,  Inc. and subsidiaries (the "Company") as of August 28, 2004, and
the related  condensed  consolidated  statements of operations and comprehensive
income for the thirteen and  twenty-six  week periods  ended August 28, 2004 and
August 30, 2003 and of cash flows for the  twenty-six  week periods ended August
28,  2004 and  August 30,  2003.  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 Company as of February 28, 2004, and the related consolidated  statements of
operations,  stockholders' equity,  comprehensive income, and cash flows for the
year then ended (not presented herein);  and in our report dated May 4, 2004, we
expressed an unqualified opinion on those consolidated  financial statements and
included an explanatory  paragraph relating to the Company's change in method of
accounting for goodwill and other  intangible  assets to conform to Statement of
Financial  Accounting Standard 142. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of February 28, 2004 is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.





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



October 7, 2004
New York, New York



                                       14
<PAGE>

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

Second Quarter Fiscal Year 2005 (thirteen weeks ended August 28, 2004) versus
Second Quarter Fiscal Year 2004 (thirteen weeks ended August 30, 2003)
-----------------------------------------------------------------------------

The following table sets forth, for the periods indicated, net sales by key
business segment:
                              Thirteen weeks ended      Twenty-six weeks ended
                              August       August         August        August
                             28, 2004     30, 2003      28, 2004      30, 2003
                             --------     --------      --------      --------
                                          (amounts in thousands)

         Net Sales
         Confectionery       $ 39,982     $ 42,008      $ 84,189      $ 87,538
         Entertainment         28,799       31,311        72,681        61,773
                             --------     --------      --------      --------
         Total               $ 68,781     $ 73,319      $156,870      $149,311
                             ========     ========      ========      ========


Net sales for the second quarter of fiscal 2005 were $68.8  million,  a decrease
of $4.5  million,  or 6.2%,  from $73.3  million in the same  period  last year.
Stronger  foreign  currencies  versus the dollar  increased sales in the quarter
this year by $1.3 million.

Net sales of confectionery  products,  which include,  among other things,  Ring
Pop,  Push Pop,  Baby Bottle Pop,  Bazooka  brand bubble gum and licensed  candy
products,  were $40.0 million in the second  quarter of this year, a decrease of
$2.0  million,  or 4.8%,  from $42.0  million in fiscal 2004.  Stronger  foreign
currencies  contributed $0.6 million.  Confectionery sales in the second quarter
continued  to be  impacted  by  industry  issues  such as retail  consolidation,
increased promotional spending by competitors  (including price discounting) and
childhood  nutritional  concerns.  Partially  offsetting  these  factors  was  a
favorable  contribution from the growing sales of Juicy Drop Pop and the further
roll-out of two new Topps chewy products--Juicy Drop Chews and Juicy Bugs.

Net sales of  entertainment  products,  which include cards,  stickers,  sticker
albums and the WizKids line of strategy games,  were $28.8 million in the second
quarter of fiscal 2005, a decrease of $2.5 million,  or 8.0%, from $31.3 million
in the same  period  last  year.  Stronger  foreign  currencies  provided a $0.7
million  benefit.  The  decline was a function  of the  decision  not to release
hockey cards due to an uncertain  NHL season and difficult  comparisons  to last
year's basketball sales, which benefited from a highly anticipated rookie class.
Additionally,  net sales were impacted by higher returns provisions for European
sports and publishing products. Sales at WizKids, acquired in July of last year,
were higher due to the full quarter of ownership this year. Worldwide publishing
sales  increased  slightly  year-over-year  driven by Pokemon,  Wacky  Packages,
Garbage Pail Kids and Yu-Gi-Oh! releases.

Gross profit as a percentage  of net sales in the second  quarter of fiscal 2005
was  38.2% as  compared  with  last  year's  level of 39.2%.  This  decline  was
primarily  the  result  of  the  higher  returns   provisions  in  the  European
entertainment business, which reduced net sales. Lower autograph and relic costs
on U.S. sports products partly offset the impact of increased provisions.

