29

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

                                    FORM 10-Q


(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended May 29, 2004

                                       OR

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


Commission File Number:  0-15817


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

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

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

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





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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes _X_   No    .


The  number  of  outstanding  shares  of  Common  Stock  as of July 5,  2004 was
40,569,201.


<PAGE>

                             THE TOPPS COMPANY, INC.
                                AND SUBSIDIARIES



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


ITEM 1. FINANCIAL STATEMENTS


                                Index                                    Page
                                -----                                    ----

        Condensed Consolidated Balance Sheets as of May 29, 2004
        (unaudited) and February 28, 2004                                 2

        Condensed Consolidated Statements of Operations for the
        thirteen weeks ended May 29, 2004 and May 31, 2003                3

        Condensed Consolidated Statements of Comprehensive Income
        for the thirteen weeks ended May 29, 2004 and May 31, 2003        4

        Condensed Consolidated Statements of Cash Flows for the
        thirteen weeks ended May 29, 2004 and May 31, 2003                5

        Notes to Condensed Consolidated Financial Statements              6

        Report of Independent Registered Public Accounting Firm          14


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


ITEM 3. DISCLOSURES ABOUT MARKET RISK                                    19


ITEM 4. CONTROLS AND PROCEDURES                                          20


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

ITEM 1. LEGAL PROCEEDINGS                                                21

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

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





                                       1
<PAGE>


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


                                                        (Unaudited)
                                                            May        February
                                                          29, 2004     28, 2004
                                                          --------     --------
                                                         (amounts in thousands,
                                                            except share data)
ASSETS
------
CURRENT ASSETS:
  Cash and cash equivalents ..........................   $  96,373    $  93,837
  Accounts receivable - net ..........................      32,340       30,109
  Inventories ........................................      35,935       33,009
  Income tax receivable ..............................       1,070        2,697
  Deferred tax assets ................................       1,195        1,505
  Prepaid expenses and other current assets ..........       9,908       11,691
                                                         ---------    ---------
        TOTAL CURRENT ASSETS .........................     176,821      172,848

PROPERTY, PLANT AND EQUIPMENT ........................      33,096       32,349
  Less:  accumulated depreciation and amortization ...      19,469       18,563
                                                         ---------    ---------
        NET PROPERTY, PLANT AND EQUIPMENT ............      13,627       13,786

GOODWILL .............................................      67,565       67,586
INTANGIBLE ASSETS, net of accumulated amortization ...      10,024       10,474
OTHER ASSETS .........................................      10,765       10,769
                                                         ---------    ---------
        TOTAL ASSETS .................................   $ 278,802    $ 275,463
                                                         =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
  Accounts payable ...................................   $  10,027    $  10,946
  Accrued expenses and other liabilities .............      29,874       26,249
  Income taxes payable ...............................       2,454        2,354
                                                         ---------    ---------
        TOTAL CURRENT LIABILITIES ....................      42,355       39,549

DEFERRED INCOME TAXES ................................       1,873        1,956
OTHER LIABILITIES ....................................      22,964       22,681
                                                         ---------    ---------
        TOTAL LIABILITIES ............................      67,192       64,186

STOCKHOLDERS' EQUITY:
  Preferred stock, par value $.01 per share;
  authorized 10,000,000 shares, none issued ..........        --           --
  Common stock, par value $.01 per share;
  authorized 100,000,000 shares; issued 49,244,000
  shares as of May 29, 2004 and February 28, 2004 ....         492          492

  Additional paid-in capital .........................      27,829       27,829
  Treasury stock, 8,774,000 shares and 8,632,000
  shares as of May 29, 2004 and February 28, 2004,
  respectively .......................................     (83,564)     (82,287)

  Retained earnings ..................................     273,181      270,704
  Accumulated other comprehensive loss,
  net of income taxes ................................      (6,328)      (5,461)
                                                         ---------    ---------
        TOTAL STOCKHOLDERS' EQUITY ...................     211,610      211,277
                                                         ---------    ---------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...   $ 278,802    $ 275,463
                                                         =========    =========

See Notes to Condensed Consolidated Financial Statements.


