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

                                    FORM 10-K


(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended February 26, 2005

                                       OR

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


                        Commission File Number: 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)

          Securities registered pursuant to Section 12(b) of the Act:
                                 Not Applicable

          Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock par value $.01
                                (Title Of class)


     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 if disclosure of delinquent  filers prusuant to Item
405 of regulations S-K is not contained  herein,  and will not be contained,  to
the best of the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.  _X_

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

     The aggregate market value of Common Stock held by non-affiliates as of the
last  business day of the most  recently  completed  fiscal  second  quarter was
approximately $378,535,000.

The  number  of  outstanding  shares  of  Common  Stock  as of May 9,  2004  was
40,457,117.


        Documents incorporated by reference                             Part
        -----------------------------------                             ----
Annual Report to Stockholders for the Year Ended February 26, 2005     I, II, IV
Proxy Statement for the 2005 Annual Meeting of Stockholders               III

<PAGE>


                                     PART I

ITEM 1.  BUSINESS



                               GENERAL DEVELOPMENT

     The Topps Company,  Inc. was incorporated in Delaware on February 24, 1987.
The Company is the successor to Topps Chewing Gum, Inc.,  which was  established
as a  partnership  in 1938 and was  incorporated  under  the laws of New York in
1947.  All  references  in this  Annual  Report on Form 10-K to  "Topps"  or the
"Company" are to The Topps Company, Inc. and its subsidiaries.

     There  are  two  principle  segments  of the  business,  Confectionery  and
Entertainment. In the Confectionery segment, Topps markets premium confectionery
brands including lollipops such as Push Pop, Baby Bottle Pop and Juicy Drop Pop,
Bazooka  brand bubble gum and certain  licensed  candy  items.  The Company also
manufactures and markets Ring Pop lollipops.  In the Entertainment  segment, the
Company  markets  branded  products  including  trading  cards and sticker album
collections featuring  professional  athletes and popular television,  movie and
other licensed characters. The Company also markets branded collectible strategy
games.

     In 1995,  the Company  acquired  Merlin  Publishing  International  Limited
("Merlin"),  a U.K.-based marketer of licensed  collectibles,  primarily sticker
album  collections.  While continuing to market products under the Merlin brand,
Topps changed its corporate name to Topps Europe Ltd.  ("Topps Europe") in March
1997. In July 2003,  Topps acquired  Wizkids,  LLC  ("WizKids"),  a designer and
marketer of collectible strategy games.

     Headquartered  in New York,  N.Y.,  Topps also has offices in Pennsylvania,
Delaware,  the  State of  Washington,  Canada,  the  U.K.,  Ireland,  Italy  and
Argentina, and distributes its products in many countries around the world.



                                    PRODUCTS

Confectionery
-------------

     The Company markets premium-quality lollipop brands and other non-chocolate
confectionery  products in the United States,  Canada, Europe and parts of Asia,
Latin America,  New Zealand and Australia.  Branded  lollipops  include Ring Pop
(candy molded into the form of an exaggerated precious gem stone and anchored to
a plastic  ring),  Push Pop (a  cylinder-shaped  lollipop  packaged in a plastic
container with a removable cap, designed to enable consumers to eat a portion of
the pop and save the rest for later),  Baby Bottle Pop (a miniature  baby bottle
filled with  powder,  candy  juice,  or crunchy  candies and topped with a candy
nipple)  and Juicy Drop Pop (a lollipop  in a plastic  case which also  contains
candy juice to be squirted onto the pop for boosting its flavor).

================================================================================

Trademarks of The Topps Company, Inc. and subsidiaries appearing in this report:
Baby Bottle Pop,  Bazooka,  Bazooka  Joe,  Bowman,  etopps,  Garbage  Pail Kids,
Heroclix, Juicy Drop Pop, Mage Knight, Mars Attacks,  MechWarrior,  Merlin, Push
Pop, Ring Pop,  thePit.com,  Topps, Topps Chrome,  Topps Finest, Topps Heritage,
Topps Pristine, Wacky Packages and WizKids.

Unless otherwise indicated, all date references refer to fiscal years.

<PAGE>

     The Company also markets Bazooka brand bubble gum originally  introduced in
1947.  Traditional chunk Bazooka bubble gum is produced in  individually-wrapped
rectangular  pieces in a variety of flavors  and sold  generally  at a suggested
retail price of five cents a piece.  Individual  pieces of Bazooka  brand bubble
gum include a comic  featuring  Bazooka Joe, a  copyrighted  cartoon  character,
which  celebrated  its fiftieth  anniversary  in 2003. In addition to individual
pieces,  the  Company  sells   multiple-piece  packs  of  Bazooka  (regular  and
sugarless) which are designed for distribution across all major trade channels.

     Licensed  confectionery products include containers replicating the Pokemon
ball  with  candy  and a  decorated  Pokemon  figure  inside.  Sales of  Pokemon
confectionery products began in fiscal 2000 and continue today, though at lesser
volumes. In 2003, the Company introduced Yu-Gi-Oh! lollipops and containers.

     In the U.S.,  the Company's  confectionery  focus is on providing  children
with  compelling   high-quality   products,   expanding   product   availability
(distribution  points and  in-store  location)  and  advertising  on  children's
television.  Over the last few years, the Company has experienced solid progress
in terms of its U.S. retail  distribution  and brand and advertising  awareness.
Going forward,  the Company  believes that  distribution,  advertising,  and new
products  represent  viable  sources  of  growth  and  is  directing  its  focus
accordingly. Overseas, the primary emphasis is on delivering innovative products
to the  marketplace  and securing new listings in key  retailers.  Over the last
couple of years,  confectionery  distribution  in Europe  has been  expanded  to
include  Norgen  Gruppen  and  Narvisson  in  Norway;  ICA and Co-op in  Sweden;
Internarche  in  France;  Coop,  Kiosk,  and  Volg in  Switzerland;  and Inex in
Finland.


Entertainment
-------------

     The  Entertainment  segment consists of publishing  products in the form of
trading  cards and sticker album  collections  featuring  sports and  non-sports
licenses and strategy games created by WizKids, acquired by Topps in July 2003.

     In the U.S. and Canada,  publishing products are generally sold in the form
of cards, while in the rest of the world, publishing products are typically sold
in the form of sticker album  collections.  The Company markets cards in various
size  packages for  distribution  through a variety of trade  channels.  Sticker
album products are designed so that stickers, which are sold in packages, can be
placed in an associated album that contains detailed information on the subject.

     Sports card and sticker album products  contain  photographs of athletes as
well as other  features,  including  player  and team  statistics,  biographical
material  and,  in  certain  cases,   pieces  of  memorabilia   and/or  players'
autographs.  Sports card products have historically featured professional sports
figures from Major League Baseball, NFL Football, NBA Basketball and NHL Hockey,
while sports sticker album products have featured  athletes from English Premier
League  Football  (soccer).  The Company did not produce any NHL Hockey products
for the most recent season which was cancelled due to  labor/management  issues.
Additionally,  in fiscal 2005 the Company sold sticker album products associated
with the European  Football  Championship  which  occurs  every four years.  The
Company also markets bubble gum with mini stickers and albums featuring  Italy's
professional soccer league (Calcio).