Other  income/expense  in the quarter was $411,000 as compared  with last year's
figure of  $342,000.  This was  largely  the result of the  absence of  exchange
losses on foreign cash  balances  recorded last year,  and, to a lesser  degree,
increased licensing income from confectionery brands and WizKids.

SG&A expense was $21.9  million in the quarter this year,  up from $21.5 million
in fiscal 2004.  As a percentage  of net sales,  SG&A was 31.8% this year versus
29.4% a year ago. The modest  increase in SG&A dollar spending was the result of
costs associated with a strategic  planning  project and higher  selling-related
expenses in the U.S.  and  Europe,  in part  offset by reduced  advertising  and
marketing costs behind U.S. confectionery products and etopps.

Net interest  income of $557,000 in the second quarter this year was higher than
a year-ago 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 of
31.9% in the  second  quarter  this year  versus  34.2% last year  reflects  the
adjustment  necessary  to reduce  the full year  forecasted  rate to 32.5%  from
33.0%.

                                       15
<PAGE>

Net income for the second quarter of fiscal 2005 was $3.7 million,  or $0.09 per
diluted share, compared with $5.3 million, or $0.13 per diluted share last year.


First Half Fiscal 2005 (twenty-six weeks ended August 28, 2004) compared to
First Half Fiscal 2004 (twenty-six weeks ended August 30, 2003)
---------------------------------------------------------------------------

Net sales in the first half of fiscal 2005 were $156.9  million,  an increase of
$7.6  million,  or 5.1%,  from  $149.3  million  in the same  period  last year.
Stronger foreign  currencies  versus the dollar served to increase sales by $4.1
million.

Net sales of  confectionery  products  were $84.2 million in the first half this
year, a decrease of $3.3  million,  or 3.8%,  from $87.5 million in fiscal 2004.
Stronger foreign currencies  contributed $1.7 million.  Confectionery sales this
year were impacted largely by industry issues in the U.S. and reduced demand for
Yu-Gi-Oh! confectionery products in Europe. Newer items, particularly Juicy Drop
Pop, as well as Juicy Drop Chews and Juicy Bugs, added incrementally to sales in
the first half this year.

Net sales of  entertainment  products  in the first half of this year were $72.7
million,  an increase of $10.9 million,  or 17.7%, from $61.8 million last year.
Stronger foreign currencies added $2.4 million this year.  Year-over-year  first
half growth was attributable to sales of sticker album collections featuring the
European Championship,  a soccer tournament held every four years, as well as to
higher sales of English Premier League products, more than offseting lower sales
of U.S. sports cards and internet products in the period. In addition,  sales at
WizKids,  acquired in July of last year,  added an  incremental  $6.4 million in
sales in the six months of ownership this year.

Gross profit as a  percentage  of net sales in the first half of fiscal 2005 was
38.3% as  compared  with  38.1% for the same  period  last  year.  Lower  sports
autograph  and relic costs,  the absence of expenses  associated  with Cool Junk
last year and a reduction in product  development costs associated with the U.S.
sports  business  offset the impact of higher returns  provisions on the sale of
European entertainment products.

Other income was $844,000 this year versus  $944,000 last year.  This  reduction
was largely due to the recent  relative  stabilization  of the U.S. dollar which
resulted in lower mark-to-market gains this year on foreign exchange contracts.

SG&A expense was $50.5  million for the first half of fiscal 2005  compared with
$45.9 million in fiscal 2004. As a percent of net sales,  SG&A of 32.2% was 1.5%
points  higher  than last year.  The  increase in dollar  costs was  primarily a
function of a full six months of WizKids  ownership,  as well as a $1.9  million
fine levied by the European  Commission in the first quarter of this year.  (see
Note 10 - Legal Proceedings.) Cost savings  initiatives  instituted last year in
the U.S. sports, Internet and WizKids operations helped offset higher consulting
and selling  expenses,  salary  inflation  and the impact of  stronger  European
currencies.  Advertising  and  marketing  costs  were  below  last  year for the
six-month period due to reduced spending on the U.S.  confectionery business and
etopps,  partially  offset  by  higher  spending  behind  new  product  launches
overseas.