                                       2
<PAGE>


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


                                                         (Unaudited)
                                                    Thirteen weeks ended
                                                       May          May
                                                    29, 2004     31, 2003
                                                    --------     --------
                                                  (amounts in thousands,
                                                     except share data)

Net sales ...................................      $ 88,089      $ 75,992

Cost of sales ...............................        54,290        47,868
                                                   --------      --------

      Gross profit on sales .................        33,799        28,124

Selling, general and administrative expenses         28,593        24,343

Other income, net ...........................           433           602
                                                   --------      --------
     Income from operations .................         5,639         4,383

Interest income, net ........................           484         1,034
                                                   --------      --------

Income before provision for income taxes ....         6,123         5,417

Provision for income taxes ..................         2,021         1,896
                                                   --------      --------

                  Net income ................      $  4,102      $  3,521
                                                   ========      ========

Net income per share - basic ................      $   0.10      $   0.09
                     - diluted ..............          0.10          0.08

Weighted average shares outstanding - basic .    40,567,000    40,694,000
                                    - diluted    41,372,000    41,480,000




See Notes to Condensed Consolidated Financial Statements.



                                       3
<PAGE>


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

                                                         (Unaudited)
                                                    Thirteen weeks ended
                                                      May           May
                                                    29, 2004     31, 2003
                                                    --------     --------
                                                  (amounts in thousands,
                                                     except share data)

        Net income ........................        $  4,102     $  3,521

        Currency translation adjustment ...            (867)       2,310
                                                   ---------    --------

        Comprehensive income ..............        $  3,235     $  5,831
                                                   ========     ========



































See Notes to Condensed Consolidated Financial Statements.



                                       4
<PAGE>


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


                                                               (Unaudited)
                                                          Thirteen weeks ended
                                                            May           May
                                                          29, 2004     31, 2003
                                                          --------     --------
                                                          (amounts in thousands)


Cash flows from operating activities:
  Net income ...........................................   $  4,102    $  3,521
  Add/(subtract) non-cash items included in net income:
    Depreciation and amortization ......................      1,592       1,279
    Deferred income taxes ..............................        227        (212)

Changes in operating assets and liabilities:
  Accounts receivable ..................................     (2,231)        137
  Inventories ..........................................     (2,976)     (2,206)
  Income tax receivable/payable ........................      1,727       1,644
  Prepaid expenses and other current assets ............      1,783        (460)
  Payables and other current liabilities ...............      2,706      (5,399)
  Other assets and liabilities .........................       (176)        326
                                                            -------    ---------
     Cash provided by (used in) operating activities ...      6,754      (1,370)

Cash flows from investing activities:
  Additions to property, plant and equipment ...........      (747)        (861)
                                                            -------    ---------
      Cash used in investing activities ................      (747)        (861)

Cash flows from financing activities:
  Dividends paid to stockholders .......................    (1,625)        --
  Purchase of treasury stock and exercise
    of stock options ...................................    (1,277)         245
                                                            -------    ---------
      Cash (used in) provided by financing activities ..    (2,902)         245

Effect of exchange rates on cash and cash equivalents ..      (569)       1,637
Net increase (decrease) in cash and cash equivalents ...   $  2,536    $   (349)
                                                           ========    =========

Cash and cash equivalents at beginning of period .......   $ 93,837    $114,259
Cash and cash equivalents at end period ................   $ 96,373    $113,910

Supplemental disclosure of cash flow information:
  Interest paid ........................................   $     58    $      4
  Income taxes paid ....................................   $    897    $  1,906




See Notes to Condensed Consolidated Financial Statements.



                                       5
<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    AS OF MAY 29, 2004 AND FEBRUARY 28, 2004
         AND FOR THE THIRTEEN WEEKS ENDED MAY 29, 2004 AND MAY 31, 2003


1.   Summary of Significant Accounting Policies

     Basis  of  Presentation:   The  accompanying  unaudited  condensed  interim
     consolidated  financial statements have been prepared by The Topps Company,
     Inc.  and its  subsidiaries  (the  "Company")  pursuant  to the  rules  and
     regulations  of the  Securities  and  Exchange  Commission  and reflect all
     adjustments which are, in the opinion of management,  considered  necessary
     for a fair  presentation.  Operating results for the thirteen-week  periods
     ended May 29, 2004 and May 31, 2003 are not  necessarily  indicative of the
     results that may be expected for the year. For further  information,  refer
     to the consolidated financial statements and notes thereto in the Company's
     annual report for the year ended February 28, 2004.

