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

                                    FORM 10-Q


(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended November 29, 2003

                                       OR

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


Commission File Number:  0-15817


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


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

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

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













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

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


The  number of  outstanding  shares of Common  Stock as of  January  8, 2003 was
40,557,451.


<PAGE>

                             THE TOPPS COMPANY, INC.
                                AND SUBSIDIARIES



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


ITEM 1. FINANCIAL STATEMENTS


                        Index                                         Page
                        -----

        Condensed Consolidated Balance Sheets as of November 29,
           2003 and March 1, 2003                                       3

        Condensed Consolidated Statements of Operations for the
           thirteen and thirty-nine week periods ended November
           29, 2003 and November 30, 2002                               4

        Condensed Consolidated Statements of Comprehensive Income
           for the thirteen and thirty-nine week periods ended
           November 29, 2003 and November 30, 2002                      5

        Condensed Consolidated Statements of Cash Flows for the
           thirty-nine week period ended November 29, 2003
           and November 30, 2002                                        6

        Notes to Condensed Consolidated Financial Statements            7

        Report of Independent Public Accountants                        15

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


ITEM 3. DISCLOSURES ABOUT MARKET RISK                                   20


ITEM 4. CONTROLS AND PROCEDURES                                         21


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

ITEM 1. LEGAL PROCEEDINGS                                               22

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



                                       2
<PAGE>


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



                                                (Unaudited)
                                                November 29       March 1,
                                                   2003             2003
                                                   ----             ----
                                                 (amounts in thousands,
                                                    except share data)
ASSETS
------
CURRENT ASSETS:
  Cash and cash equivalents                        $ 89,552        $114,259
  Accounts receivable - net                          23,967          25,205
  Inventories                                        33,196          28,681
  Income tax receivable                                 911           2,029
  Deferred tax assets                                 3,474           3,267
  Prepaid expenses and other
    current assets                                   12,184          10,302
                                                   --------        --------
     TOTAL CURRENT ASSETS                           163,284         183,743

PROPERTY, PLANT AND EQUIPMENT                        31,496          28,941
  Less: accumulated depreciation
        and amortization                             17,392          14,335
                                                   --------        --------
     NET PROPERTY, PLANT AND EQUIPMENT               14,104          14,606

GOODWILL                                             67,587          48,839

INTANGIBLE ASSETS, net of
  accumulated amortization                           11,053           6,041

OTHER ASSETS                                         10,744           8,399
                                                   --------        --------
     TOTAL ASSETS                                  $266,772        $261,628
                                                   ========        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
  Accounts payable                                 $  8,345        $  9,074
  Accrued expenses and other liabilities             27,048          29,243
  Income taxes payable                                1,806           3,942
                                                   --------        --------
     TOTAL CURRENT LIABILITIES                       37,199          42,259

OTHER LIABILITIES                                    23,423          22,601
                                                   --------        --------
     TOTAL LIABILITIES                               60,622          64,860
STOCKHOLDERS' EQUITY:
  Preferred stock, par value $.01
   per share; authorized 10,000,000 shares,
   none issued                                         -               -

  Common stock, par value $.01 per share;
   authorized 100,000,000 shares; issued
   49,244,000 shares as of November 29, 2003
   and March 1, 2003                                    492             492
  Additional paid-in capital                         27,475          27,344
  Treasury stock, 8,769,000 shares and
   8,564,000 shares as of November 29, 2003
   and March 1, 2003, respectively                  (82,324)        (80,791)
  Retained earnings                                 269,390         262,877
  Accumulated other comprehensive loss,
   net of income taxes                               (8,883)        (13,154)
                                                   --------        --------
     TOTAL STOCKHOLDERS' EQUITY                     206,150         196,768
                                                   --------        --------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $266,772        $261,628
                                                   ========        ========


See Notes to Condensed Consolidated Financial Statements.



                                       3
<PAGE>


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

<TABLE>
<CAPTION>
                                                                       (Unaudited)
                                                    Thirteen weeks ended          Thirty-nine weeks ended
                                                November 29,     November 30,   November 29,    November 30,
                                                    2003             2002           2003            2002
                                                    ----             ----           ----            ----
                                                         (amounts in thousands, except share data)
<S>                                             <C>             <C>             <C>             <C>
Net sales                                         $ 78,580        $ 66,667        $227,563        $224,427

Cost of sales                                       54,665          45,007         146,124         144,814
                                                  --------        --------        --------        --------

      Gross profit on sales                         23,915          21,660          81,439          79,613

Selling, general and administrative expense         23,281          20,487          69,188          61,686

Other operating income (expense)                        21            (360)            345            (138)
                                                  --------        --------        --------        --------

     Income from operations                            655             813          12,596          17,789

Interest income, net                                   445             673           1,929           1,873
                                                  --------        --------        --------        --------

Income before provision (benefit) for
  income taxes                                       1,100           1,486          14,525          19,662

Provision (benefit) for income taxes                   118          (1,424)          4,750           4,719
                                                  --------        --------        --------        --------

                  Net income                      $    982        $  2,910        $  9,775        $ 14,943
                                                  ========        ========        ========        ========




Net income per share - basic                        $ 0.02          $ 0.07          $ 0.24          $ 0.36
                     - diluted                        0.02            0.07            0.23            0.35


Weighted average shares outstanding - basic     40,530,000      41,064,000      40,610,000      41,562,000
                                    - diluted   41,822,000      41,850,000      41,726,000      42,457,000

</TABLE>

See Notes to Condensed Consolidated Financial Statements.



                                       4
<PAGE>


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


<TABLE>
<CAPTION>
                                                                      (Unaudited)
                                                    Thirteen weeks ended        Thirty-nine weeks ended
                                                November 29,   November 30,   November 29,    November 30,
                                                    2003           2002           2003            2002
                                                    ----           ----           ----            ----
                                                                (amounts in thousands)
<S>                                             <C>             <C>             <C>             <C>
Net income                                      $   982         $ 2,910         $ 9,775         $14,943

Currency translation adjustment                   3,301             131           4,271           2,456
                                                -------         -------         -------         -------

Comprehensive income                            $ 4,283         $ 3,041         $14,046         $17,399
                                                =======         =======         =======         =======
</TABLE>


































See Notes to Condensed Consolidated Financial Statements.