                                       16
<PAGE>

Net interest  income for the first half of fiscal 2005 decreased to $1.0 million
from $1.5 million in fiscal 2004 due to interest  received from the IRS on a tax
refund in the first quarter of last year.

The tax rate for the first  half this year was  32.5%,  reflecting  the  current
full-year tax rate outlook, versus 34.5% for the same period last year.

Net  income in the  first  half of fiscal  2005 was $7.8  million,  or $0.19 per
diluted share, compared with $8.8 million, or $0.21 per diluted share last year.
Excluding the impact of the European  Commission  fine,  net income in the first
half this year was $9.7 million, or $0.23 per diluted share.

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

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

At August 28, 2004, the Company had $110.6 million in cash and cash equivalents.

On June 26,  2000,  the  Company  entered  into a credit  agreement  with  Chase
Manhattan Bank and LaSalle Bank National  Association  for a term of four years,
which ended on June 26, 2004. On June 25, 2004, the credit agreement was amended
to  extend  the  expiration  date for 90 days in order to  provide  the  Company
sufficient time to complete refinancing arrangements.  This credit agreement has
now expired.

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  2001,  the Board of  Directors  authorized  the  purchase of up to 5
million  shares of stock.  During the first  half of fiscal  2005,  the  Company
purchased 350,400 shares at an average price of $9.11 per share. The Company has
repurchased a total of 3.3 million shares under this authorization.

In the six months ended August 28, 2004,  the Company's net increase in cash and
cash  equivalents  was $16.8  million  versus a decrease of $21.1 million in the
comparable  period of fiscal 2004. The cash use last year was largely a function
of the purchase of WizKids net of cash acquired of $27.9 million.

Cash provided by operating  activities  this year was $24.9 million versus $10.8
million  last  year.  This  improvement  was  primarily  due to a $10.7  million
reduction in receivables resulting from the collection of seasonal confectionery
and European  sports billings and the increase in the returns reserve related to
sales of European  entertainment  products.  Additionally,  better management of
confectionery  stocks  resulted in a reduction in  inventories in the first half
this year.

Cash used in investing  activities  was $1.1 million this year for the Company's
capital  spending.  Last year's figure of $29.0 million includes the WizKids net
purchase  price of $27.9  million and $1.1 million in capital  spending.  Fiscal
2005 full year  capital  spending  is  projected  to be in the $3  million to $4
million  range,  driven by  investments  in Ring Pop  production  equipment  and
computer software and hardware.  Capital spending dividend payments and treasury
stock purchases are being funded out of cash flow from operating activities.

Cash used in  financing  activities  of $5.8  million  this year  reflects  $3.2
million in cash dividends and $2.6 million in treasury  stock  purchases (net of
$0.6 million options  exercised).  This spending compares with an outlay of $3.2
million last year,  comprised of $1.6 million in cash dividends and $1.6 million
in net treasury stock purchases.  Dividend payments and treasury stock purchases
are being funded out of cash flow from operating activities.


                                       17
<PAGE>

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

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

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

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

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

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

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

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

Returns  Provisions:  In  determining  the  provision  for returns,  the Company
performs an in-depth  review of wholesale and retail  inventory  levels for each
product  sold,  trends  in  product  sell-through  by sales  channel,  and other
factors.  The provision  for returns was $11.2  million in the first  twenty-six
weeks of fiscal 2005 and $5.8 million in 2004, which equates to 7.1% and 3.9% of
higher net sales,  respectively.  The  increase in the  provision  this year the
result of anticipated  returns of sticker album products  featuring the European
Championship, which occurs once every four years, as well as other entertainment
properties.  An increase or decrease in the  provision  for returns by 1% of net
sales would decrease or increase operating income by approximately $1.6 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 stocks and sales projections. The provision for obsolete inventory was
$1.9 million in the  twenty-six  weeks of fiscal 2005 and $2.0 million in fiscal
2004, which equates to 1.2% and 1.3% of net sales, respectively.  An increase or
decrease in the provision for  obsolescence by 1% of net sales would decrease or
increase operating income by approximately $1.6 million.