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


                                    May 29, 2004               May 31, 2003
                              -----------------------   ------------------------
                              As reported   Pro forma   As reported   Pro forma
                              -----------------------   ------------------------
     Net income, as reported    $ 4,102       $ 4,102     $ 3,521      $ 3,521
     Less: Stock-based
           employee compensation                  --                       --
         : APB 25 expense                        (141)                    (200)
     Pro forma net income .....               $ 3,961                  $ 3,321
     Earnings per share:
       Basic .................  $  0.10       $  0.10     $  0.09      $  0.08
       Diluted ...............  $  0.10       $  0.10     $  0.08      $  0.08


     Options have an exercise  price equal to the market price on the grant date
     and typically vest over a three-year  period. No options were issued in the
     first  quarter of fiscal  2005.  In  determining  the  preceding  pro forma
     amounts under Statement of Financial Accounting Standards ("SFAS") 123, the
     fair value of each option  grant is estimated as of the date of grant using
     the  Black-Scholes  option  pricing model with the  following  assumptions:
     $0.16 per share  dividend on 2004  options,  but no dividend on fiscal 2003
     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.


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.




                                       6
<PAGE>

3.   Accounts Receivable
                                         (Unaudited)
                                            May        February
                                          29, 2004     28, 2004
                                          --------     --------
                                          (amounts in thousands)

        Gross receivables .............   $ 58,916     $ 52,843
        Reserve for returns ...........    (23,148)     (19,516)
        Other reserves ................     (3,428)      (3,218)
                                          --------     --------
           Net receivables ............   $ 32,340     $ 30,109
                                          ========     ========

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


4.   Inventories
                                         (Unaudited)
                                            May        February
                                          29, 2004     28, 2004
                                          --------     --------
                                          (amounts in thousands)

        Raw materials ..................  $  7,191     $  5,571
        Work in process ................     4,454        2,824
        Finished products ..............    24,290       24,614
                                          --------     --------
             Total inventories .........  $ 35,935     $ 33,009
                                          ========     ========

5.   Segment Information

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

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

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

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

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




                                       7
<PAGE>

                                         Thirteen weeks ended
                                           May           May
                                        29, 2004      31, 2003
                                        (amounts in thousands)
Net Sales

Confectionery                           $ 44,207     $ 45,530
Entertainment                             43,882       30,462
                                        --------     --------
  Total                                 $ 88,089     $ 75,992
                                        ========     ========


Contributed Margin

Confectionery                           $ 13,002     $ 13,749
Entertainment                             13,428        7,143
                                        --------     --------
  Total                                 $ 26,430     $ 20,892
                                        ========     ========



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

Total contributed margin                $ 26,430     $ 20,892
Unallocated general and
 administrative expense
 and manufacturing overhead              (19,632)     (15,832)
Depreciation and amortization             (1,592)      (1,279)
Other income, net                            433          602
                                        ---------    ---------
Income from operations                     5,639        4,383
Interest income, net                         484        1,034
                                        ---------    ---------
Income before provision
 for income taxes                       $  6,123     $  5,417
                                        =========    =========


6.   Dividend and Share Repurchase Programs

     In June 2003,  the Board of Directors of the Company  initiated a quarterly
     cash dividend of $0.04 per share

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

     In October 1999, the Company's Board of Directors authorized the repurchase
     of up to 5 million shares of the Company's  common stock.  In October 2001,
     the Company completed the authorization and the Board approved the purchase
     of another 5 million shares.  To-date under these two programs, the Company
     has purchased 8,090,100 shares.




                                       8
<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 was due to expire on June 26,  2004.  The credit
     agreement was amended to extend the expiration date for 90 days in order to
     provide the Company sufficient time to complete refinancing arrangements.

     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.  There was no debt outstanding as of February 28,
     2004 or May 29, 2004.


8.   Reclassifications

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


9.   Goodwill and Intangible Assets

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

     As a result of the acquisition of WizKids in July 2003,  goodwill and other
     intangibles  increased by $18.7 million and $6.2 million (which is included
     in intellectual property), respectively (see Note 11). Intangible assets as
     of May 29, 2004 and February 28, 2004 were as follows:

<TABLE>
<CAPTION>
                                                         (amounts in thousands)
                                            May 29, 2004            '        February 28, 2004
                                            (Unaudited)             '
                                    Gross                           '   Gross
                                  Carrying   Accumulated            ' Carrying    Accumulated
                                    Value   Amortization     Net    '   Value    Amortization     Net
                                  --------  ------------  --------  ' --------   ------------  --------
<S>                               <C>        <C>          <C>         <C>          <C>         <C>
Licenses and Contracts ........   $ 21,569   $(17,439)    $  4,130  ' $ 21,569     $(17,272)   $  4,297
Intellectual Property .........     18,784    (13,509)       5,275  '   18,784      (13,251)      5,533
Software and Other ............      2,953     (2,742)         211  '    2,953       (2,717)        236
Min. Pension  Liab ............        408       --            408  '      408          --          408
                                  --------   ---------    --------  ' --------     ---------   --------
Total Intangibles .............   $ 43,714   $(33,690)    $ 10,024  ' $ 43,714     $(33,240)   $ 10,474
                                  ========   =========    ========  ' ========     =========   ========
</TABLE>