                                       5
<PAGE>


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


                                                         (Unaudited)
                                                  Thirty-nine weeks ended
                                                  November 29   November 30,
                                                     2003          2002
                                                     ----          ----
                                                   (amounts in thousands)

Cash flows from operating activities:
  Net income                                       $  9,775        $14,943
  Add/(subtract) non-cash items included in
    net income:
    Depreciation and amortization                     4,798          3,681
    Deferred income taxes                              (207)           139

Change in operating assets and liabilities:
  Accounts receivable                                 4,133          4,151
  Inventories                                        (1,120)        (5,133)
  Income tax receivable                              (1,019)         2,669
  Prepaid expenses and other current assets          (1,542)        (2,178)
  Payables and other current liabilities             (7,574)        (5,306)
  Other assets and liabilities                          359         (3,414)
                                                   ---------       --------
      Cash provided by operating activities           7,603          9,552
                                                   ---------       --------

Cash flows from investing activities:
  Acquisition of business, net of cash acquired     (28,593)          -
  Additions to property, plant and equipment         (1,989)        (2,995)
                                                   ---------       --------
      Cash used in investing activities             (30,582)        (2,995)
                                                   ---------       --------

Cash flows from financing activities:
  Dividends paid to shareholders                     (3,262)           -
  Purchase of treasury stock and
    exercise of stock options                        (1,406)        (12,084)
                                                   ---------       ---------
      Cash used in financing activities              (4,668)        (12,084)
                                                   ---------       ---------

Effect of exchange rates on cash and cash
  equivalents                                         2,940           2,681
Net decrease in cash and cash equivalents          $(24,707)       $ (2,846)
                                                   =========       =========

Cash and cash equivalents at beginning of period   $ 114,259       $ 121,057
Cash and cash equivalents at end period            $  89,552       $ 118,211

Supplemental disclosure of cash flow information:
  Interest paid                                    $     133       $      82
  Income taxes paid                                $   4,741       $   8,242



See Notes to Condensed Consolidated Financial Statements.



                                       6
<PAGE>


                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             THIRTEEN AND THIRTY-NINE WEEKS ENDED NOVEMBER 29, 2003


1.   Summary of Significant Accounting Policies

     Basis  of  Presentation:   The  accompanying  unaudited  condensed  interim
     consolidated  financial statements have been prepared by The Topps Company,
     Inc.  and its  subsidiaries  (the  "Company")  pursuant  to the  rules  and
     regulations  of the  Securities  and  Exchange  Commission  and reflect all
     adjustments which are, in the opinion of management,  considered  necessary
     for a fair presentation. Operating results for the thirteen and thirty-nine
     week  periods  ended  November  29,  2003  and  November  30,  2002 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 March 1,
     2003.

     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 APB 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:


                              (In thousands of dollars, except per share data)

                                       For the thirteen weeks ended
                               November 29, 2003            November 30, 2002
                           ------------------------     ------------------------
                           As reported    Pro forma     As reported    Pro forma
                           ------------------------     ------------------------

      Net income             $   982       $   633        $ 2,910       $ 2,573
      ---------------------------------------------     ------------------------
      Earnings per share
        Basic                $  0.02       $  0.02        $  0.07       $  0.07
        Diluted              $  0.02       $  0.02        $  0.07       $  0.06
      ---------------------------------------------     ------------------------


                                      For the thirty-nine weeks ended
                               November 29, 2003            November 30, 2002
                           ------------------------     ------------------------
                           As reported    Pro forma     As reported    Pro forma
                           ------------------------     ------------------------

      Net income             $ 9,775        $ 8,877        $14,943      $14,268
      ---------------------------------------------     ------------------------
      Earnings per share
        Basic                $  0.24        $  0.22        $  0.36      $  0.34
        Diluted              $  0.23        $  0.21        $  0.35      $  0.33
      ---------------------------------------------     ------------------------




     Options  typically  vest  over a  three-year  period.  In  determining  the
     preceding  pro forma  amounts under SFAS 123, the fair value of each option
     grant is estimated as of the date of grant using the  Black-Scholes  option
     pricing model with the following  assumptions:  $0.16 per share dividend on
     fiscal  2004  options,  but no  dividend  on fiscal  2003 and  fiscal  2002
     options; risk free interest rate, estimated volatility and expected life as
     follows:  fiscal  2004  options - 4.4%,  38% and 6.5  years,  respectively;
     fiscal 2003 options - 4.5%,  35% and 6.5 years,  respectively;  fiscal 2002
     options - 5.7%, 59% and 6.7 years,  respectively.  There was no stock-based
     employee  compensation  in any  year,  so no  adjustment  to net  income is
     required to the proforma figures.



                                      7

<PAGE>

2.   Quarterly Comparison

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


3.   Accounts Receivable

                                                (Unaudited)
                                                November 29,     March 1,
                                                    2003           2003
                                                    ----           ----
                                                 (amounts in thousands)

        Gross receivables ..................... $  45,849       $ 43,250
        Reserve for returns ...................   (19,346)       (16,443)
        Reserve for discounts and bad debt ....    (2,536)        (1,602)
                                                ----------       --------
          Net ................................. $  23,967       $ 25,205
                                                ==========      =========



4.   Inventories

                                                (Unaudited)
                                                November 29,     March 1,
                                                    2003           2003
                                                    ----           ----
                                                 (amounts in thousands)



        Raw materials ......................... $  6,747        $  6,162
        Work in process .......................    3,960           2,229
        Finished products .....................   22,489          20,290
                                                --------        --------
          Total ............... ............... $ 33,196        $ 28,681
                                                ========        ========


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,  the Bazooka  bubble gum line and
     licensed confections including Pokemon and Yu-Gi-Oh! products.



                                       8
<PAGE>


     The  Entertainment  segment  primarily  consists of cards and sticker album
     products  featuring sports and non-sports  licenses.  Trading cards feature
     players from Major League Baseball,  the National  Basketball  Association,
     the National  Football League,  and the National Hockey League,  as well as
     characters  from popular films,  television  shows and other  entertainment
     properties. Sticker album products feature players from the English Premier
     League,  as well as  characters  from  entertainment  properties  including
     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  management  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 Company does not  allocate  assets  between its  business  segments and
     therefore  does not  include a  breakdown  of assets  or  depreciation  and
     amortization by segment.