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<PAGE>

ITEM 3. DISCLOSURES ABOUT MARKET RISK

The Company's  exposure to market risk  associated with activities in derivative
financial  instruments  (e.g.,  hedging  or  currency  swap  agreements),  other
financial  instruments and derivative  commodity  instruments is confined to the
impact of  mark-to-market  changes in foreign  currency  rates on the  Company's
forward contracts and options.  The Company has no debt outstanding and does not
engage in any commodity-related derivative transactions.  As of August 28, 2004,
the Company had contracts and options which were entered into for the purpose of
hedging forecasted receipts and disbursements in various foreign currencies.




                                       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 quarterly  report.  Based on such  evaluation,
our Chief Executive  Officer and Chief Financial Officer have concluded that, as
of the end of such period, our disclosure  controls and procedures are effective
in  recording,  processing,  summarizing  and  reporting,  on  a  timely  basis,
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act.

Changes in internal controls

There have not been any changes in our internal control over financial reporting
(as such term is defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.  There were no significant  deficiencies or material weaknesses,  and
therefore there were no corrective actions taken.


                                       20
<PAGE>

                                     PART II


ITEM 1. LEGAL PROCEEDINGS

In November 2000, the Commission of the European  Communities (the "Commission")
began  an   investigation   into  whether  Topps   Europe's  past   distribution
arrangements  for the sale of Pokemon  products  complied with European law (the
"EU  investigation").  On June 17,  2003,  the  Commission  filed a Statement of
Objections  against  The Topps  Company,  Inc.  and its  European  subsidiaries,
therein coming to a preliminary conclusion that these entities infringed Article
81 of the EC treaty during 2000 by  preventing  parallel  trade  between  member
states of the  European  Union.  A hearing in front of the  European  Commission
Tribunal  took place on October 23, 2003,  and on May 27, 2004,  the  Commission
found  The  Topps  Company,  Inc.  and its  European  subsidiaries  jointly  and
severally  liable  for  infringement  of  Article  81(1) of the EC  treaty.  The
Commission  imposed a total fine of 1.6 million euros ($1.9  million)  which was
included in accrued expenses in the condensed  consolidated  balance sheet as of
May 29, 2004 and in SG&A expense for the thirteen  weeks ended May 29, 2004. The
fine has now been paid.

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

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

Discovery in the case  commenced  September 29, 2003 and was stayed  pending the
outcome of two summary judgment motions filed by defendants.  On March 17, 2004,
Topps filed a motion for summary judgment based on non-infringement  while other
defendants  filed a motion  for  summary  judgment  based on  patent  invalidity
because of prior art.  Both motions  were denied on July 26, 2004 and  discovery
has now resumed. On September 15th, 2004 defendant Upper Deck Company, LLC moved
for a separate trial on the issues of  infringement,  damages,  willfulness  and
counterclaims.

The trial is currently  scheduled for February  2005. An adverse  outcome in the
litigation could result in a substantial  liability for the Company. It is still
too early in the matter to determine  the  likelihood  of damages or to estimate
the range of loss, if any, and, accordingly,  no provision has been recorded for
this matter in the accompanying condensed consolidated financial statements.

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


                                       21

<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

10.22 Credit  agreement, dated September 14, 2004, between the Company and
      JPMorgan Chase Bank.

10.23 The Topps  Company,  Inc.  Bonus  Plan  for Scott Silverstein,  effective
      August 4, 2004.

10.24 License Agreement between the Football Association Premier League Limited
      and Topps Europe, LTD dated September 30, 2003.

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

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

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

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


(b)  Reports on Form 8-K

     1.   Form 8-K,  dated August 4, 2004,  with press  release,  reporting  the
          appointment  of Scott  Silverstein  as President  and Chief  Operating
          Officer.

     2.   Form  8-K,  dated  September  24,  2004,  with  press  release,  dated
          September 23, 2004, reporting the Company's fiscal 2005 second quarter
          earnings.

     3.   Form 8-K, dated October 7, 2004, with press release,  dated October 6,
          2004,  reporting  the  Company's  fiscal 2005 third  quarter  dividend
          declaration.



                                       22

<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

October 15, 2004


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