     Useful lives of the Company's intangible assets have been established based
     on the Company's  intended use of such assets and their estimated period of
     future  benefit,  which  are  reviewed  periodically.  Useful  lives are as
     follows:

                                                          Weighted Average
              Category             Useful Life         Remaining Useful Life
              --------             -----------         ---------------------
        Licenses and Contracts       15 years                 6.2 years
        Intellectual Property         6 years                 5.1 years
        Software and Other            5 years                 2.3 years




                                       9
<PAGE>

     The weighted  average  remaining  useful life for the Company's  intangible
     assets in  aggregate  is 5.6 years.  Over the next five years,  the Company
     estimates annual amortization of the intangible assets detailed above to be
     as follows:

                     Fiscal Year                Amount
                     -----------                ------
                                            (in thousands)
                        2005                  $  1,869
                        2006                  $  1,844
                        2007                  $  1,797
                        2008                  $  1,750
                        2009                  $  1,750


     In addition to the  amortization  of  intangibles  listed  above,  reported
     amortization  expense,  which was  $655,000  and  $321,000 for the thirteen
     weeks  ended  May  29,  2004  and  May  31,  2003,  respectively,  included
     amortization of deferred financing fees and deferred compensation costs.


10.  Legal Proceedings

     In  November  2000,  the  Commission  of  the  European   Communities  (the
     "Commission")  began an  investigation  into whether  Topps  Europe's  past
     distribution  arrangements for the sale of Pokemon  products  complied with
     European law (the "EU  investigation").  On June 17, 2003,  the  Commission
     took the first  formal step in the  investigation  and filed a Statement of
     Objections against The Topps Company,  Inc. and its European  subsidiaries,
     therein coming to a preliminary  conclusion  that these entities  infringed
     Article  81 of the EC  treaty  during  2000 by  preventing  parallel  trade
     between  member  states of the  European  Union.  A hearing in front of the
     European Commission Tribunal took place on October 23, 2003, and on May 27,
     2004,  the  Commission  found  The Topps  Company,  Inc.  and its  European
     subsidiaries jointly and severally liable for infringement of Article 81(1)
     of the EC treaty. The Commission imposed a total fine of 1.59 million euros
     which has been included in accrued expenses in the  accompanying  condensed
     consolidated  balance sheet as of May 29, 2004 and in SG&A expenses for the
     thirteen weeks ended May 29, 2004.

     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 judgment on
     the  grounds  that the named  Plaintiff  (Telepresence,  Inc.) did not have
     standing to sue for infringement of the 501 Patent.  The motion was granted
     and the  Telepresence  litigation was dismissed with prejudice on March 28,
     2001.

     After the dismissal,  the 501 Patent was assigned to a company called Media
     Technologies,  Inc.  Media  Technologies  is under the  control of the same
     person (the  inventor,  Adrian  Gluck) who  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.





                                       10
<PAGE>

     Discovery in the case  commenced  September  29,  2003.  On March 17, 2004,
     Topps filed a motion for summary judgment based on  non-infringement  while
     other  defendants  filed a motion  for  summary  judgment  based on  patent
     invalidity  because of prior art. It is not known when a decision on either
     motion will be entered.  The parties  have agreed to stipulate to a stay of
     all discovery proceedings until August 15, 2004. It is anticipated that the
     court will agree to this stipulation.

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

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


11.  Acquisition of Wizkids, LLC

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

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

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

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





                                       11
<PAGE>

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

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

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

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

        Intangible assets                          6,200,000
        Goodwill                                  18,726,183
                                                ------------

        Total estimated fair value of net       $ 28,381,705
        assets acquired and estimated goodwill  ============


     The  goodwill of $18.7  million is included in the  Entertainment  business
     segment and is  deductible  for tax purposes  over a  fifteen-year  period.
     There was a $21,000  reduction  in the  goodwill  versus what was  reported
     previously due to the finalization of transaction costs.