<TABLE>
<CAPTION>

                                                    Thirteen weeks ended          Thirty-nine weeks ended
                                                November 29,     November 30,   November 29,    November 30,
                                                    2003             2002           2003            2002
                                                    ----             ----           ----            ----
                                                                   (amounts in thousands)
<S>                                             <C>             <C>             <C>             <C>
        Net Sales
        ---------
        Confectionery ........................  $ 31,886        $ 29,225        $119,227        $114,575
        Entertainment ........................    46,694          37,442         108,336         109,852
                                                --------        --------        --------        --------
        Total ................................  $ 78,580        $ 66,667        $227,563        $224,427
                                                ========        ========        ========        ========

        Contributed Margin
        ------------------
        Confectionery ........................  $  9,253        $  9,819        $ 38,493        $ 40,977
        Entertainment ........................    10,964           9,602          28,383          28,697
                                                --------        --------        --------        --------
        Total                                   $ 20,217        $ 19,421        $ 66,876        $ 69,674
                                                ========        ========        ========        ========



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

        Total contributed margin .............  $ 20,217        $ 19,421        $ 66,876        $ 69,674
        Unallocated general and
          administrative expense
          and manufacturing overhead .........   (17,629)        (17,000)        (49,827)        (48,066)
        Depreciation and amortization ........    (1,954)         (1,248)         (4,798)         (3,681)
        Other income (expense) ...............        21            (360)            345            (138)
                                                ---------       ---------       ---------       ---------
        Income from operations ...............       655             813          12,596          17,789
        Interest income, net .................       445             673           1,929           1,873
                                                ---------       ---------       ---------       ---------
        Income before provision for income
          taxes ..............................  $  1,100        $  1,486        $ 14,525        $ 19,662
                                                =========       =========       =========       =========
</TABLE>

6.   Dividends

     On June 26,  2003,  the  Board  of  Directors  of the  Company  declared  a
     quarterly  cash  dividend of $0.04 per share,  payable on August 1, 2003 to
     shareholders  of record on July 18, 2003. On October 8, 2003,  the Board of
     Directors of the Company  declared a quarterly  cash  dividend of $0.04 per
     share, payable on October 31, 2003 to shareholders of record on October 17,
     2003.



                                       9

<PAGE>

7.   Credit Agreement

     On June 26, 2000,  the Company  entered into a credit  agreement with Chase
     Manhattan  Bank  and  LaSalle  Bank  National  Association.  The  agreement
     provides  for a $35.0  million  unsecured  facility to cover  revolver  and
     letter of credit  needs and expires on June 26,  2004.  Interest  rates are
     variable and are a function of the Company's  EBITDA.  The credit agreement
     contains  restrictions and prohibitions of a nature generally found in loan
     agreements of this type and requires the Company,  among other  things,  to
     comply with certain  financial  covenants,  limits the Company's ability to
     repurchase its shares,  sell or acquire assets or borrow  additional  money
     and  prohibits  the  payment  of  dividends.  The credit  agreement  may be
     terminated  by the Company at any point over the four-year  term  (provided
     the Company repays all outstanding  amounts thereunder) without penalty. On
     June 1, 2002,  the credit  agreement was amended to provide for an increase
     in the number of shares of Topps common stock  permitted to be repurchased,
     and the credit agreement was  subsequently  amendeded to permit the payment
     of dividends subject to the same limitations for share  repurchases.  There
     was no debt outstanding as of November 29, 2003.


8.   Reclassifications

     Effective  March 3, 2002,  the  Company  adopted  the EITF Issue No.  00-14
     "Accounting for Sales  Incentives"  which requires  certain trade promotion
     expenses,  such as slotting  fees, to be presented as a reduction in sales.
     As a result, trade promotion expenses for the thirteen weeks ended November
     29, 2003 and November 30, 2002 of $1,392,000  and  $584,000,  respectively,
     and for the thirty-nine weeks ended November 29, 2003 and November 30, 2002
     of  $2,845,000  and  $2,250,000,  respectively,  have  been  reported  as a
     reduction of net sales rather than as marketing expense.  These changes did
     not impact reported earnings in either period.


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 July 2003  acquisition  of  WizKids  goodwill  and other
     intangibles increased by $18.7 million and $6.2 million,  respectively (see
     Note 11).




                                       10

<PAGE>

     Intangible  assets  consisted of the  following as of November 29, 2003 and
     March 1, 2003:

<TABLE>
<CAPTION>
                                                              (amounts in thousands)
                                            November 29, 2003                        March 1, 2003
                                               (Unaudited)
                                    Gross                              '    Gross
                                   Carrying   Accumulated              '   Carrying   Accumulated
                                    Value     Amortization     Net     '    Value     Amortization     Net
                                 --------------------------------------'--------------------------------------
<S>  <C>                           <C>          <C>          <C>           <C>          <C>          <C>
     Licenses & Contracts          $21,569      $17,104      $ 4,465   '   $21,879      $16,594      $ 5,285
     Intellectual Property          18,784       12,993        5,791   '    12,584       12,473          111
     Software & Other                2,953        2,695          258   '     2,953        2,602          351
     Min. Pension  Liab.               539         -             539   '       294         -             294
                                   -------      -------      -------   '   -------      -------      -------
     Total Intangibles             $43,845      $32,792      $11,053   '   $37,710      $31,669      $ 6,041
                                   =======      =======      =======   '   =======      =======      =======
</TABLE>

     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)

                                   2004                  $   2,251
                                   2005                  $   1,797
                                   2006                  $   1,797
                                   2007                  $   1,750
                                   2008                  $   1,703


     In addition to the  amortization  of  intangibles  listed  above,  reported
     amortization expense,  which was $1,802,000 for the thirty-nine weeks ended
     November 29, 2003,  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
     distribution  arrangements  for its licensed  products comply with European
     law (the "EU investigation").  The Commission was seeking information as to
     whether  Topps  Europe has  engaged in the  prevention  of  parallel  trade
     between the member states of the European  Union and/or  European  Economic
     Area, in  infringement  of Article 81 of the EC Treaty and/or Article 54 of
     the EEA Treaty.  Topps Europe filed a response to the Commission's  inquiry
     on November 29, 2000, and provided further information to the Commission on
     February 2, 2001,  pursuant to its request.  The  Commission  continued its
     investigation  by submitting new requests for documents and  information in
     early 2003. On June 17, 2003, the Commission  took the first formal step in
     the investigation and filed a Statement of Objections,  therein coming to a
     preliminary  conclusion that Topps and its European subsidiaries  infringed
     Article 81 of the EC treaty  during 2000.  Topps and Topps Europe have each
     formally responded to the Statement of Objections and a hearing in front of
     the European  Commission  Tribunal  took place on October 23, 2003.  If the
     Commission  were to levy a fine  that is  ultimately  upheld,  it  could be
     substantial.  The maximum  amount of the fine that could be levied  against
     Topps and Topps Europe is 10% of annual revenues.