<PAGE>

     The Company  distributes  sports card products in North America under brand
names including,  but not limited to, Topps, Topps Heritage, Topps Finest, Topps
Chrome,  Topps  Pristine  and Bowman.  The Company  attempts to ensure that each
brand of sports cards has its own unique  positioning  in the  marketplace.  For
example,  Topps Heritage, a retro brand with bubble gum in every pack, addresses
a perceived  consumer  demand for  nostalgia-based  products and  capitalizes on
Topps' heritage and history in the sports collectible industry. Internationally,
the Company  distributes  sticker album  collections  under the Merlin and Topps
brands.

     The Company has also  marketed  non-sports  trading cards and sticker album
products  since  the  1950's,  featuring  some  of  the  dominant  entertainment
properties of all time, including The Beatles, Elvis Presley, Star Wars, Michael
Jackson,  E.T.: The  Extra-Terrestrial,  Indiana Jones,  Batman,  Teenage Mutant
Ninja  Turtles,  Jurassic Park,  Pokemon and  Yu-Gi-Oh!.  From time to time, the
Company has also sold cards and stickers  featuring  self-created  entertainment
properties  such as Wacky Packages,  Garbage Pail Kids and Mars Attacks.  During
the fiscal 2000 to 2003 period, the Company distributed Pokemon products in over
44 countries and 25 languages.

     In fiscal 2005, the Company  marketed  non-sports  trading card and sticker
album  products  featuring  licenses  including  Star  Wars,  Lord of the Rings,
Hamtaro,  Barbie,  Yu-Gi-Oh!  (sticker albums only),  SpongeBob  SquarePants and
Pokemon.  The Company  also  reintroduced  new editions of Garbage Pail Kids and
Wacky Packages stickers during the year.  Entertainment  cards and sticker album
collections  have  experienced  peaks and valleys of consumer  interest,  a fact
which has  prompted  the Company to be highly  selective  in  determining  which
entertainment licenses to pursue.

     Card and sticker  album  collections  are prepared  with care and often use
special  technologies  and reproduction  techniques.  Cards may include features
such as foil  stamping,  film  lamination,  autographs  and/or  small  pieces of
memorabilia.  The  Company  continuously  strives to update the  features of its
cards  and  sticker  album   collections   and  seeks  new  ideas  and  printing
technologies.  Suggested  retail prices for cards  generally range from $0.99 to
$7.00 per pack,  while overseas sticker pack prices are generally the equivalent
of approximately  fifty cents. The Company also sells certain sports products in
pack  configurations at prices exceeding $30 per pack and in box  configurations
that are offered to consumers at variety of suggested retail price points.

     In October 2001,  the Company  launched  etopps,  a trading card brand sold
exclusively on the Internet at www.etopps.com.  Each week on the etopps website,
a limited number of cards featuring distinguished athletes,  current events, and
other  features are offered for sale.  In April 2004,  additional  features were
added  to the  etopps  website  enabling  card  holders  to  play a  variety  of
fantasy-style  games and to trade their etopps  cards more  easily.  The Company
also markets  memorabilia over the Internet through  ToppsVault.com  and makes a
market in certain sports cards via thePit.com.

     In July 2003,  the Company  acquired  WizKids for a cash purchase  price of
approximately $28.4 million. Headquartered in Bellevue, Washington, WizKids is a
designer and marketer of collectible  and  constructible  strategy  games.  Some
games are played with  miniature  figurines  on bases  containing  game-specific
information.  Core  products  are sold under the  MechWarrior,  Mage  Knight and
HeroClix brand names and are marketed  primarily  through the hobby channel.  In
2005,  WizKids  broadened  its product  line to include  constructible  strategy
games, introducing products under the Pirates and Football Flix names.

     For a  schedule  of net sales by key  business  segment  for the past three
fiscal years, see "Management's  Discussion and Analysis of Financial  Condition
and  Results  of  Operations"  on  page  7 of the  Company's  Annual  Report  to
Stockholders for the year ended February 26, 2005 (the "Annual  Report"),  which
is hereby incorporated by reference.

<PAGE>

                           DISTRIBUTION AND MARKETING


Sales and Distribution
----------------------

     In the U.S. and Canada,  internal and field sales employees handle sales of
Confectionery  products  to  national  accounts.  Confectionery  sales  to other
channels  are handled by broker  organizations  managed by Topps  employees.  In
fiscal 2005, Topps consolidated much of its broker network,  joining forces with
a strong  national  organization  which will provide greater retail coverage and
increased focus,  particularly on the convenience  channel.  Topps Confectionery
products  reach tens of  thousands  of retail  outlets  including  supermarkets,
drugstores,  convenience  stores,  mass  merchandisers,  warehouse clubs, dollar
stores, video outlets and other specialty accounts. The Company's employees also
handle  U.S.  sales  of  entertainment  card  products  to hobby  stores,  hobby
distributors,  national  accounts and category managers who service major retail
outlets.

     In most of Europe, as well as in Latin America, Japan and Australia,  sales
are generated primarily through distributors serviced by Topps employees. In the
U.K., sales of both  Confectionery and  Entertainment  products are handled by a
dedicated  field sales force  augmented by  wholesalers  selling to  independent
retailers.  Together, the sales force and wholesalers reach approximately 30,000
retail news and confectionery outlets.

     WizKids' products have  traditionally  been sold primarily to gaming stores
via distributors.  Topps' sales force is also assisting WizKids in reaching mass
retailers in the U.S. and Europe.  WizKids uses a network of 3,500 volunteers to
run approximately 10,000 in-store tournaments a month for its customers.


Advertising and Promotion
-------------------------

     The  Company  utilizes  a  variety  of  marketing   techniques,   including
television, radio and print advertising campaigns,  sweepstakes, on-line ads and
promotions  designed to create consumer  awareness and stimulate retail sales of
its  products.   Advertising  and  marketing  expenses  (which  encompass  media
spending,  consumer  promotions and research)  included in selling,  general and
administrative  expenses amounted to $23,336,000 in fiscal 2005,  $23,820,000 in
fiscal 2004 and $20,145,000 in fiscal 2003.

     Approximately  74% of the Company's  fiscal 2005 sales,  75% of fiscal 2004
sales, and 80% of fiscal 2003 sales were made on a returnable basis.  Reductions
in the percentage starting in fiscal 2004 are due to the acquisition of WizKids,
whose sales historically have been largely not returnable.  As WizKids begins to
sell more  products to the mass  market  channel,  its return  rates will likely
increase.  Industry  practice  requires  that the  Company  provide the right to
return on sales of trading card products (excluding those to certain channels of
distribution),  on  confectionery  products and on sales of most  sticker  album
products.  Consolidated net return provisions as a percentage of gross sales for
the  fiscal  years  ended  2005,  2004 and  2003  were  6.5%,  5.1%,  and  6.7%,
respectively.  Returns  significantly in excess of the Company's returns reserve
could have a material adverse effect on the Company.