     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:

                                     (Unaudited)
                                Thirteen weeks ended
                                    May 31, 2003
                                    ------------
                                (amounts in thousands,
                                  except share data)

     Net sales                        $ 84,547
     Income from operations              4,173
     Net income                          3,402
                                      ========


     Net income per share - basic     $   0.08
                          - diluted       0.08





                                       12
<PAGE>

12.  Employee Benefit Plans

     The  components of net periodic  benefit costs for the thirteen weeks ended
     May 29, 2004 and May 31, 2003 are as follows:

                                                               Postretirement
                                               Pension           Healthcare
--------------------------------------------------------------------------------
                                             May      May       May       May
                                          29, 2004  31, 2003  29, 2004  31, 2003
--------------------------------------------------------------------------------
                                                (amounts in thousands)
     Service Cos                           $ 345     $ 346      $  82    $  71
     Interest cost                           594       598        161      150
     Expected return on plan assets         (534)     (363)        -        -
     Amortization of:
        Initial transition obligation       ( 15)     ( 13)        50       50
        Prior service cost                    33        33         -        -
        Actuarial (gains) losses             179       279         27       12
                                           -----     -----      -----    -----
     Net periodic benefit cost             $ 602     $ 880      $ 320    $ 283
--------------------------------------------------------------------------------

     These costs are estimates based on using  actuarial  assumptions for fiscal
     2005, and actual costs will be adjusted accordingly during the year.


13.  Recently Issued Accounting Pronouncements

     In January 2004, the Financial  Accounting  Standards Board ("FASB") issued
     FSP 106-1,  which  allows  companies  to elect a one-time  deferral  of the
     recognition  of  effects  of  the  Medicare   Prescription   Drug  Act  and
     disclosures related to the postretirement  healthcare plan. The FASB allows
     the  one-time  deferral  due  to a  lack  of  clarification  regarding  its
     accounting  and  uncertainties   regarding  the  effects  of  the  Medicare
     Prescription  Drug Act on plan  participants.  For  companies  electing the
     one-time  deferral,  the deferral  remains in effect until  guidance on the
     accounting  for the  federal  subsidy is  issued,  or until  certain  other
     events,  such as a plan amendment,  settlement or curtailment,  occur.  The
     Company is currently  evaluating  the effects of the Medicare  Prescription
     Drug Act on the postretirement  benefit plan and its participants,  and has
     elected the one-time deferral.  The Company's  accumulated  post-retirement
     benefit obligation and net post-retirement  benefit cost for fiscal 2004 do
     not  reflect  the  effects  of the  Medicare  Prescription  Drug Act.  Once
     specific  guidance on the  accounting  for the  federal  subsidy is issued,
     anticipated by the Company's  third quarter of fiscal 2005, it could result
     in a change to previously reported information.


14.  Off-Balance Sheet Arrangements

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






                                       13
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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


We have reviewed the accompanying  condensed  consolidated  balance sheet of The
Topps Company, Inc. and subsidiaries (the "Company") as of May 29, 2004, and the
related condensed consolidated  statements of operations,  comprehensive income,
and cash flows for the  thirteen  week  periods  ended May 29,  2004 and May 31,
2003. These interim financial statements are the responsibility of the Company's
management.

We conducted  our reviews in  accordance  with  standards of the Public  Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information  consists  principally of applying analytical  procedures and making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially  less broad in scope than an audit  conducted in  accordance  with
standards of the Public Company Accounting  Oversight Board (United States), the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

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

We have previously  audited,  in accordance with standards of the Public Company
Accounting  Oversight Board (United States),  the consolidated  balance sheet of
the Company as of February 28, 2004, and the related consolidated  statements of
operations,  stockholders' equity,  comprehensive income, and cash flows for the
year then ended (not presented herein);  and in our report dated May 4, 2004, we
expressed an unqualified opinion on those consolidated  financial statements and
included an explanatory  paragraph relating to the Company's change in method of
accounting for goodwill and other  intangible  assets to conform to Statement of
Financial  Accounting Standard 142. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of February 28, 2004 is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.



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




July 8, 2004
New York, New York






                                       14
<PAGE>

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


First Quarter Fiscal Year 2005 (thirteen  weeks ended May 29, 2004) versus First
Quarter Fiscal Year 2004 (thirteen weeks ended May 31, 2003)


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

                              Thirteen weeks ended
                                May          May
                             29, 2004      31, 2003
                             --------      --------
                             (amounts in thousands)

         Net Sales
         Confectionery       $ 44,207     $ 45,530
         Entertainment         43,882       30,462
                             --------     --------
         Total               $ 88,089     $ 75,992
                             ========     ========


Net sales for the first quarter of fiscal 2005 were $88.1  million,  an increase
of $12.1  million,  or 15.9%,  from $76.0  million in the same period last year.
WizKids,  acquired in July 2003,  contributed $5.4 million of this increase, and
stronger  foreign  currencies  versus the dollar increased sales by another $2.8
million.

