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 August 30, 1997

                                                           OR

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

Commission File Number:  0-15817


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

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

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

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













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



The number of outstanding shares of Common Stock as of October 6,1997 was
46,400,010.


<PAGE>
           

                             THE TOPPS COMPANY, INC.




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


ITEM 1.  FINANCIAL STATEMENTS

      Index                                                               Page

         Condensed Consolidated Balance Sheets as of
           August 30, 1997 and March 1, 1997                                 3

         Condensed Consolidated Statements of Operations
           for the thirteen and twenty-six weeks ended
           August 30, 1997 and August 31, 1996                               4
            
         Condensed Consolidated Statements of Cash Flows
           for the twenty-six weeks ended August 30, 1997 and
           August 31, 1996                                                   5

          Notes to Condensed Consolidated Financial Statements               6


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS                        8





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



ITEM 1.  LEGAL PROCEEDINGS                                                  10


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                   10






The condensed consolidated financial statements for the twenty-six weeks ended
August 30, 1997 included herein have been reviewed by Deloitte & Touche LLP
independent public accountants, in accordance with established professional
standards for such a review.  The report of Deloitte & Touche LLP is included 
on page 7.



                                      2
                                       

<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS 
 
<TABLE>
<CAPTION>

                                                              (Unaudited)
                                                               August           March
                                                               30, 1997         1, 1997
                                                               ----------       -------
                                                     (In thousands of dollars, except share data)
     ASSETS
     CURRENT ASSETS:
<S>                                                            <C>              <C>      
         Cash                                                  $  18,215        $  24,199
         Accounts receivable - net                                40,494           59,776
         Inventories                                              17,321           19,181
         Income tax receivable                                     5,245            2,901
         Deferred tax assets                                       3,118            3,489
         Prepaid expenses and other current assets                 7,800            9,012
                                                              ----------        ---------
             TOTAL CURRENT ASSETS                                 92,193          118,558
                                                              ----------        ---------

     PROPERTY, PLANT, & EQUIPMENT                                 17,535           16,340
         Less:  accumulated depreciation                           4,265            3,440
                                                              ----------        ---------
             NET PROPERTY, PLANT & EQUIPMENT                      13,270           12,900
                                                              ----------        ---------

     INTANGIBLE ASSETS, net of accumulated
         amortization of $35,045 and $32,844                      64,218           65,456
     OTHER ASSETS                                                  4,305            4,264
                                                              ----------        ---------
             TOTAL ASSETS                                      $ 173,986        $ 201,178
                                                              ==========        =========

     LIABILITIES AND STOCKHOLDERS' EQUITY
     CURRENT LIABILITIES:
         Accounts payable                                      $  20,171        $  35,150
         Accrued expenses and other liabilities                   49,468           52,701
         Current portion of long-term debt                         5,000            7,500
         Income taxes payable                                      2,913            4,491
                                                               ---------        ---------
             TOTAL CURRENT LIABILITIES                            77,552           99,842

     LONG-TERM DEBT, less current portion                         22,450           27,450
     DEFERRED INCOME TAXES                                         2,302              379
     OTHER LIABILITIES                                             5,922            5,455
                                                              ----------        ---------
             TOTAL LIABILITIES                                   108,226          133,126
                                                              ----------        ---------

     STOCKHOLDERS' EQUITY:
         Preferred stock, par value $.01 per share authorized
             10,000,000 shares, none issued
         Common stock, par value $.01 per share, authorized
             100,000,000 shares; issued 47,502,510 shares,
              less 555,000 shares in Treasury Stock                  475              475
       Additional paid-in capital                                 16,812           16,812
       Treasury stock, at cost                                    (8,881)          (8,358)
       Retained earnings                                          57,835           58,776
       Cumulative foreign currency adjustment                       (481)             347
                                                              ----------        ---------
         TOTAL STOCKHOLDERS' EQUITY                               65,760           68,052
                                                              ----------        ---------
         TOTAL LIABILITIES AND STOCKHOLDERS'
           EQUITY                                              $ 173,986        $ 201,178
                                                              ==========        =========
</TABLE>