                                       11


<PAGE>

     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 sporting  implement or jersey.  Topps received an opinion of counsel that
     its relic cards did not infringe the 501 Patent.  After initial  discovery,
     on November 15, 2000 the Defendants  jointly moved for summary judgement 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  orchestrated  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. A scheduling conference
     was held  before  Judge  Stotler  on  October  20,  2003 at which  time the
     pretrial schedule was decided and a stay was entered on all willfulness and
     damages discovery until January 20, 2004. Under the current schedule, trial
     is set to commence on November 9, 2004. Judge Stotler advised that she will
     not conduct a separate claim construction  hearing, but will instead decide
     such issues in the context of summary  judgment  motions that are filed. An
     adverse outcome in the litigation  could result in a substantial  liability
     for the Company.


11.  Acquisition of Wizkids, LLC

     On July 9, 2003, the Company acquired  Wizkids,  LLC ("WizKids") for a cash
     purchase  price of  approximately  $28.4 million.  WizKids,  a designer and
     marketer of  collectible  strategy  games,  is  headquartered  in Bellevue,
     Washington,   and   generated   net  revenues  in  calendar  year  2002  of
     approximately  $33 million,  principally  in the U.S. The  acquisition  was
     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 its date of acquisition, and an 8K/A including
     proforma  financial  information  has been  filed.  The  allocation  of the
     purchase  price has been  reflected in the financial  statements  contained
     herein.

     The total consideration payable by the Company to the WizKids' shareholders
     is  comprised  of  $29.5  million  in  cash,  offset  by a  purchase  price
     adjustment  based on the level of WizKids  working  capital at the closing.
     The working  capital  adjustment is the amount by which net working capital
     at the closing was less than the  required  $3.7 million  benchmark  level.
     $28,284,469  was paid at closing to the  shareholders of WizKids based on a
     preliminary  negative working capital  adjustment of $1,215,531,  which was
     followed by a final payment of $92,031 in the third quarter.  Additionally,
     the  allocation  of the  purchase  price  includes  $6.2  million  for  the
     intellectual property rights associated with the WizKids product line which
     is being amortized over a estimated useful life of 6 years.



                                       12

<PAGE>

     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 is being  accounted for as deferred
     compensation expense and is being amortized over four years. If Mr. Weisman
     does  not  remain  as a Topps  employee  for the  full  four  years  of the
     agreement,  he will be required to pay the  Company  the  remainder  of the
     unamortized balance of his deferred compensation.  As an additional part of
     his  employment  agreement,  Mr.  Weisman is also  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 are  vested  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
               estimated transaction costs                   700,000
                                                        ------------
         Total purchase price                           $ 28,402,630
                                                        ============


     The following  table provides the  preliminary  estimated 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                                         18,747,108
                                                        ------------
         Total estimated fair value of net
         assets acquired and estimated goodwill         $ 28,402,630
                                                        ============


     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
     3, 2002 is as follows:


<TABLE>
<CAPTION>

                                   Thirteen weeks ended           Thirty-nine weeks ended
                                November 29,    November 30,    November 29,    November 30,
                                   2003            2002            2003            2002
                                   ----            ----            ----            ----
<S>     <C>                      <C>              <C>             <C>             <C>
        Net sales                $ 78,580         $ 79,137        $240,951        $252,769
        Income from operations        655            3,520          10,793          23,593
        Net income               $    982         $  4,640        $  8,664        $ 18,666
                                 ========         ========        ========        ========


Net income per share - basic     $   0.02         $   0.11        $   0.21        $   0.45
                     - diluted       0.02             0.11            0.21            0.44

</TABLE>



                                       13

<PAGE>

12.  Recently Issued Accounting Pronouncements

     In January of 2003, FASB  Interpretation  No. (FIN) 46,  "Consolidation  of
     Variable  Interest  Entities and  Interpretation of ARB No. 51," was issued
     and applies immediately to variable interest entities created after January
     31, 2003, and to variable interest entities in which an enterprise  obtains
     an interest after that date. It applies in the first fiscal year or interim
     period beginning after June 15, 2003 to variable interest entities in which
     an enterprise holds a variable interest that it acquired before February 1,
     2003.  This  Interpretation  clarifies  the  application  of  ARB  No.  51,
     Consolidated  Financial  Statements,  to certain  entities in which  equity
     investors  do not  have  the  characteristics  of a  controlling  financial
     interest or do not have sufficient equity at risk for the entity to finance
     its activities without additional subordinated financial support from other
     parties.  This  Statement  did not have a material  effect on the Company's
     consolidated results of operations or financial position.

     In April 2003,  SFAS No. 149,  "Amendment  of Statement  133 on  Derivative
     Financial  Instruments and Hedging Activities," was issued and is effective
     for  contracts  entered  into or modified  after June 30,  2003,  except as
     stated below and for hedging relationships  designated after June 30, 2003.
     The changes in this Statement improve financial reporting by requiring that
     contracts with comparable  characteristics  be accounted for similarly.  In
     particular,  this  Statement  (1)  clarifies  under  what  circumstances  a
     contract  with an initial  net  investment  meets the  characteristic  of a
     derivative discussed in paragraph 6(b) of Statement 133, (2) clarifies when
     a derivative contains a financing  component,  (3) amends the definition of
     an   underlying   guarantee  to  conform  it  to  language   used  in  FASB
     Interpretation No. 45, "Guarantor's  Accounting and Disclosure Requirements
     for Guarantees,  Including  Indirect  Guarantees of Indebtedness of Others"
     and (4) amends  certain other existing  pronouncements.  This Statement did
     not  have a  material  effect  on the  Company's  consolidated  results  of
     operations or financial position.