Net sales of confectionery  products,  which include,  among other things,  Ring
Pop,  Push Pop,  Baby Bottle Pop,  Bazooka  brand bubble gum and licensed  candy
products,  were $44.2  million in the first  quarter of this year, a decrease of
$1.3  million,  or 2.9%,  from $45.5  million in fiscal 2004.  Stronger  foreign
currencies  contributed $1.1 million.  This decrease was largely the result of a
reduction  in Baby  Bottle  Pop  sales  in the  U.S.,  a  function  of both  the
introduction  of Baby Bottle Pop with Candy  Juice in the first  quarter of last
year,  as  well  as  somewhat   diminished   product   vitality.   In  addition,
confectionery  sales continued to be impacted by issues the Company  believes to
be industry-wide, specifically consumer concern related to childhood obesity and
nutrition,  retail  consolidation  and continued  discounting by large chocolate
manufacturers.  Partially offsetting these factors was a favorable  contribution
from the further  roll-out of two new Topps chewy candy  brands--Juicy  Bugs and
Juicy Drop Chews--and growing sales of Juicy Drop Pop.

Net sales of entertainment products, which include cards, sticker albums and the
WizKids  line of  strategy  games,  were $43.9  million in the first  quarter of
fiscal 2005, an increase of $13.4 million,  or 44.1%,  from $30.5 million in the
same period  last year.  Stronger  foreign  currencies  provided a $1.7  million
benefit.  In addition to WizKids,  the increase was attributable to strong sales
of sticker album  collections  featuring teams and players  participating in the
European Championship,  a soccer tournament held every four years, as well as to
higher sales of English  Premier League  products.  Entertainment  sales for the
period were also  impacted by strong  demand for NBA trading  cards and sales of
non-sports  publishing  products  including  Barbie mini albums in Italy,  Wacky
Packages in the US and a new Garbage Pail Kids sticker series.

Gross  profit  at 38.4% of net  sales in the first  quarter  of fiscal  2005 was
higher than last year's 37.0%. This improvement was primarily due to an increase
in the percent of sales represented by entertainment products, which have higher
gross profit margins than confectionery  products. In addition,  lower autograph
and relic costs,  smaller losses in the Company's Internet  activities,  and the
absence  of  one-time  costs  associated  with the  discontinuance  of Cool Junk
products last year had a positive impact.





                                       15
<PAGE>

Other  income/expense in the quarter of $433,000 was below last year's figure of
$602,000. This reduction was largely due to the recent stabilization of the U.S.
dollar,  which  resulted  in the  absence  of  mark-to-market  gains on  foreign
exchange  contracts,  as  well as the  absence  of  foreign  exchange  gains  on
non-functional  currency cash balances  held abroad,  both of which  contributed
positively to last year's quarter.

SG&A expense was $28.6  million in the quarter this year,  up from $24.3 million
in 2004. As a percentage  of net sales,  SG&A was 32.5% this year versus 32.0% a
year ago. SG&A expense increased  primarily due to a $1.9 million fine levied by
the European Commission (see Note 10 - Legal Proceedings) and to the acquisition
of WizKids,  which  added $1.7  million in  overhead  costs and $0.4  million in
acquisition-related  amortization expense.  Cost-savings  initiatives instituted
last year to  virtually  offset  higher legal costs,  salary  inflation  and the
impact of stronger European currencies.  Excluding the European Commission fine,
total SG&A was 30.3% of sales,  a decrease of 1.7% points from the quarter  last
year.

Net interest  income of $484,000 in the quarter this year,  was below year-ago
levels due to  interest  on a delayed  income tax refund  received  in the first
quarter of last year.

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
33.0% in the first quarter this year versus 35.0% last year.

Net income for the first quarter of fiscal 2005 was $4.1  million,  or $0.10 per
diluted share, compared with $3.5 million, or $0.08 per diluted share last year.
The European Commission fine, which was not tax-deductible, diluted earnings per
share by $0.05 in the first quarter of fiscal 2005.


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

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

At May 29, 2004, the Company had $96.4 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 was due to expire on June 26,  2004.  The credit  agreement  was  amended to
extend  the  expiration  date  for 90 days  in  order  to  provide  the  Company
sufficient time to complete the refinancing arrangements.

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.
There was no debt outstanding as of February 28, 2004 or May 29, 2004.

In October  2001,  the Board of  Directors  authorized  the  purchase of up to 5
million  shares of stock.  During the first quarter of fiscal 2005,  the Company
purchased 143,800 shares at an average price of $8.95 per share. The Company has
repurchased a total of 3.1 million shares under this authorization.