<PAGE>

                                   PRODUCTION

Confectionery
-------------

     Ring Pop  lollipops  for  sale in North  America  are  manufactured  at the
Company's  Scranton,  Pennsylvania  factory.  Raw  materials  required  for  the
manufacture of these products are generally  available to the Company.  Ring Pop
lollipops  for sale in  international  markets  as well as all Push  Pops,  Baby
Bottle Pops,  Juicy Drop Pops and many of the Company's other lollipop  products
are  manufactured  by a single  independent  supplier  in  factories  located in
Taiwan,  Thailand  and  China.  The loss of  production  at one or more of these
facilities  due to civil  unrest or for any other  reason  could have a material
adverse effect on the Company until the Company could make other arrangements.

Bazooka  bubble  gum is  produced  for Topps by the  Hershey  Foods  Corporation
("Hershey")  under a contract that is renewable  annually for a five-year  term.
This contract contains a number of conditions and requires the Company to source
certain of its U.S. Bazooka production needs from Hershey,  provided Hershey can
fulfill the orders on a timely basis and can meet Topps' quality specifications.
Failure by Hershey to supply the Company with quality  product on a timely basis
could have a material adverse effect on sales of Bazooka until the Company could
make other arrangements.


Entertainment
-------------

     In the U.S.,  photographs  of athletes are  generally  taken by  free-lance
photographers  on special  assignment  with the Company.  In  addition,  certain
photography is provided by the organizations  representing the leagues and their
member  teams.  Pictures of  non-sports  entertainment  subjects  are  generally
furnished  by the  respective  licensor  or created by artists  retained  by the
Company.  Computerized  graphic  artwork and design  development  for all of the
Company's  products  is done by staff  artists and  through  independent  design
agencies  under  the  Company's   direction.   The  Company's  Graphic  Services
Department also utilizes  computerized  technology to enhance and  color-correct
photography and computer imaging to create  interesting and unusual  backgrounds
and visual effects.

     High-quality  substrates  (paperboard,  foilboard)  are  sent  directly  to
outside printers by the Company's  suppliers.  Pictures are printed  utilizing a
variety of techniques and sometimes  include foil stamping and UV (ultra violet)
coating.  Cards that require specialized printing and the combination of various
substrates like plastic, polystyrene and holographic foils are purchased in full
sheet form from  specialty  printers.  Full sheets are then cut into  individual
cards, collated, wrapped in a variety of package configurations,  and shipped to
customers by these same outside printers or by contract packers.

     Sticker  production in Europe is subcontracted  and coordinated by a single
supplier in Italy,  and album  production is subcontracted to three suppliers in
Italy.  Adhesive  material  and  packaging  are  sourced  and printed by various
subcontractors  in Italy.  The Company  believes  that there are other  suitable
sources  available to meet its requirements if the current suppliers were unable
to meet the Company's needs.

<PAGE>

     Collectible  strategy  games are  manufactured  by  suppliers  in China and
Taiwan.  Collectible  figures  are  designed  by the  Company,  and the  tooling
manufacture is subcontracted to a variety of tool and die manufacturers in China
and Taiwan.

     Paperboard,  packaging  materials,  foil stamping and UV coating for cards,
and other raw materials  required to  manufacture  the  Company's  total line of
entertainment  products are  generally  available  to the  Company.  The Company
relies on single producers for several of these materials or processes, although
alternative  suppliers are generally  available.  If any of these single sources
were  no  longer   available  to  the  Company,   some   adjustment  in  product
specification would probably be required.



                        TRADEMARKS AND LICENSE AGREEMENTS

     The  Company  considers  its  trademarks  and license  agreements  to be of
material importance to its business.  Most of the Company's principal trademarks
have been  registered in the United States and many foreign  countries where its
products are sold.  Sports picture  products  marketed in the U.S. are generally
produced under license agreements with individual athletes and/or their players'
associations,  as well as under the licensing bodies of the professional  sports
leagues. These agreements cover the following sports: Major League Baseball, NBA
Basketball  and NFL Football.  Because of the labor dispute in hockey during the
2004 season, the Company did not renew its NHL agreement when it expired in June
2004. The absence of hockey  products did not have a material  adverse effect on
the Company's  sales or earnings in fiscal 2005. The Company also has a contract
with Premier  League Soccer in England and with players and teams with regard to
soccer in Italy,  Denmark,  and Spain.  The  Company's  inability  to renew,  or
continue to operate under licenses  relating to Major League Baseball or England
Premier  League  soccer,  and its inability to market  products in these sports,
could have a material adverse effect on the Company.

     The Company has an individual  license agreement with virtually every major
league baseball player.  Each baseball  player's license  agreement is initially
for four major  league  baseball  seasons  and may be  extended  for  additional
seasons as rights are used,  if the player  and the  Company  agree.  Typically,
these  agreements are extended  annually.  Among the rights the Company receives
are rights to use a player's name, picture, facsimile signature and biographical
description  in the form of two or three  dimensional  pictures,  trading cards,
postcards, stickers, stamps, transfers, decals, medallions or coins, each within
certain size limitations. The licenses granted to the Company by athletes permit
the athlete to grant others rights to the use of his name, picture and facsimile
signature on other products,  including  collectible picture cards sold alone or
with products other than gum and (with certain  exceptions)  candy.  The Company
conducts a related active  licensing  program with minor league baseball players
and  continuously  seeks  to  supplement  its  relationship  with  the  baseball
community by personal visits and corporate identification. The Company considers
such  relationships  to be good and to be of great  importance  to it.  However,
should an appreciable number of Major League Baseball players refuse to sign the
Company's  license  agreement,  it could have a material  adverse  effect on the
Company.

<PAGE>

     The Company has a related  agreement with the Major League Baseball Players
Association, which governs certain terms of the individual player contracts. The
Company  also has an  agreement  with Major League  Baseball  Properties,  Inc.,
which,  among other  things,  covers the use of the names and  insignias  of the
baseball teams and leagues in connection with its baseball picture products.

     The  Company  also  enters  into   license   agreements   with   non-sports
entertainment  companies  to  produce  certain  products.  The  terms  of  these
contracts depend on a variety of factors.

     Total  royalty   expense  under  the   Company's   sports  and   non-sports
entertainment licensing contracts for the fiscal years ended 2005, 2004 and 2003
was $24,916,000, $23,912,000 and $25,344,000, respectively. See Note 21 of Notes
to Consolidated Financial Statements in the Annual Report, which is incorporated
herein by reference,  for a description of minimum  guarantee  payments required
under the Company's existing sports and non-sports entertainment contracts.

     In fiscal  2004,  the  Company  initiated  a program of  licensing  its own
Bazooka,  Bazooka Joe,  Ring Pop,  Push Pop, and Baby Bottle Pop  trademarks  to
third  parties.  In fiscal  2005,  the Company  expanded  the program to include
seventeen licensees,  including manufacturers of apparel,  children's cosmetics,
footwear and  collectibles.  Additionally,  WizKids licenses out its trademarks,
primarily Mech-Warrior, for fantasy books.