     In May 2003, SFAS No. 150,  "Accounting for Certain  Financial  Instruments
     with  Characteristics  of both  Liabilities  and Equity," was issued and is
     effective for financial  instruments entered into or modified after May 31,
     2003,  and  otherwise is effective  at the  beginning of the first  interim
     period  beginning  after June 15,  2003,  except for  mandatory  redeemable
     financial  instruments of nonpublic  entities.  This Statement  establishes
     standards  for how an issuer  classifies  and  measures  certain  financial
     instruments  with  characteristics  of  both  liabilities  and  equity.  It
     requires that an issuer classify a financial  instrument that is within its
     scope as a  liability  (or an asset in some  circumstances).  Many of those
     instruments  were previously  classified as equity.  This Statement did not
     have a material effect on the Company's  consolidated results of operations
     or financial position.


13.  Subsequent Events

     On  January 8,  2004,  the Board of  Directors  of the  Company  declared a
     regular quarterly cash dividend of $0.04 per share,  payable on January 30,
     2004 to shareholders of record on January 16, 2004.




                                       14

<PAGE>

INDEPENDENT ACCOUNTANTS' REPORT



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


We have reviewed the accompanying  condensed  consolidated  balance sheet of The
Topps Company,  Inc. and  subsidiaries  (the "Company") as of November 29, 2003,
and  the  related   condensed   consolidated   statements  of   operations   and
comprehensive  income  for the  thirteen  and  thirty-nine  week  periods  ended
November 29, 2003 and November 30, 2002 and of cash flows for thirty-nine  weeks
ended November 29, 2003 and November 30, 2002.  These  financial  statements are
the responsibility of the Company's management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  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
auditing  standards  generally  accepted in the United  States of  America,  the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to such condensed  consolidated  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 auditing  standards  generally
accepted in the United States of America,  the consolidated balance sheet of the
Company  as of  March  1,  2003,  and the  related  consolidated  statements  of
operations,  stockholders'  equity,  and cash flows for the year then ended (not
presented  herein);  and in our report  dated  April 4, 2003,  we  expressed  an
unqualified  opinion (and included an explanatory  paragraph with respect to the
adoption of the  non-amortization  provisions for goodwill and other  indefinite
lived intangible  assets,  as discussed in Note 6 to the consolidated  financial
statements) on those  consolidated  financial  statements.  In our opinion,  the
information set forth in the accompanying  condensed  consolidated balance sheet
as of March 1, 2003 is fairly stated, in all material  respects,  in relation to
the consolidated balance sheet from which it has been derived.




s/   DELOITTE & TOUCHE LLP   /s




January 9, 2004
New York, New York



                                       15

<PAGE>


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


Third Quarter Fiscal Year 2004 (thirteen weeks ended November 29, 2003) versus
------------------------------------------------------------------------------
Third Quarter Fiscal Year 2003 (thirteen weeks ended November 30, 2002)
-----------------------------------------------------------------------

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


                           Thirteen weeks ended       Thirty-nine weeks ended
                        November 29,  November 30,   November 29,  November 30,
                            2003          2002           2003          2002
                            ----          ----           ----          ----
                                      (In thousands of dollars)

        Net Sales
        ---------
        Confectionery     $  31,886    $  29,225       $ 119,227    $ 114,575
        Entertainment        46,694       37,442         108,336      109,852
                          ---------    ---------       ---------    ---------
        Total             $  78,580    $  66,667       $ 227,563    $ 224,427
                          =========    =========       =========    =========


Net sales for the third  quarter of fiscal  2004  increased  $11.9  million,  or
17.9%,  to $78.6  million  from $66.7  million  for the same  period  last year.
WizKids,  acquired  in July of  this  year,  contributed  $6.8  million  of this
increase,  and stronger foreign  currencies versus the dollar increased sales by
another $2.0 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,  increased $2.7 million, or 9.1%, in the third quarter of this year to
$31.9 million from $29.2 million in fiscal 2003.  The increase,  the majority of
which  occurred  in  international  markets,  was largely due to the roll out of
Juicy Drop Pop, sales of licensed candy  containers in Europe and stronger sales
of seasonal products domestically.

Net sales of entertainment  products,  which consist of cards, stickers,  albums
and the WizKids line of strategy  games,  increased $9.2 million,  or 24.7%,  to
$46.7 million in the third quarter of fiscal 2004 from $37.4 million in the same
period  last  year.  This  increase  was  primarily  the  result of the  WizKids
acquisition.  Additionally,  sales of non-sports  publishing products were above
last year, driven by sales of Yu-Gi-Oh! products in Europe and Garbage Pail Kids
stickers  domestically.  Sales of  traditional  sports  cards  were  flat in the
quarter versus last year, with the timing of football  products and higher sales
of  basketball  products  offseting a 20%  reduction  in the number of releases.
Internet sales continued to run below year-ago levels.

Gross  profit as a  percentage  of net sales of 30.4% in the  third  quarter  of
fiscal 2004 was lower than last year's 32.5%  primarily due to costs  associated
with  slow-moving  products at WizKids.

SG&A as a percentage  of net sales was 29.6% in the third quarter of fiscal 2004
versus 30.7% a year ago,  and SG&A dollar  spending  increased to $23.3  million
from $20.5  million.  The dollar  increase was largely the result of the WizKids
acquisition,  increased  marketing  costs due to new product  introductions  and
increased media activity  worldwide as well as legal expense associated with the
European  Commission  legal case.  The increase in SG&A expense versus last year
was partially offset by an accrual last year for a legal settlement.



                                       16

<PAGE>


Interest  income,  net of $445,000  in the quarter  this year was below year-ago
levels due to lower  interest  rates and reduced  cash  balances  following  the
WizKids acquisition.

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
10.7% in the third  quarter  of this year  versus a credit  last  year.  In both
years, the unusually low tax rate was a function of a reduction in the full year
tax rate outlook.

Net  income  for the third  quarter of fiscal  2004 was  $982,000,  or $0.02 per
diluted share, compared with $2.9 million, or $0.07 per diluted share last year.
Contained  within the fiscal  2004  figures  is a WizKids  pre-tax  loss of $3.0
million, or $0.05 per diluted share.


Nine Months Fiscal 2004 (thirty-nine weeks ended November 29, 2003) versus
--------------------------------------------------------------------------
Nine Months Fiscal 2003 (thirty-nine weeks ended November 30, 2002)
-------------------------------------------------------------------

Net sales in the first nine months of fiscal 2004  increased  $3.2  million,  or
1.4%,  to $227.6  million  from  $224.4  million  for the same period last year.
WizKids added $11.8 million in sales, and stronger foreign currencies versus the
dollar increased sales by another $6.6 million this year.