In the three months ended May 29, 2004,  the  Company's net increase in cash and
cash  equivalents  was $2.5  million  versus a decrease  of $0.3  million in the
comparable period of fiscal 2004.




                                       16
<PAGE>

Cash provided by operating activities this year was $6.8 million versus a use of
$1.4 million last year.  This  improvement  was  primarily due to a $2.7 million
increase  in  payables  and other  current  liabilities  stemming  from the $1.9
million European Commission fine and advertising and marketing expenses, as well
as to a $1.8 million  decrease in prepaid  expenses and other current assets,  a
function of the timing of  payments  associated  with  royalties  and  marketing
expenditures.  Partially offsetting this improvement, receivables increased $2.2
million on higher sales in the quarter,  and inventories  increased $3.0 million
due to slower U.S. confectionery sales.

Cash used in investing activities of $0.7 million this year, versus $0.9 million
last year,  reflects a  decrease  in the  Company's  capital  spending.  Capital
spending for the year is projected to be in the $3 million to $4 million  range,
with spending focused on Ring Pop production equipment and computer software and
hardware. Capital spending will be funded out of cash flow provided by operating
activities.

Cash used in financing  activities  reflects $1.6 million in cash  dividends and
$1.3 million in net treasury stock purchases during the quarter,  net of options
exercised,  versus a $0.2  million  source of funds from  options  exercised  in
fiscal 2004.

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

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


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;  and (xi) 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.





                                       17
<PAGE>

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

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

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

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

Returns Provisions:
-------------------
In  determining  the  provision  for returns,  the Company  performs an in-depth
review of wholesale and retail inventory levels for each product sold, trends in
product  sell-through  by sales channel,  and other  factors.  The provision for
returns was $7.2 million in the first quarter of fiscal 2005 and $3.8 million in
2004, which equates to 8.2% and 5.0% of net sales, respectively. The increase in
provision  this year was the result of sales of sticker  album  products for the
European  Championship,  which  occurs  once every four  years.  An  increase or
decrease  in the  quarter's  provision  for  returns  by 1% of net  sales  would
increase or decrease operating income by approximately $0.9 million.

Intangible Assets:
------------------
Intangible assets include trademarks and the value of sports,  entertainment and
proprietary  product rights.  Amortization is by the  straight-line  method over
estimated  lives  which  range  between  three  and  fifteen  years.  Management
evaluates  the  recoverability  of  finite-lived  intangible  assets  under  the
provisions  of SFAS No.  144  "Accounting  for the  Impairment  or  Disposal  of
Long-lived  Assets" based on the projected  undiscounted cash flows attributable
to the individual assets, among other methods.

Accrual for Obsolete Inventory:
-------------------------------
The  Company's  accrual for  obsolete  inventory  reflects  the cost of items in
inventory  not  anticipated  to be sold.  This accrual is deemed  necessary as a
result of  discontinued  items and packaging or a reduction in forecasted  sales
and is adjusted  periodically  based on a review of  inventory  levels and sales
projections.  The provision for obsolete inventory was $1.1 million in the first
quarter of fiscal 2005 and $0.8  million in fiscal 2004,  which  equates to 1.2%
and 1.1% of net sales,  respectively.  An increase or decrease in the  quarter's
provision  for  obsolescence  by 1% of net  sales  would  increase  or  decrease
operating income by approximately $0.9 million.





                                       18
<PAGE>

ITEM 3. DISCLOSURES ABOUT MARKET RISK

The Company's  exposure to market risk  associated with activities in derivative
financial  instruments  (e.g.,  hedging  or  currency  swap  agreements),  other
financial  instruments and derivative  commodity  instruments is confined to the
impact of  mark-to-market  changes in foreign  currency  rates on the  Company's
forward contracts and options.  The Company has no debt outstanding and does not
engage in any commodity-related derivative transactions. As of May 29, 2004, the
Company had  contracts  and options  which were  entered into for the purpose of
hedging forecasted  receipts and disbursements in various foreign currencies and
which,  primarily due to the  stabilization  of the U.S.  dollar,  resulted in a
small mark-to-market adjustment in the quarter.






















                                       19
<PAGE>

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

Our management,  with the participation of our Chief Executive Officer and Chief
Financial  Officer,  has evaluated the effectiveness of our disclosure  controls
and procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under
the Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the
end of the period covered by this annual report.  Based on such evaluation,  our
Chief Executive  Officer and Chief Financial  Officer have concluded that, as of
the end of such period, our disclosure  controls and procedures are effective in
recording, processing, summarizing and reporting, on a timely basis, information
required to be  disclosed  by us in the reports that we file or submit under the
Exchange Act.