                                   COMPETITION

     The  Company  competes  for sales as well as counter  and shelf  space with
large  corporations in the food,  candy,  publishing,  toy and other industries.
Many of  these  corporations  have  substantially  greater  resources  than  the
Company.  More narrowly,  the Company competes with other  companies,  large and
small, which market gum, candy, trading cards, sticker albums and strategy games
for the spending money of children and adult  collectors.  The Company  believes
that the industries in which it operates are highly competitive.



                                   SEASONALITY

     The Company's  sales of  Confectionery  products are  generally  seasonally
stronger in the first two fiscal  quarters of each year.  However,  sales can be
significantly  impacted by the  introduction of new products and line extensions
as well as by advertising and consumer and trade support programs.

     In the Entertainment  segment,  sales of U.S. sports card products are sold
throughout  the year,  spanning  the three  major  sports  seasons  in which the
Company  currently  participates,   i.e.  baseball,  football,  and  basketball.
Generally,  Topps  Europe's sales of sports sticker album products are driven by
shipments of Premier  League Soccer  products,  with much of the sales  activity
occurring in the fourth  fiscal  quarter.  Sales of  non-sports  cards,  sticker
albums and games tend to be driven by the  timing of product  introductions  and
the property on which they are based,  often peaking with the release of a movie
or the rise in popularity of a particular  licensed property.  Hence,  quarterly
results may vary.  (See footnote 20  "Quarterly  Results of  Operations"  in the
Company's Annual Report.)

<PAGE>

                         DEPENDENCE ON CERTAIN CUSTOMERS

     McLane  Distribution  Services,  Inc.  accounted for  approximately  12% of
consolidated net sales in fiscal 2005. McLane purchases primarily  confectionery
products  from  the  Company  and  distributes  them to  Wal-Mart,  Sam's  Club,
Southland  Corp.,  and convenience  stores in the U.S. The loss of this customer
could have a material adverse effect on the Company's plans and results.



                                   ENVIRONMENT

         The Company believes that it is in compliance in all material respects
with existing federal, state and local regulations relating to the protection of
the environment. Such environmental regulations have not had a material impact
on the Company's capital expenditures, earnings or competitive position.



                                    EMPLOYEES

     The Company employed approximately 485 people in fiscal 2005.

     All of the  production  employees  at the  Company's  factory in  Scranton,
Pennsylvania are represented by a union. The current union agreement  expires in
February 2008.

     The Company considers relations with its employees to be good.



                           AVAILABILITY OF THIS REPORT

     The Company's financial information, including the information contained in
this report filed on Form 10-K,  quarterly reports on Form 10-Q, current reports
on Form 8-K, and any amendments to the above mentioned  reports may be viewed on
the Internet at www.topps.com.  Copies are also available,  without charge, from
the  Company.  Alternatively,  reports  filed with the  Securities  and Exchange
Commission  (the "SEC") may be viewed or  obtained  at the SEC Public  Reference
Room in Washington, D.C., or at the SEC's Internet site at www.sec.gov.



                              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.  The Company wishes to ensure that any  forward-looking  statements are
accompanied  by  meaningful  cautionary  statements  in order to maximize to the
fullest extent  possible the  protections of the safe harbor  established in the
Reform Act. Accordingly,  any such statements are qualified in their entirety by
reference to, and are accompanied  by, the following  important  factors,  among
others,  that could cause the Company's actual results to differ materially from
those projected in forward-looking statements of the Company:

<PAGE>

     1.  Dependence on Licenses.  The  Company's  trading card and sticker album
businesses are highly dependent upon licensing  arrangements with third parties.
These  licenses,  which have varying  expiration  dates,  are obtained  from the
various  professional  sports  leagues,  players  associations  and,  in certain
instances,  the  players  themselves  as well as from  non-sports  entertainment
companies. The Company's inability to renew or retain certain of these licenses,
or the lack of vitality of these licenses, could materially adversely affect its
future plans and results.

     2. Contraction in Sports Card Industry. The sports card industry as a whole
has contracted significantly over at least the last ten years. Further prolonged
and material  contraction in the sports card  industry,  whether caused by labor
strife or otherwise,  could  materially  adversely  affect the Company's  future
plans and results.

     3. New Products.  The Company may be unable to produce  timely,  or at all,
certain new planned  products.  The inability of the Company to produce  planned
products could materially adversely affect its future plans and results.

     4. Returns.  Approximately 74% of the Company's fiscal 2005 sales were made
on a  returnable  basis.  Although  the Company  maintains  returns  provisions,
returns  considerably  in excess of the Company's  provisions  could  materially
adversely affect its future plans and results.

     5.  Suppliers.  The Company  has a single  source of supply for most of its
lollipop  products.  The loss of this  supplier  due to civil  unrest or for any
other reason could  materially  adversely  affect the Company's future plans and
results.

     6. Customers.  The Company has several large  customers,  some of which are
serviced  by  single  distributors.  The  loss  of any  of  these  customers  or
distributors  could  materially  adversely affect the Company's future plans and
results.

     7. International  Political and Economic Risk. There is an increase in risk
generally  associated  with operating  outside of the U.S.  Events such as civil
unrest, currency devaluation, political upheaval and health-related issues could
materially adversely affect the Company's future plans and results.

     8. Legal  Proceedings.  See Item 3: Legal  Proceedings  for a discussion of
legal matters that could materially  adversely affect the Company's future plans
and results.



FINANCIAL  INFORMATION ABOUT INDUSTRY SEGMENTS,  FOREIGN AND DOMESTIC OPERATIONS
AND EXPORT SALES

     The Company operates in two business segments.  They are: (i) the marketing
and distribution of confectionery  products; (ii) the marketing and distribution
of entertainment products.  Segment and geographic area information contained in
Note 16 of the Notes to Consolidated Financial Statements included in the Annual
Report is hereby incorporated by reference.

<PAGE>

                        EXECUTIVE OFFICERS OF THE COMPANY

     The information  required by this item with respect to the directors of the
Company and those  executive  officers who are also  directors  appearing in the
Proxy Statement for the annual meeting of  stockholders  scheduled to be held on
June 30, 2005 ("2005  Proxy  Statement")  is hereby  incorporated  by  reference
thereto. Set forth below is information required by this item covering the other
executive officers of the Company.

                        Position with the Company and business
Name                    experience during the past five years
----                    --------------------------------------

Ronald L. Boyum         Vice President-Marketing and Sales and General Manager -
                        Confectionery of the Company since February 2000; Vice
                        President-Marketing and Sales of the Company since March
                        1995.  Mr. Boyum is 53 years of age.

Edward P. Camp          Vice President of the Company since April 1997 and
                        President-Hobby Division since October 1995. Previously,
                        Mr. Camp held a number of sales-related positions within
                        the Company.  Mr. Camp is 58 years of age.