Net sales of  confectionery  products  increased  $4.6 million,  or 4.1%, in the
first nine months of this year to $119.2  million from $114.6  million in fiscal
2003,  primarily  as the result of the  introduction  of Juicy Drop Pop and Baby
Bottle Pop with Candy  Juice as well as higher  sales of Pokemon  and  Yu-Gi-Oh!
confectionery products in Europe.

Net sales of entertainment  products  decreased $1.6 million,  or 1.4%, in first
nine  months of this year to $108.3  million  from  $109.9  million  despite the
WizKids  acquisition  which added $11.8 million to sales during the period.  The
decrease was primarily the result of lower sales of traditional  sports cards in
the U.S.,  a larger  reversal  last year of the returns  provision  for European
sports products, and lower sales of products sold via the Internet.

Gross  profit as a  percentage  of net sales for the first nine months of fiscal
2004 increased slightly to 35.8% as compared with 35.5% for the same period last
year. This  improvement was the result of lower royalty expense due to a reduced
percentage of licensed  products this year as well as to a reduction in overhead
costs at our Scranton, Pennsylvania manufacturing facility. Partially offsetting
these improvements were costs associated with slow-moving products at WizKids.

SG&A expense was $69.2 million for the first nine months of fiscal 2004 compared
to $61.7  million in 2003.  The  acquisition  of WizKids  added $4.1  million in
overhead  and  $0.7  million  in  amortization  costs.  In  addition,  increased
marketing  associated with new product  introductions  and media activity in the
U.S.  and  Europe,  stronger  European  currencies  and  higher  legal  expenses
contributed to greater costs this year. The absence of costs  associated  with a
legal settlement last year served to reduce expenses.

Interest  income,  net for the  thirty-nine  week period was  unchanged  at $1.9
million in fiscal 2004 versus $1.9  million in fiscal 2003,  as interest  from a
tax refund received in the first quarter of this year offset the impact of lower
interest rates and reduced cash balances following the WizKids acquisition.

The tax rate for the first nine months of fiscal 2004 was 32.7% versus 24.0% for
the same period last year which was favorably impacted by income tax credits.

Net income in first nine  months of fiscal 2004 was $9.8  million,  or $0.23 per
diluted  share,  compared  with $14.9  million,  or $0.35 per diluted share last
year.



                                       17

<PAGE>

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

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

At  November  29,  2003,  the  Company  had  $89.6  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. The agreement provides for
a $35.0 million unsecured  facility to cover revolver and letter of credit needs
and expires on June 26, 2004.  Interest rates are variable and are a function of
the  Company's   EBITDA.   The  credit  agreement   contains   restrictions  and
prohibitions  of a nature  generally  found in loan  agreements of this type and
requires  the Company,  among other  things,  to comply with  certain  financial
covenants,  limits the  Company's  ability to  repurchase  its  shares,  sell or
acquire  assets  or  borrow  additional  money  and  prohibits  the  payment  of
dividends.  The credit  agreement  may be terminated by the Company at any point
over the four year term  (provided the Company  repays all  outstanding  amounts
thereunder)  without penalty.  On June 1, 2002, the credit agreement was amended
to  provide  for an  increase  in the  number of shares  of Topps  common  stock
permitted to be repurchased,  and the credit agreement was subsequently  amended
to permit the  payment of  dividends  subject to the same  limitation  for share
repurchases. There was no debt outstanding as of November 29, 2003.

In October 1999, the Board of Directors authorized the Company to purchase up to
5  million  shares  of its  stock.  In  October  2001,  purchases  against  this
authorization were completed, and the Board of Directors authorized the purchase
of up to an  additional 5 million  shares of stock.  During the third quarter of
fiscal  2004,  the  Company  did  not  purchase  any  shares.  The  Company  has
repurchased a total of 2.9 million shares under the second authorization.

In the nine months ended  November 29, 2003,  the Company's net decrease in cash
and cash  equivalents was $24.7 million versus a decrease of $2.8 million in the
comparable  period of fiscal 2003.  Cash provided by operating  activities  this
year was $7.6  million  versus $9.6 million last year largely due to a reduction
in net income and a greater cash  pension  contribution,  partially  offset by a
lesser increase in inventory this year than last.

Cash used in investing activities of $30.6 million this year versus $3.0 million
last year,  reflects the $28.6 million purchase of WizKids this year. Outside of
the WizKids  acquisition,  the cash use in both periods  reflects the  Company's
capital spending.

Cash used in financing  activities  reflects $3.3 million in cash  dividends and
$1.4  million of net treasury  stock  purchases  this year,  versus net treasury
stock  purchases  of $12.1  million in fiscal  2003.  There were no purchases of
treasury stock in the third quarter of this year.



                                       18

<PAGE>

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

In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform Act of 1995 (the "Reform Act"),  the Company is hereby filing
cautionary  statements  identifying  important  factors  that could cause actual
results  to  differ  materially  from  those  projected  in any  forward-looking
statements  of the Company made by or on behalf of the Company,  whether oral or
written.  Among the factors  that could cause the  Company's  actual  results to
differ  materially from those indicated in any such forward  statements are: (i)
the failure of certain of the Company's principal products,  particularly sports
cards, entertainment cards, lollipops and sticker album collections,  to achieve
expected sales levels;  (ii) 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) civil unrest,  currency  devaluation,  health-related  issues, or
political  upheaval in certain foreign  countries in which the Company  conducts
business; (xi) an adverse outcome in the EU investigation; and (xii) the failure
of certain new products being  introduced by WizKids to achieve  expected levels
of success;  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.

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  assumptions  that affect the reported  amounts of revenue,
expenses,  assets,  liabilities  and the  disclosure  of  contingent  assets and
liabilities.

On an on-going basis,  Topps  management  evaluates its estimates and judgments,
including those related to revenue recognition,  goodwill and intangible assets,
and reserves,  based on historical  experience and on various other factors that
are believed to be reasonable under the circumstances. Actual results may differ
from  these  estimates.  Note 1 to  the  Company's  Annual  Report  "Summary  of
Significant  Accounting Policies" summarizes each of its significant  accounting
policies.   Additionally,  Topps  management  believes  the  following  critical
accounting  policies,  among others,  affect its more significant  judgments and
estimates used in the preparation of its consolidated financial statements:

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.