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

                                      3

<PAGE>


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


<TABLE>


<CAPTION>

                                                                             (Unaudited)
                                                         Thirteen weeks ended             Twenty-six weeks ended
                                                         August        August              August          August
                                                        30, 1997       31, 1996           30, 1997       31, 1996
                                                        --------       --------           --------       --------
             
                                                              (In thousands of dollars, except share data)

<S>                                                   <C>             <C>              <C>             <C>       
     Net sales                                        $  55,118       $  55,025        $  115,295      $  134,286

     Cost of sales                                       37,493          34,697            75,207          87,784
                                                      ---------       ---------        ----------      ----------

           Gross profit on sales                         17,625          20,328            40,088          46,502

     Royalties and other income                             162             656               610           1,239
                                                      ---------       ---------        ----------      ----------

                                                         17,787          20,984            40,698          47,741

     Selling, general and administrative expenses        20,721          18,216            41,621          37,610
                                                      ---------       ---------        ----------      ----------

           Income (loss) from operations                 (2,934)          2,768              (923)         10,131
                  

     Interest income (expense), net                        (213)           (537)             (757)         (1,100)
                                                      ---------       ---------        ----------      ----------
                                                                                                            

     Income (loss) before provision (benefit) for
     income taxes                                        (3,147)          2,231            (1,680)          9,031

     Provision (benefit) for income taxes                (1,384)          1,004              (739)          4,064
                                                      ---------      ----------        ----------      ----------
                                                                                                            

           Net income (loss)                          $  (1,763)      $   1,227       $      (941)      $   4,967
                                                      =========       =========       ===========      ==========



     Net income (loss) per share                        $ (0.04)         $ 0.03           $ (0.02)         $ 0.11



     Weighted average shares outstanding             46,400,010      47,011,191        46,442,592      47,029,351


</TABLE>









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


                                                                      4


<PAGE>


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

<TABLE>
<CAPTION>


                                                                                      (Unaudited)
                                                                                Twenty-six weeks ended
                                                                                August          August
                                                                                30, 1997      31, 1996
                                                                              (In thousands of dollars)
        Cash provided by (used for) operations:
<S>                                                                             <C>           <C>     
          Net income (loss)                                                     $   (941)     $  4,967
          Adjustments to reconcile net income (loss) to cash flows
               Depreciation and amortization                                       2,021         3,236
               Deferred taxes on income                                            2,295           648

          Net effect of changes in:
                    Receivables                                                   19,282         6,006
                    Inventories                                                    1,860         4,513
                    Income tax receivable                                         (2,344)        1,048
                    Prepaid expenses and other current assets                      1,210         3,464
                    Payables and other current liabilities                       (19,790)       (4,579)
                    Other                                                          ( 611)       (  658)
                                                                                --------       -------

                       Cash provided by operations                                 2,982        18,645
                                                                                --------       -------

      Cash used for investing activities:
          Additions to property, plant and equipment, net of disposals             ( 944)        ( 327)
                                                                                --------       -------

                       Cash used for investing activities                          ( 944)        ( 327)
                                                                                --------       -------

      Cash used for financing activities:
           Reduction of debt                                                     ( 7,500)      ( 6,850)
           Purchase of treasury stock                                            (   522)      (   502)
                                                                                --------       -------

                       Cash provided by (used for) financing activities          ( 8,022)      ( 7,352)
                                                                                --------       -------

      Net increase (decrease) in cash                                            ( 5,984)       10,966
      Cash at beginning of year                                                   24,199        24,154
                                                                                --------       -------
      Cash at end of quarter                                                    $ 18,215      $ 35,120
                                                                                ========      ========



      Supplemental information:
           Interest paid                                                        $  1,472      $  1,125
           Income taxes paid                                                    $    868      $  4,981




</TABLE>


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


                                      5


<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     TWENTY-SIX WEEKS ENDED AUGUST 30, 1997