Michael P. Clancy       Vice President-International of the Company since
                        December 1998 and Vice President since February 1995.
                        Mr.Clancy has been Managing Director - Topps
                        International Ltd. (formerly Topps Ireland) since July
                        1990 and was Joint Managing Director - Topps Europe Ltd.
                        from January 1997 to December 1998.  Mr. Clancy is 50
                        years of age.

Michael J. Drewniak     Vice President-Manufacturing of the Company since March
                        1991. Mr. Drewniak previously held the position of
                        General Manager - Manufacturing Operations. Mr. Drewniak
                        is 68 years of age.

Ira Friedman            Vice President-Publishing and New Product Development
                        of the Company since September 1991.  Mr. Friedman
                        joined the Company in October 1988.  Mr. Friedman is 51
                        years of age.

Warren Friss            Vice President-General Counsel and General Manager
                        Sports.  Mr. Friss was General Manager - Sports of the
                        the Company since February 2005, Vice President and
                        Internet Business General Manager since June 2001, and
                        General Counsel of the Company since February 2000. Mr.
                        Friss joined the Company as Deputy General Counsel in
                        May 1995. Mr. Friss is 41 years of age.

<PAGE>
                        Position with the Company and business
Name                    experience during the past five years
----                    --------------------------------------

Catherine K. Jessup     Vice President-Chief Financial Officer and Treasurer.
                        Ms. Jessup was Treasurer of the Company since July 2004
                        and Chief Financial Officer of the Company since July
                        1995.  Prior to joining the Company, Ms. Jessup held
                        a number of positions with PepsiCo (a food products
                        company) from 1981 to July 1995. Ms. Jessup is 49 years
                        of age.

Michael K. Murray       Vice President - Confectionery Sales of the Company
                        since October 2004.  Prior to joining the Company, Mr.
                        Murray was Vice President - Regional Director of Sales
                        North America for Reckitt Benckiser PLC.  Mr Murray is
                        47 years of age.

William G. O'Connor     Vice President-Administration of the Company since
                        September 1991.  Mr. O'Connor was an Assistant Secretary
                        of the Company from June 1982 until June 1994.  Mr.
                        O'Connor is 56 years of age.

John Perillo            Vice President-Operations of the Company since April
                        1995 and Vice President-Controller and Chief Financial
                        Officer of the Company from April 1990 to July 1995.
                        Mr. Perillo is 48 years of age.

Christopher Rodman      Vice President - Topps Europe of the Company since
                        October 2004.  Previously, Mr. Rodman was Managing
                        Director, Topps Europe since November 1997.  Mr. Rodman
                        joined the Company in July 1995 with the acquisition of
                        Merlin Publishing.  Mr. Rodman is 48 years of age.

Scott Silverstein       President of the Company and Chief Operating Officer
                        since August 2004. Previously, Mr. Silverstien was
                        Executive Vice President of the Company since February
                        2000.  Prior thereto, Mr. Silverstein ran the Pokemon
                        business for Topps since 1999 and was Vice President
                        - Business Affairs and General Counsel of the Company
                        since February 1995.  Mr. Silverstein held the position
                        of General Counsel from July 1993 until February 2000.
                        Mr. Silverstein is the son-in-law of Mr. Shorin, the
                        Company's Chairman of the Board and Chief Executive
                        Officer.  Mr. Silverstein is 43 years of age.

<PAGE>

ITEM 2.  PROPERTIES

     The location and general  description of the principal  properties owned or
leased by the Company are as follows:

<TABLE>
<CAPTION>
                                                                                Owned or Leased,
                                                            Area/Facility          If Leased,
               Location              Type of Facility       Square Footage      Expiration Year
               --------              ----------------       --------------      ----------------
<S>                             <C>                             <C>             <C>
Duryea, Pennsylvania***             Office and warehouse        71,000          Leased; 2006

Scranton, Pennsylvania*             Manufacturing plant         41,000          Owned

Seattle, Washington**                      Office               19,000          Leased; 2006

Cork, Ireland*                             Office                8,000          Leased; 2006

New York, New York***                Executive offices          60,000          Leased; 2009

Cincinnati, Ohio**                        Warehouse              14,000         Leased; 2006

Milton Keynes, United Kingdom***    Office and warehouse         12,000         Leased; 2014

Milan, Italy***                            Office                 7,000         Leased; 2008

</TABLE>

     The Company also leases offices in Delaware,  Canada and Argentina.
The  Company  believes  that its active  facilities  are in good  repair and are
suitable for its needs for the foreseeable future.


*   Serves confectionery segment.
**  Serves entertainment segment.
*** Serves both business segments.

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

     In  November  2000,  the  Commission  of  the  European   Communities  (the
"Commission")   began  an   investigation   into  whether  Topps  Europe's  past
distribution  arrangements  for  the  sale of  Pokemon  products  complied  with
European law (the "EU investigation").  On June 17, 2003, the Commission filed a
Statement  of  Objections  against  The Topps  Company,  Inc.  and its  European
subsidiaries,  therein  coming to a preliminary  conclusion  that these entities
infringed  Article 81 of the EC treaty during 2000 by preventing  parallel trade
between member states of the European  Union. A hearing in front of the European
Commission  Tribunal  took place on October 23, 2003,  and on May 27, 2004,  the
Commission found The Topps Company,  Inc. and its European  subsidiaries jointly
and severally  liable for  infringement  of Article 81(1) of the EC treaty.  The
Commission  imposed a total fine of 1.6 million euros ($1.9  million)  which was
paid during fiscal 2005.

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

     After the  dismissal,  the 501 Patent was  assigned to Media  Technologies,
Inc. which is under the control of the same person (the inventor,  Adrian Gluck)
who brought the Telepresence  action.  On November 19, 2001, Media  Technologies
sued essentially the same group of defendants in the same court for infringement
of the 501 Patent.  The court once again granted summary  judgment and dismissed
the case with prejudice.  The Court of Appeals for the Federal Circuit  reversed
the judgment on July 11, 2003, and the case was returned to Judge Stotler in the
Central   District  of  California  for  trial.  On  October  16,  2003,   Media
Technologies  amended its complaint by alleging that  Defendants'  sale of relic
cards additionally  infringed U.S. Patent No. 6,142,532 (the "532 Patent") which
was issued on November 7, 2000 and is similar to the 501 Patent.

     On March 17,  2004,  Topps  filed a motion for  summary  judgment  based on
non-infringement  while other  defendants  filed a motion for  summary  judgment
based on patent  invalidity  because of prior art.  Both  motions were denied on
July 26, 2004. On September 15, 2004,  defendant Upper Deck Company, LLC ("Upper
Deck")  moved  for a  separate  trial on the  issues of  infringement,  damages,
willfulness  and  counterclaims,  a motion  the  other  defendants  subsequently
joined.  On October 26, 2004,  the court ruled that the patent  validity  issues
would be tried first, before those of infringement.  The court otherwise refused
to bifurcate the trial.