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 of up to twenty  years.  Management
evaluates the  recoverability  of intangible assets under the provisions of SFAS
144,  using several  approaches  including  market  multiples  and  undiscounted
projections of future cash flows attributable to the individual assets.

Estimates:  The preparation of financial statements in conformity with generally
accepted  accounting  principles requires Topps management to make estimates and
assumptions which affect the reporting of assets and liabilities as of the dates
of the  financial  statements  and revenues and  expenses  during the  reporting
period.  These  estimates  primarily  relate to the provision for sales returns,
allowance for doubtful  accounts,  inventory  obsolescence and asset valuations.
Actual results could differ from these estimates.



                                       19

<PAGE>


ITEM 3. DISCLOSURES ABOUT MARKET RISK

The Company's  exposure to market risk  associated with activities in derivative
financial  instruments  (e.g.,  hedging  or  currency  swap  agreements),  other
financial  instruments and derivative  commodity  instruments is confined to the
impact of  mark-to-market  changes in foreign  currency  rates on the  Company's
forward contracts and options.  The Company has no debt outstanding and does not
engage in any  commodity-related  derivative  transactions.  As of November  29,
2003,  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  weakening  of the  U.S.  dollar,
resulted in an unfavorable mark-to-market adjustment in the quarter.












































                                       20


<PAGE>

ITEM 4. CONTROLS AND PROCEDURES


(a) 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  13(a)-15(e)  and  15(d)-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.


(b) Changes in internal controls.
There have not been any changes in our internal control over financial reporting
(as such term is defined in Rules 13(a)-15(f) and 15(d)-15(f) under the Exchange
Act) during the fiscal quarter to which this report relates that have materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.


































                                       21


<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 distribution arrangements for
its licensed  products  comply with European law (the "EU  investigation").  The
Commission was seeking information as to whether Topps Europe has engaged in the
prevention of parallel  trade  between the member  states of the European  Union
and/or  European  Economic Area, in  infringement of Article 81 of the EC Treaty
and/or  Article 54 of the EEA  Treaty.  Topps  Europe  filed a  response  to the
Commission's  inquiry on November 29, 2000, and provided further  information to
the  Commission  on February 2, 2001,  pursuant to its request.  The  Commission
continued  its  investigation  by  submitting  new  requests for  documents  and
information  in early 2003.  On June 17,  2003,  the  Commission  took the first
formal step in the  investigation  and filed a Statement of Objections,  therein
coming to a  preliminary  conclusion  that Topps and its  European  subsidiaries
infringed  Article 81 of the EC treaty during 2000.  Topps and Topps Europe have
each formally responded to the Statement of Objections and a hearing in front of
the  European  Commission  Tribunal  took  place on  October  23,  2003.  If the
Commission  were  to  levy a  fine  that  is  ultimately  upheld,  it  could  be
substantial.  The maximum  amount of the fine that could be levied against Topps
and Topps Europe is 10% of annual revenues.

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 sporting  implement or jersey.
Topps  received an opinion of counsel  that its relic cards did not infringe the
501 Patent. After initial discovery, on November 15, 2000 the Defendants jointly
moved  for  summary   judgement  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  orchestrated  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. A scheduling  conference was
held  before  Judge  Stotler on  October  20,  2003 at which  time the  pretrial
schedule  was  decided  and a stay was  entered on all  willfulness  and damages
discovery until January 20, 2004.  Under the current  schedule,  trial is set to
commence on November 9, 2004.  Judge Stotler advised that she will not conduct a
separate claim construction  hearing, but will instead decide such issues in the
context of summary  judgment  motions that are filed.  An adverse outcome in the
litigation could result in a substantial liability for the Company.



                                       22

<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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


     10.1 First   Amendment,   effective  August  1,  2003,  to  the  Employment
          Agreement, dated as of July 9, 2003 between WizKids, LLC and Jordan K.
          Weisman*

     10.2 Second  Amendment,  effective  October  1,  2003,  to  the  Employment
          Agreement dated as of July 9, 2003, between WizKids, LLC and Jordan K.
          Weisman*

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

     31.2 Certification  of  Principal   Financial  Officer  pursuant  to  Rules
          13(a)-14(a) and 15(d)-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  and  Chief
          Financial  Officer  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  November  19, 2003,  reporting  the  termination  of
          discussions  to acquire  certain  assets of the Foreign Candy Company,
          Inc.

     2.   Form 8-K, dated January 8, 2004, with press release,  dated January 7,
          2004,  reporting  the Company's  fiscal 2004 third  quarter  financial
          results.

     3.   Form 8-K, dated January 8, 2004, with press release,  dated January 8,
          2004, reporting the Company's fourth quarter dividend declaration.



                                    SIGNATURE

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

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


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


January 13, 2004


*Filed herewith

                                       23

<PAGE>

                                                                Exhibit 10.1


                                 FIRST AMENDMENT
                             TO EMPLOYMENT AGREEMENT

     FIRST  AMENDMENT,  dated  August 1, 2003 (this  "First  Amendment")  to the
Employment Agreement,  dated as of July 9, 2003 between WizKids, LLC, a Delaware
limited liability  company (the "Company"),  Jordan Weisman (the "Executive) and
for purposes of Sections 3(d) and 6(f) only, The Topps Company,  Inc. ("Topps"),
a Delaware corporation.

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS,  the parties desire to amend the Agreement as more fully set forth
herein.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which  are  hereby  acknowledged,  and in  consideration  of the
agreements herein, the parties hereto agree as follows:

Defined Terms.
-------------
Unless otherwise defined herein, capitalized terms in this First Amendment shall
have the meanings ascribed to them in the Agreement.

Amendments.
-----------

Section 3(d) of the Agreement is hereby  amended and restated in its entirety to
read as follows:

     "(d) Options.  On July 29, 2003,  Topps shall grant the Executive an option
to purchase  165,000 shares of common stock of Topps, at an exercise price equal
to the Fair  Market  Value (as such term is  defined  in the  Topps'  2001 Stock
Incentive Plan) as of such date. The option shall vest as to 41,250 shares as of
the date hereof, and shall vest as to an additional 41,250 shares on each of the
first,  second,  and third  anniversaries  of such date and shall  otherwise  be
subject to the terms and conditions of the Company's  Topps 2001 Stock Incentive
Plan and a stock  option  agreement  entered  into  between the parties  hereto,
containing customary terms for similarly situated employees of Topps."