1.       Basis of Presentation 

         The accompanying unaudited condensed interim consolidated financial
         statements have been prepared by The Topps Company, Inc. and
         subsidiaries (the "Company") pursuant to the rules and regulations of
         the Securities and Exchange Commission and reflect all adjustments,
         which are, in the opinion of management, considered necessary for a
         fair presentation.  These statements do not include all information
         required by generally accepted accounting principles to be included in
         a full set of financial statements.   Operating results for the
         twenty-six weeks ended August 30, 1997 and August 31, 1996 are not
         necessarily indicative of the results that may be expected for the year
         ending February 28,  1998.  For further information refer to the
         consolidated financial statements and notes thereto in the Company's
         annual report for the year ended March 1, 1997.


         Financial results for the period ended August 30,1997 reflect a change
         in Topps Europe's fiscal quarter to include the month of August.  The
         impact of the extra month on consolidated net sales was approximately
         $2,900,000.  The impact on net income / (loss) was not material.




2.       Quarterly Comparison

         Management believes that quarter-to-quarter comparisons of sales and
         operating results are affected by a number of factors, including the
         timing of product introductions and variations in shipping and factory
         scheduling requirements.  Thus, annual sales and earnings amounts are
         unlikely to consist of equal quarterly portions.

3.       Inventories
<TABLE>
<CAPTION>
                                                    (Unaudited)
                                                       August           March
                                                     30, 1997         1, 1997
                                                      (amounts in thousands)

<S>                                                 <C>              <C>     
         Raw materials                              $  2,177         $  6,236
         Work in process                               3,288            1,874
         Finished products                            11,856           11,071
                                                    --------          -------
         Total                                      $ 17,321         $ 19,181
                                                    ========          =======

</TABLE>

4.       Implementation of New Accounting Standard

         In February 1997, the Financial Accounting Standards Board issued  
         Statement of Financial Accounting Standards No. 128, Earnings Per 
         Share, which establishes new standards for computing and presenting net
         income per share.   The statement is effective for periods ending after
         December 15, 1997.  Accordingly, the Company will adopt the standard  
         beginning with its fourth quarter of fiscal 1998.  For the second 
         quarter of fiscal 1998, there would have been no material effect on net
         income (loss) per share, if this new standard had been in effect.










                                      6

<PAGE>




INDEPENDENT ACCOUNTANTS' REPORT



Board of Directors and Stockholders
The Topps Company, Inc.


We have made a review of the accompanying condensed consolidated balance sheet
of The Topps Company, Inc. and subsidiaries, as of August 30, 1997, and the
related condensed consolidated statements of operations and cash flows for the
thirteen and twenty-six week periods ended August 30, 1997 and August 31, 1996, 
in accordance with the standards established by the American Institute of 
Certified Public Accountants.

A review of interim financial information consists principally of obtaining an
understanding of the system for the preparation of interim financial
information, applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards,  the consolidated balance sheet of the Company as of March 1, 1997,
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 1, 1997, we expressed an unqualified opinion on those consolidated
financial statements.  In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of March 1, 1997 is fairly
stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.





DELOITTE & TOUCHE LLP



September 22,1997








                                      7

<PAGE>

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




Financial results for both the second quarter and the first half ended August
30, 1997 reflect a change in Topps Europe's fiscal quarter to include the month
of August.  The impact of the extra month on consolidated net sales was
approximately $2,900,000.  The impact on net income/(loss) was not material.


Three Months Ended August 30, 1997 Compared with the Three Months Ended 
August 31, 1996

         Net sales for the second quarter of fiscal 1998 increased 0.2%, to
$55,118,000 from $55,025,000 for the same period last year.  Second quarter 
sales reflected continued softness in the sports and entertainment card markets
offset by higher sales than last year of lollipops and the extra month of Topps
Europe results.

         Gross profit as a percentage of net sales for the second quarter
decreased to 32.0% from 36.9% for the same period last year.  Gross profit was
negatively impacted, in part, by higher royalty payments in the U.S. (due to 
timing) and minimum guarantee shortfalls in Brazil.  Higher product costs 
outside of the U.S. also negatively  affected gross profit.  The Company 
benefited in the quarter from savings related to the December 1996 closure of 
the Duryea, Pennsylvania manufacturing facility.