         On October 4, 2004, Defendants petitioned the United States Patent &
Trademark Office (the "PTO") to reexamine the patentability of both the 501
Patent and the 532 Patent. On October 25, 2004, Defendants also filed a motion
with the district court requesting a stay of the proceedings pending the
petition with the PTO. On December 2, 2004, the court denied the motion for the
stay. In mid-December, the PTO granted the petition for reexamination of the 501
and 532 Patents. Plaintiffs have petitioned the PTO to vacate the reexaminations
and have also filed papers requesting the PTO, in the event it decides to
proceed with the reexamination, to hold its claims patentable.

<PAGE>

     On  December  29,  2004,  Defendants  once  again  filed a motion  with the
district court requesting a stay of the proceedings while the PTO reexamines the
patentability  of the 501 Patent and the 532  Patent.  That motion was denied on
February 28, 2005,  along with another  motion to dismiss the case based on lack
of standing.  The pretrial  conference was held on March 21, 2005.  Both parties
requested  that  the  judge  construe  Plaintiff's  issued  patent  claims,  and
Defendants  once again asked that the damages and  infringement  issues be tried
separately as to each party.

     The trial was  initially  scheduled  for February 2005 but was adjourned to
June 2005. An adverse  outcome in the  litigation  could result in a substantial
liability  for the  Company  and could have a material  impact on the  Company's
consolidated financial statements.  Plaintiff argues it is entitled to a royalty
on all sales of all product  releases  containing  relic cards since issuance of
the  patent,  treble  damages,  and is also  seeking  to enjoin  us from  future
distribution  of relic cards.  It is not possible to determine the likelihood of
any  damages or  equitable  relief , or to estimate  the range of loss,  if any.
Accordingly,  no provision has been recorded for this matter in the accompanying
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 or results of operations.




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

     There were no matters  submitted to a vote of security  holders  during the
fourth quarter of the fiscal year ended February 26, 2005.


<PAGE>

                                     PART II



ITEM 5.  MARKET FOR COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

     Reference  is made to the data  appearing  on page 46 of the Annual  Report
under the heading "Market and Dividend Information" which is hereby incorporated
by  reference  and  reference  is also  made  to the  Equity  Compensation  Plan
Information on page 9 of the 2005 Proxy.



ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

     Reference  is made to the data  appearing  on page 46 of the Annual  Report
under  the  heading  "Selected  Consolidated  Financial  Data"  which is  hereby
incorporated by reference.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     Reference is made to the data appearing on pages 7 through 14 of the Annual
Report  under the heading  "Management's  Discussion  and  Analysis of Financial
Condition and Results of Operations" which is hereby incorporated by reference.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Reference  is made to the data  appearing  on page 14 of the Annual  Report
under the heading  "Disclosures about Market Risk" which is hereby  incorporated
by reference.



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


     Reference  is made to the data  appearing on pages 15 through 43 and to the
Report of Independent  Registered Public Accounting Firm appearing on page 44 of
the Annual Report which are hereby incorporated by reference.

<PAGE>

ITEM 9.  CHANGES IN ACCOUNTANTS AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
         DISCLOSURE

          None.


ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

     We maintain  disclosure controls and procedures that are designed to ensure
that  information  required to be disclosed in our reports filed pursuant to the
Securities  and  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act") is
recorded,  processed,  summarized and reported within the time periods specified
in the  Securities  and  Exchange  Commission's  rules and forms,  and that such
information is accumulated and  communicated  to our  management,  including our
Chief Executive Officer and Chief Financial  Officer,  as appropriate,  to allow
for timely decisions regarding required disclosure.  In designing and evaluating
the disclosure controls and procedures,  management recognizes that any controls
and  procedures,  no matter how well  designed  and  operated,  can provide only
reasonable assurance of achieving the desired control objectives, and management
is required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.

     As of the end of the period covered by this report (the "Evaluation Date"),
we carried out an evaluation,  under the supervision and with the  participation
of our  management,  of the  effectiveness  of the design and  operation  of our
disclosure  controls and procedures.  Based on the foregoing,  we have concluded
that, as of the Evaluation  Date, our  disclosure  controls and procedures  were
effective.


(b) Design and Evaluation of Internal Control Over Financial Reporting

     Under  Section 404 of the  Sarbanes-Oxley  Act of 2002,  we are required to
include  in this  Annual  Report on Form 10-K (i) a report  from our  management
regarding the Company's internal controls over financial reporting, which report
is required to include,  among other things,  an assessment  and statement as to
the  effectiveness  of our  internal  controls  over  financial  reporting as of
February 26, 2005 and (ii) an attestation report from our independent registered
public accounting firm on management's assessment of such internal controls.

     On November  30, 2004,  the SEC issued an exemptive  order (SEC Release No.
50754) which provides a 45-day extension for the filing of the management report
and the related  attestation  report by eligible  companies.  We have elected to
rely on this 45-day  extension,  and therefore,  this Annual Report on Form 10-K
does not include such reports. We intend to include such reports in an amendment
to this Annual  Report on Form  10-K/A in  accordance  with the SEC's  exemptive
order.

     During  fiscal 2005, we spent  considerable  time and internal and external
resources  analyzing,  documenting  and testing our system of internal  controls
over  financing  reporting  and  have  completed  our  internal  evaluation.  In
addition,   our  management  has  provided  our  independent  registered  public
accounting firm with a draft of its report and we are not currently aware of any
material weaknesses in our internal controls over financial reporting.

<PAGE>

     There can be no assurance, however, that one or more material weaknesses in
our internal controls over financial reporting will not be identified during the
45-day  extension  period,  that  management  will be able to  assert  that  our
internal controls over financial reporting are effective as of February 26, 2005
or that our independent registered public accounting firm will be able to attest
that management's  report is fairly stated or express an unqualified  opinion on
the effectiveness of our internal controls.

(c) Changes in Internal Control Over Financial Reporting

     There have not been any changes in our  internal  controls  over  financial
reporting during the fiscal quarter ended February 26, 2005 that have materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reports.


ITEM 9B. OTHER INFORMATION

     Not applicable.


                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

     Information  required by this item appears in Part I of this Report on Form
10-K under the heading "Executive Officers of the Company" and in the 2005 Proxy
Statement and is hereby incorporated by reference.



ITEM 11. EXECUTIVE COMPENSATION

     Information  required by this item appears in the 2005 Proxy  Statement and
is hereby incorporated by reference.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information  required by this item appears in the 2005 Proxy  Statement and
is hereby incorporated by reference.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information  required by this item appears in the 2005 Proxy  Statement and
is hereby incorporated by reference.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Information  required by this item appears in the 2005 Proxy  Statement and
is hereby incorporated by reference.

<PAGE>

                                     PART IV


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1&2) Financial Statements and Financial Statement Schedules

Index to Financial Statements:

          The following Consolidated Financial Statements included in the Annual
          Report are hereby incorporated by reference to Item 8:

          Consolidated  Statements  of Operations - For Fiscal Years Ended March
          1, 2003, February 28, 2004 and February 26, 2005.

          Consolidated Balance Sheets February 28, 2004 and February 26, 2005.

          Consolidated  Statements of Cash Flows For Fiscal Years Ended March 1,
          2003, February 28, 2004 and February 26, 2005.