Changes in internal controls.

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



















                                       20
<PAGE>

                                     PART II

ITEM 1. LEGAL PROCEEDINGS

     In  November  2000,  the  Commission  of  the  European   Communities  (the
     "Commission")  began an  investigation  into whether  Topps  Europe's  past
     distribution  arrangements for the sale of Pokemon  products  complied with
     European law (the "EU  investigation").  On June 17, 2003,  the  Commission
     took the first  formal step in the  investigation  and filed a Statement of
     Objections against The Topps Company,  Inc. and its European  subsidiaries,
     therein coming to a preliminary  conclusion  that these entities  infringed
     Article  81 of the EC  treaty  during  2000 by  preventing  parallel  trade
     between  member  states of the  European  Union.  A hearing in front of the
     European Commission Tribunal took place on October 23, 2003, and on May 27,
     2004,  the  Commission  found  The Topps  Company,  Inc.  and its  European
     subsidiaries jointly and severally liable for infringement of Article 81(1)
     of the EC treaty. The Commission imposed a total fine of 1.59 million euros
     which has been included in accrued expenses in the  accompanying  condensed
     consolidated  balance sheet as of May 29, 2004 and in SG&A expenses for the
     thirteen weeks ended May 29, 2004.

     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 judgment on
     the  grounds  that the named  Plaintiff  (Telepresence,  Inc.) did not have
     standing to sue for infringement of the 501 Patent.  The motion was granted
     and the  Telepresence  litigation was dismissed with prejudice on March 28,
     2001.

     After the dismissal,  the 501 Patent was assigned to a company called Media
     Technologies,  Inc.  Media  Technologies  is under the  control of the same
     person (the  inventor,  Adrian  Gluck) who  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.  On March 17, 2004,
     Topps filed a motion for summary judgment based on  non-infringement  while
     other  defendants  filed a motion  for  summary  judgment  based on  patent
     invalidity  because of prior art. It is not known when a decision on either
     motion will be entered.  The parties  have agreed to stipulate to a stay of
     all discovery proceedings until August 15, 2004. It is anticipated that the
     court will agree to this stipulation.

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

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





                                       21
<PAGE>

                                     PART II

                                OTHER INFORMATION


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


The Annual Meeting of Stockholders of the Company took place on July 1, 2004 for
the following purposes:

          1.  To elect three directors;
          2.  To ratify the appointment of auditors.



The results of the matters voted on are as follows:

                                          For              Withheld
                                          ---              --------
1. Election of Directors
     Allan A. Feder                    38,057,108            299,241
     David M. Mauer                    32,524,810          5,831,539
     Jack H. Nusbaum                   31,657,237          6,669,112


                                          For      Withheld    Against
                                          ---      --------    -------
2. Ratification of Appointment
     of Auditors                       37,796,383   554,467    15,499















                                       22
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

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

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

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

     32.2 Certification of Catherine K. Jessup,  Vice-President-Chief  Financial
          Officer and Treasurer  pursuant to 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 July 6, 2004, with press release,  dated July 1, 2004,
          reporting the Company's first quarter dividend declaration.

     2.   Form 8-K,  dated June 25,  2004,  with press  release,  dated June 24,
          2004, reporting the Company's first quarter earnings.

     3.   Form 8-K, dated May 26, 2004, with press release,  dated May 26, 2004,
          reporting the European Commission fine.




                                       23
<PAGE>

                                    SIGNATURE


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


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


                                          s/ Catherine K. Jessup
                                        ---------------------------
                                             Catherine K. Jessup
                                          Duly Authorizing Officer





July 8, 2004











                                       24
<PAGE>

                                                                Exhibit 31.1

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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


                                          THE TOPPS COMPANY, INC.
                                                REGISTRANT


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


Date:    July 8, 2004





                                       25
<PAGE>

                                                                Exhibit 31.2

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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


                                          THE TOPPS COMPANY, INC.
                                                REGISTRANT


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


July 8, 2004





                                       26
<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 May 29,  2004 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
                                        ---------------------------
                                             Arthur T. Shorin
                                         Chairman, Chief Executive
                                           Officer and President





July 8, 2004





                                       27
<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 May 29,  2004 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
                                        ---------------------------
                                             Catherine K. Jessup
                                      Vice President-Chief Financial
                                            Officer and Treasurer





July 8, 2004



                                       28