         The decrease in royalties and other income from $656,000 to $162,000 in
the second quarter of fiscal 1998 was the result of the assumption of the
Canadian business from our licensee in March 1997.

         Selling, general and administrative expenses ("S,G&A") for the second
quarter of fiscal 1998 increased to $20,721,000 or 37.6% of net sales, from
$18,216,000 or 33.1% for the same period last year.  This increase occurred
primarily as a result of overhead costs associated with the start-up of
operations in Latin America, costs to close certain European offices and the
absence of a one-time health insurance refund received last year.

         The effective tax rate for the second quarter of fiscal 1998 was 44.0%
compared to an effective rate of 45.0% for the same period a year ago.

         Net income/(loss) for the second quarter of fiscal 1998 was
$(1,763,000), or $(0.04) per share, as compared with $1,227,000, or $0.03 per
share for the same period last year.


Six Months Ended August 30, 1997 Compared with the Six Months Ended 
August 31, 1996

         Net sales for the first half of fiscal 1998 decreased 14.1%, to
$115,295,000 from $134,286,000 for the same period last year.  The decrease
resulted from lower sales of sports cards, principally baseball in the first
quarter, which in fiscal 1997 had featured a highly popular tribute to Mickey
Mantle, and the Company's decision not to renew its hockey licenses.  Revenues
versus a year ago were also affected by softness in the market for entertainment
picture products both in the U.S. and overseas.

         Gross profit as a percentage of net sales for the first half of fiscal
1998 increased to 34.8% as compared with 34.6% for the same period last year.
The margin improvement was the result of savings from the closure of the Duryea,
Pennsylvania manufacturing facility and lower obsolescence costs in the U.S.
Higher product costs overseas and royalties in Brazil partially offset these
cost reductions.

         The decrease in royalties and other income from  $1,239,000 to $610,000
in the first half of fiscal 1998 was the result of the assumption of the
Canadian business from our licensee.

         Selling, general and administrative expenses ("S,G&A") for the first
half of fiscal 1998 increased to $41,621,000 or 36.1% of net sales, from
$37,610,000 or 28.0% for the same period a year ago.  The percentage increase 


                                      8
<PAGE>


was largely the result of lower sales in fiscal 1998 as well as costs associated
with the start-up of Latin American operations and the absence of a one-time 
health insurance refund received last year.

         The effective tax rate for the first half of fiscal 1997 was 44.0% 
compared to an effective rate of 45.0% for the same period a year ago.

         Net income/(loss) for the first half of fiscal 1998 was $(941,000), or
$(0.02) per share, as compared with $4,967,000, or $0.11 per share for the same
period last year.

         On June 30, 1995, the Company entered into a $65 million credit
agreement ( the "Credit Agreement") with a syndicate of banks which consisted of
a $50 million term loan to finance the Merlin acquisition, a $2 million letter
of credit facility and a $13 million revolving credit facility to be used for
working capital and general corporate purposes.  The Credit Agreement is secured
by a pledge of 65% of the stock of Merlin.  Beginning April 1996, interest rates
on half of the outstanding principal of the loan were variable and a function of
short-term indices and the Company's consolidated leverage ratio, while interest
rates on the balance of the outstanding loan were fixed for two years as a
result of interest rate swap agreements and were, therefore, a function of
interest rates at the commencement of the swap transactions and the Company's
consolidated leverage ratio.  The Credit Agreement contains restrictions and
prohibitions of a nature generally found in loan agreements of this type and
requires the Company, among other things, to comply with certain financial
covenants, limits the Company's ability to sell or acquire assets or borrow
additional money (other than through the revolving facility), and prohibits the
payment of dividends.  On June 13, 1997, the Credit Agreement was amended to
reduce the required Fixed Charge Ratio for the fiscal years of 1998 and 1999 in
exchange for certain additional restrictions on the Company's ability to
repurchase stock, and the establishment of a cash balance minimum requirement of
$11,500,000.