          Consolidated  Statements  of  Stockholders'  Equity and  Comprehensive
          Income For Fiscal  Years  Ended March 1, 2003,  February  28, 2004 and
          February 26, 2005.

          Notes to Consolidated Financial Statements.



Index to Independent Registered Public Accounting
Firm's Report and Financial Statement Schedules

                                                                        Page No.


        Schedule I -- Valuation and Qualifying Accounts -
        For Fiscal Years Ended March 1, 2003, February 28, 2004
        and February 26, 2005 ............................................S-1

        Schedules other than those listed above are omitted because
        they are either not required or not applicable or the required
        information is shown in the Consolidated Financial Statements
        or Notes thereto.

<PAGE>

(3) Listing of Exhibits

     3.1  - Restated  Certificate of Incorporation of the Company  (Incorporated
          by reference to Exhibit 3.1 to the Company's  Report on Form 8-K dated
          December 2, 1991 SEC File Number 000-15817).

     3.2  - Restated  By-laws  of the  Company  (Incorporated  by  reference  to
          Exhibit 3.2 to the Company's Report on Form 8-K dated December 2, 1991
          SEC File Number 000-15817).

     10.1 - The Topps  Company,  Inc.  Executive  Officers'  Annual  Bonus  Plan
          (Incorporated  by reference to Exhibit 3.2 to the Company's  Report on
          Form 8-K dated April 12, 2005).

     10.2 - The Topps Company, Inc. Bonus Plan for Scott Silverstien,  effective
          August 4, 2004  (Incorporated  by  reference  to Exhibit  10-23 to the
          Company  Quarterly  Report for the quarter  ended  August 28, 2004 SEC
          File Number 000-15817)

     10.3 - Retirement Plan and Trust as amended and restated effective February
          28, 1993  (Incorporated by reference to the Company's Annual Report on
          Form 10-K for the fiscal year ended  February 26, 1994 SEC File Number
          000-15817).

     10.4 - Supplemental  Pension Agreement with Arthur T. Shorin  (Incorporated
          by reference to Exhibit 10.16 to the Company's  Registration Statement
          on Form S-1(No. 33-130821)).

     10.5 - Amendment to  Supplemental  Pension  Agreement with Arthur T. Shorin
          dated May 18, 1994  (Incorporated by reference to the Company's Annual
          Report on Form 10-K for the fiscal  year ended  February  25, 1995 SEC
          File Number 000-15817).

     10.6 - License  Agreement  and Letter  Amendment  thereto with Major League
          Baseball Promotion  Corporation  (Incorporated by reference to Exhibit
          10.12 to the Company's  Annual Report on Form 10-K for the fiscal year
          ended March 2, 1991 SEC File Number 000-15817).

     10.7 - Letter Amendment  effective January 1, 2001 to the License Agreement
          dated  January  1, 1969 and  Letter  Amendments  thereto  between  the
          Company and Major League Baseball Properties,  Inc. Portions have been
          redacted  subject  to  an  application  to  the  Securities   Exchange
          Commission for confidential  treatment.  (Incorporated by reference to
          Exhibit 10.1 to the Company's  Quarterly  Report for the quarter ended
          November 29, 2003.)

<PAGE>

Index to Exhibits (continued)

     10.8 - Stock  Option  Agreement  with Arthur T. Shorin dated March 29, 1995
          (Incorporated  by reference to Exhibit 10.12 to the  Company's  Annual
          Report on Form 10-K for the fiscal  year ended  February  25, 1995 SEC
          File Number 000-15817).

     10.9 - Agreement of Lease with One  Whitehall  Company  dated  February 24,
          1994 (Incorporated by reference to the Company's Annual Report on Form
          10-K for the  fiscal  year ended  February  26,  1994 SEC File  Number
          000-15817).

     10.10- Amendment and  Restatement of the 1994  Non-Employee  Director Stock
          Option Plan.  (Incorporated  by reference to the Company's  1998 Proxy
          Statement filed on May 28, 1998 SEC File Number 000-15817).

     10.11- Corporate  Guaranty  in favor of the Bank of Scotland  (Incorporated
          by reference to the  Company's  Quarterly  Report on Form 10-Q for the
          quarter ended November 25, 1995 SEC File Number 000-15817).

     10.12- 1996 Stock Option Plan and form of agreement  pursuant to 1996 Stock
          Option Plan. (Incorporated by reference to the Company's Annual Report
          on Form 10-K for the fiscal  year ended  March 2, 1996 SEC File Number
          000-15817).

     10.13- Amended and Restated  Manufacturing  Agreement  with  Hershey  Foods
          Corporation,  dated March 13, 1998.  (Incorporated by reference to the
          Company's  Quarterly  Report on Form 10-Q for the quarter ended August
          29, 1998).

     10.14- Credit  Agreement,  dated  September  7,  2004,  between  The  Topps
          Company,  Inc. and The JPMorganChase Bank.  (Incorporated by reference
          to the  Company's  Quarterly  Report on Form 10-Q for the period  year
          ended August 28, 2004).

     10.15-  2001  Stock  Incentive  Plan  (Incorporated  by  reference  to  the
          Company's  Annual  Report on Form 10-K for the fiscal year ended March
          2, 2002).

     10.16-  Memorandum  of  Agreement  between  the  Company  and Major  League
          Baseball Players'  Association dated January 6, 2003  (Incorporated by
          reference to the  Company's  Annual Report on Form 10-K for the fiscal
          year ended March 1, 2003).
<PAGE>

Index to Exhibits (continued)

     10.17-  Amended  and  Restated  Employment   Agreement  (the  "Agreement"),
          effective  as of the 1st day of June,  2001,  by and between The Topps
          Company,  Inc., a Delaware corporation (the "Company"),  and Arthur T.
          Shorin,  a resident  of New York (the  "Executive")  (Incorporated  by
          reference to the  Company's  Annual Report on Form 10-K for the fiscal
          year ended March 1, 2003).


     10.18- Employment Agreement,  dated as of July 9, 2003 between WizKids. LLC
          and Jordan K. Weisman.  (Incorporated  by reference to Exhibit 10.1 to
          the Company's Form 10-Q filed November 29, 2003).

     10.19-  First  Amendment,  effective  August  1,  2003,  to the  Employment
          Agreement, dated as of July 9, 2003 between WizKids. LLC and Jordan K.
          Weisman.  (Incorporated  by reference to Exhibit 10.1 to the Company's
          Form 10-Q filed November 29, 2003).

     10.20- Second  Amendment,  effective  October  1, 2003,  to the  Employment
          Agreement, dated as of July 9, 2003 between WizKids. LLC and Jordan K.
          Weisman.  (Incorporated  by reference to Exhibit 10.1 to the Company's
          Form 8-K filed July 24, 2003).

     10.21- Preferability  Letter from Deloitte & Touche regarding the change in
          the  measurement  date for  impairment of goodwill.  (Incorporated  by
          reference to the  Company's  Annual Report on Form 10-K for the fiscal
          year ended February 28, 2004 SEC File Number 000-15817).