Miscellaneous.
--------------

The terms of this First  Amendment and all rights and obligations of the parties
hereto shall be interpreted and governed by the laws of Delaware, without giving
effect to the choice of law principles  thereof. No amendment or modification of
this First Amendment or the Agreement shall be valid or binding upon the parties
unless in writing and signed by both parties.

Enforceability of Agreement.
----------------------------
Except as otherwise  specifically provided herein, the Agreement shall remain in
full  force  and  effect in  accordance  with its  terms,  without  any  waiver,
amendment or  modification  of any  provision  thereof.  All  references  in the
Agreement  to "this  Agreement"  shall be  deemed to refer to the  Agreement  as
amended by this First Amendment.

Counterparts.
-------------

This First Amendment may be executed in  counterparts  (including by facsimile),
each of which shall be deemed an original, but all of which shall constitute the
same instrument.

                            [signature page follows]



                                       24

<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this First Amendment
as of the date and year first above written.



                                        WizKids, LLC



                                        By:  s/ Donald J. Gorski /s
                                            -------------------------
                                            Name: Donald J. Gorski
                                            Title: President


                                        By:  s/ Jordan Weisman /s
                                            ---------------------
                                            Jordan Weisman




                                        TOPPS COMPANY, INC., solely with
                                        respect to Sections 3(d) and 6(f)
                                        of the Agreement.





                                        By:  s/ Warren Friss /s
                                            -------------------
                                            Name:  Warren Friss
                                            Title: Vice President



                                       25

<PAGE>

                                                                Exhibit 10.2



                                SECOND AMENDMENT
                             TO EMPLOYMENT AGREEMENT

     SECOND  AMENDMENT,  dated October 1, 2003 (this "Second  Amendment") to the
Employment Agreement,  dated as of July 9, 2003 between WizKids, LLC, a Delaware
limited liability company (the "Company"),  Jordan Weisman (the "Executive") and
for purposes of Section 3(a) only, The Topps Company, Inc. ("Topps"), a Delaware
corporation.

                              W I T N E S S E T H :
                               - - - - - - - - - -

     WHEREAS,  the parties desire to amend the Agreement as more fully set forth
herein.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which  are  hereby  acknowledged,  and in  consideration  of the
agreements herein, the parties hereto agree as follows:

Defined Terms.
--------------
Unless  otherwise  defined herein,  capitalized  terms in this Second  Amendment
shall have the meanings ascribed to them in the Agreement.

Amendments.
-----------

Section 3(a) of the Agreement is hereby  amended and restated in its entirety to
read as follows:

     "(a) Salary. The Company shall pay to the Executive a salary (the "Salary")
of $200,000 per annum,  payable in accordance with the payroll  practices of the
Company as the same shall exist from time to time.  The Salary shall be reviewed
for increase  (but not decrease) on an annual basis  coinciding  with the fiscal
year end of the Company."

Miscellaneous.
--------------

The terms of this Second Amendment and all rights and obligations of the parties
hereto shall be interpreted and governed by the laws of Delaware, without giving
effect to the choice of law principles  thereof. No amendment or modification of
this  Second  Amendment  or the  Agreement  shall be valid or  binding  upon the
parties unless in writing and signed by both parties.

Enforceability of Agreement.
----------------------------

Except as otherwise  specifically provided herein, the Agreement shall remain in
full  force  and  effect in  accordance  with its  terms,  without  any  waiver,
amendment or  modification  of any  provision  thereof.  All  references  in the
Agreement  to "this  Agreement"  shall be  deemed to refer to the  Agreement  as
amended by this Second Amendment.

Counterparts.
-------------

This Second Amendment may be executed in counterparts  (including by facsimile),
each of which shall be deemed an original, but all of which shall constitute the
same instrument.

                            [signature page follows]



                                       26

<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have executed this Second Amendment
as of the date and year first above written.




                                        WizKids, LLC



                                        By:  s/ Donald J. Gorski /s
                                            ----------------------
                                            Name:  Donald J. Gorski
                                            Title: President


                                        By:  s/ Jordan Weisman /s
                                            ----------------------
                                            Jordan Weisman




                                        TOPPS COMPANY, INC., solely with
                                        respect to Sections 3(a) of the
                                        Agreement.





                                        By:  s/ Warren Friss /s
                                            -------------------
                                            Name: Warren Friss
                                            Title: Vice President



                                       27

<PAGE>


                                                                Exhibit 31.1


FORM OF CERTIFICATION  REQUIRED BY RULES  13(a)-14(a) AND 15(d)-14(a)  UNDER THE
SECURITIES EXCHANGE ACT OF 1934


I, Arthur T. Shorin, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of The Topps  Company,
     Inc.

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e) for the registrant and we
     have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.


Date: January 13, 2004


                        THE TOPPS COMPANY, INC.     s/  Arthur T. Shorin  /s
                        -----------------------     -------------------------
                              REGISTRANT            Chairman, Chief Executive
                                                      Officer and President



                                       28

<PAGE>


                                                                Exhibit 31.2

FORM OF  CERTIFICATION  REQUIRED BY RULES  13(a)-14(a) AND 15(d)-14(a) UNDER THE
SECURITIES EXCHANGE ACT OF 1934


I, Catherine K. Jessup, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of The Topps  Company,
     Inc.

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e) for the registrant and we
     have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.


Date: January 13, 2004

                       THE TOPPS COMPANY, INC.     s/  Catherine K. Jessup  /s
                       -----------------------    ------------------------------
                              REGISTRANT          Vice President-Chief Financial
                                                             Officer




                                       29

<PAGE>

                                                                Exhibit 32.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




In  connection  with the  Quarterly  Report  of The  Topps  Company,  Inc.  (the
"Company") on Form 10-Q for the period ended November 29, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Arthur
T.  Shorin,  Chairman,  Chief  Executive  Officer and  President of the Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.







                                          s/ Arthur T. Shorin /s
                                        -------------------------
                                        Chairman, Chief Executive
                                          Officer and President


January 13, 2004










                                       30

<PAGE>


                                                                Exhibit 32.2




                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




In  connection  with the  Quarterly  Report  of The  Topps  Company,  Inc.  (the
"Company") on Form 10-Q for the period ended November 29, 2003 as filed with the
Securities  and  Exchange  Commission  on the date  hereof  (the  "Report"),  I,
Catherine K. Jessup,  Vice President and Chief Financial Officer of the Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.







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

January 13, 2004












                                       31