         As of August 30, 1997, the Company had $18,215,000 in cash and
$27,450,000 in debt as a result of the Merlin acquisition.  Management believes,
in light of the Company's borrowing capacity and cash on hand at August 30,
1997, that the Company has adequate means to meet its working capital, capital
expenditure, interest and principal repayment requirements for the foreseeable
future.

         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 and sticker and album collections, to 
achieve expected sales levels during the third and fourth quarters of fiscal  
1998; (ii) the Company's inability to resolve existing Bazooka gum production  
problems; (iii) significant and unexpected changes in the costs related to 
closure of the Duryea plant and the outsourcing of Bazooka gum and trading card 
production;  (iv) the result of the labor charge filed by the Union representing
employees that were terminated as a result of the closure of the Duryea plant;  
(v) quarterly fluctuations in results; (vi) the Company's loss of important 
licensing and supply arrangements with third parties including, without 
limitation, its agreement for the manufacture of Bazooka bubble gum; (vii) the 
effect of changes in trade terms with certain of the Company's key customers;  
(viii) difficulties in the  Company's attempts to penetrate new international 
markets for its products; (ix) further prolonged and material contraction in the
trading card industry; (x) excessive returns of the Company's products; and 
(xi) the effect of restrictions and financial covenants imposed by the  
Company's Bank Loan Agreement, as well as other risks detailed from time to 
time in the Company's reports and registration statements filed with the  
Securities and Exchange Commission.



                                      9

<PAGE>




                             THE TOPPS COMPANY, INC.

                                     PART II

                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS


LEGAL PROCEEDINGS

         In August 1996, the Company was named a defendant in a class action in
the United States District Court for the Eastern District of New York (the
"Court") entitled Sullivan, et.al. v. The Topps Company, Inc. No. CV-96-3779
(EDNY) (the Action").  The Action alleged, among other things, that the Company
violated the federal Racketeer Influenced and Corrupt Organizations Act by its
practice of selling sports and entertainment cards with randomly-inserted
"insert" cards, in violation of state and federal anti-gambling statutes.  Each
of the Company's principal competitors, as well as several of its principal
licensors, was separately sued in its home state for employing, or participating
in, the same or similar practices.  The Action sought treble damages and
attorneys' fees on behalf of all purchasers of packs of cards potentially
including "insert" cards over a four-year period.  On August 21, 1997 the Court
entered a judgment granting the Company's motion to dismiss the complaint with
prejudice.  The plaintiffs have filed a Motion to Alter, Amend and Vacate
Judgment and for Leave to File Amended Complaint.  The Company has opposed the
motion.

         In November 1996,  Teamsters Local 229 (the "Union") filed an unfair
labor practice charge with the National Labor Relations Board (the "NLRB")
relating to the Duryea plant closing.  In April 1997, the NLRB issued a 
complaint against the Company based upon the Union's charge, alleging that the 
Company refused to bargain over its decision to close the Duryea plant.  On 
September 28, 1997 the Union membership voted to accept the Company's offer in 
settlement (the "Settlement  Offer") of the unfair labor practice charge and in 
satisfaction of any obligation to bargain concerning the decision and the 
effects of the decision to close the Duryea plant.  Under the Settlement Offer,
all individuals who worked for the Company in 1996 and were affected by the 
closure of Duryea would be paid $450 for each full year of service to the 
Company.  Individuals who did not work during 1996, but who retained certain 
recall rights, would receive a lump sum payment of $1,500.  The Settlement  
Offer is subject to the execution of final documentation between the parties.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

      10.31 - Retail Product License Agreement with the Major League Baseball 
              Properties, Inc. dated September 28, 1995


                                      10


<PAGE>



                                    SIGNATURE





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


                             THE TOPPS COMPANY, INC.
                                   REGISTRANT



                              /s/ Catherine Jessup
                         Vice President-Chief Financial
                                     Officer












October 14, 1997



                                      11