     10.22- First  Amendment,  effective  October  11,  2004 to the  Amended and
          Restated Employment Agreement , by and between The Topps Company, Inc.
          and  Arthur T.  Shorin in which he  consented  to remove  the title of
          President  of  the  Corporation.  (Incorporated  by  reference  to the
          Company's Form 10-Q filed November 27, 2004).

     10.23-  License   Agreement  between  Topps  Europe  Ltd.,  a  wholly-owned
          subsidiary of The Topps Company,  Inc.,  and The Football  Association
          Premier  League  Ltd.  Dated  September  30,  2003   (Incorporated  by
          reference to Exhibit 10.25 of the Company's  Quarterly  Report on Form
          10-Q for the period year ended August 28, 2004).

     10.24- The Topps Company,  Inc. Executive Severance Plan, effective July 1,
          2004*

     13   Annual Report (except for those portions specifically  incorporated by
          reference, the 2005 Annual Report to Stockholders is furnished for the
          information  of the  Commission and is not to be deemed "filed as part
          of this filing").*

     21   Significant  subsidiaries of the Company (Incorporated by reference in
          the Annual Report to Stockholders).

     23   Deloitte Consent

<PAGE>

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

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

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

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

*filed herewith

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.


Dated:  May 12, 2005                            THE TOPPS COMPANY, INC.
                                                -----------------------
                                                       Registrant



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


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report has been signed on the 12th day of May 2005 by the  following  persons on
behalf of the Registrant and in the capacities indicated.

        /s/Arthur T. Shorin                    /s/Catherine K. Jessup
        -------------------                    ----------------------
          Arthur T. Shorin                       Catherine K. Jessup
    Chairman and Chief Executive          Vice President-Chief Financial Officer
              Officer                     and Treasurer (Principal Financial
  (Principal Executive Officer)                  Accounting Officer)


          /s/Allan A. Feder                       /s/David Mauer
          -----------------                       --------------
           Allan A. Feder                           David Mauer
             Director                                 Director


       /s/Stephen D. Greenberg                 /s/Jack H. Nusbaum
       -----------------------                 ------------------
         Stephen D. Greenberg                    Jack H. Nusbaum
              Director                               Director


          /s/Ann Kirschner                      /s/Richard Tarlow
          ----------------                      -----------------
           Ann Kirschner                          Richard Tarlow
             Director                                Director


          /s/Edward Miller                      /s/Stanley Tulchin
          ----------------                      ------------------
           Edward Miller                          Stanley Tulchin
             Director                                Director


<PAGE>


<TABLE>
<CAPTION>
VALUATION AND QUALIFYING ACCOUNTS -- Years Ended Mar 1, 2003, February 28, 2004,
and February 26, 2005


                                         THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                                        SCHEDULE I - VALUATION AND QUALIFYING ACCOUNTS
                                                    (Amounts in thousands)

             Column A                   Column B           Column C           Column D       Column E
---------------------------------     ------------   ---------------------  ------------  -------------
                                        Balance      Charged to    Charged                    Balance
                                      at Beginning   Costs and     Against     Additions      At End
            Description                of Period      Expenses      Sales    (Deductions)    of Period
            -----------               ------------   ----------  ---------   -------------  ------------
<S>                                     <C>           <C>        <C>           <C>            <C>
Year Ended March 1, 2003:
------------------------
  Accumulated Amortization of Sports,
   Entertainment and Proprietary
   Products                             $ 36,363      $  --       $   --       $(36,363)(g)   $   --
  Accumulated Amortization of Other
   Intangible Assets                      12,419        1,160         --         18,090 (g)   $ 31,669
                                        --------      -------     --------     ---------      --------
                                        $ 48,782      $ 1,160     $   --       $(18,273)      $ 31,669
                                        ========      =======     ========     =========      ========
   Reserve for Estimated Returns        $ 15,875      $  --       $ 22,413     $(21,845)(b)   $ 16,443
                                        ========      =======     ========     =========      ========
   Reserve for Doubtful Accounts        $  1,234      $   456     $   --       $   ( 88)(c)   $  1,602
                                        ========      =======     ========     =========      ========
   Reserve for Cash Discounts           $    415      $  --       $  4,660     $ (4,110)(d)   $    965
                                        ========      =======     ========     =========      ========
   Reserve for Customer Deductions      $    --       $   528     $    --      $     -- (e)   $    528
                                        ========      =======     ========     =========      ========
   Reserve for Obsolete Inventory       $  4,525      $ 3,298     $   --       $ (4,296)(f)   $  3,527
                                        ========      =======     ========     =========      ========
======================================================================================================

Year Ended February 28, 2004:
-----------------------------
  Accumulated Amortization of Other
   Intangible Assets                    $ 31,669      $ 2,333     $   --       $   (762)(a)   $ 33,240
                                        ========      =======     ========     =========      ========
   Reserve for Estimated Returns        $ 16,443      $  --       $ 17,404     $(14,331)(b)   $ 19,516
                                        ========      =======     ========     =========      ========
   Reserve for Doubtful Accounts        $  1,602      $  (143)    $   --       $   (810)(c)   $    649
                                        ========      =======     ========     =========      ========
   Reserve for Cash Discounts           $    965         --       $  3,882     $ (3,410)(d)   $  1,437
                                        ========      =======     ========     =========      ========
   Reserve for Customer Deductions      $    528      $ 1,132     $   --       $   (528)(e)   $  1,132
                                        ========      =======     ========     =========      ========
   Reserve for Obsolete Inventory       $  3,527      $ 7,462     $   --       $ (3,874)(f)   $  7,115
                                        ========      =======     ========     =========      ========
======================================================================================================

Year Ended February 26, 2005:
-----------------------------
  Accumulated Amortization of Other
   Intangible Assets                    $ 33,240      $ 1,797     $   --       $   --         $ 35,037
                                        ========      =======     ========     =========      ========
   Reserve for Estimated Returns        $ 19,516      $  --       $ 22,020     $(20,712)(b)   $ 20,824
                                        ========      =======     ========     =========      ========
   Reserve for Doubtful Accounts        $    649      $ (110)     $   --       $   (276)(c)   $    263
                                        ========      =======     ========     =========      ========
   Reserve for Cash Discounts           $  1,437      $  --       $  4,692     $ (4,685)(d)   $  1,444
                                        ========      =======     ========     =========      ========
   Reserve for Customer Deductions      $  1,132      $  --       $    883     $ (1,132)(e)   $    883
                                        ========      =======     ========     =========      ========
   Reserve for Obsolete Inventory       $  7,115      $ 4,917     $   --       $ (7,741)(f)   $  4,291
                                        ========      =======     ========     =========      ========
======================================================================================================

</TABLE>
a) Write-off of thePit.com marketing agreement.
b) Returns charged against provision, net of recoveries.
c) Bad debt write-offs
d) Early payment discounts taken by customers.
e) Pricing allowance and slotting credits issued to customers.
f) Disposals, net of recoveries.
g) Reclassifed (to)/from goodwill accumulated amotization
     in accordance with FAS 142.




                                       S-1