________________________________________________________________________________

                                  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 28, 2004


                                       OR

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

                         Commission file number 0-15817

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

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


        One Whitehall Street, New York, NY                     10004
     (Address of principal executive offices)                (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 pursuant to Item
405 of regulation 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 [ ].

     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 $362,188,000.

     The  number of  outstanding  shares  of Common  Stock as of May 4, 2004 was
40,605,981.


                Documents incorporated by reference                     Part
                -----------------------------------                     ----

Annual Report to Stockholders for the Year Ended February 28, 2004     I,II,IV
Proxy Statement for the 2004 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.

     Topps is a marketer of  premium-branded  confectionery  products  including
lollipops  such as Ring  Pop,  Push Pop and Baby  Bottle  Pop,  chewy  products,
specifically  Juicy  Drop Chews and Juicy  Bugs,  Bazooka  brand  bubble gum and
certain licensed candy items. The Company also markets collectible entertainment
products  including  trading  cards  and  sticker  album  collections  featuring
professional   athletes  and  popular  television,   movie  and  other  licensed
characters, and 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
name, Merlin changed its corporate name to Topps Europe Ltd. ("Topps Europe") in
March 1997. In August 2001, the Company acquired thePit.com, Inc. which operates
an  Internet-based  sports card  exchange.  In July 2003,  the Company  acquired
WizKids, LLC ("WizKids"), a designer and marketer of collectible strategy games.

     The Company,  which is headquartered in New York, N.Y., 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  lollipops  and other  non-chocolate
confectionery products throughout the United States, Canada, Europe and parts of
Asia, Latin America,  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 fruit-flavored powder or candy juice and topped with a candy nipple)
and Juicy Drop Pop (a lollipop  with a separate  container  of candy juice to be
squirted onto the pop.)


================================================================================
Trademarks of The Topps Company, Inc. and subsidiaries appearing in this report:
Baby Bottle Pop, Bazooka,  Bazooka Joe, Big Mouth Candy Spray,  Bowman,  etopps,
etopps.com,  Garbage Pail Kids,  Juicy Bugs,  Juicy Drop Chews,  Juicy Drop Pop,
Mars Attacks, 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 has marketed  Bazooka brand bubble gum since 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 which are designed for distribution across
all major trade channels.

     Licensed  confectionery  products have included containers  replicating the
Pokemon ball with candy and a decorated Pokemon figure inside as well as Pokemon
lollipops.  Sales of Pokemon  confectionery  products  began in fiscal  2000 and
peaked  in  2001.  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 certain products 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.  Near term, the Company expects to place greater emphasis
on new  products  as a source of growth and will  direct its focus  accordingly.
Overseas,  the primary  emphasis  is on  delivering  innovative  products to the
marketplace and securing new listings in key retailers.  In 2004,  confectionery
distribution  in Europe  was  expanded  to include  Co-op and Norgen  Gruppen in
Norway, ICA and Co-op in Sweden,  Intermarche in France, and a number of grocery
retailers in Germany.

     In fiscal 2004, the Company realized a key strategic objective by expanding
its product line beyond  lollipops  and bubble gum to include  Juicy Drop Chews,
Juicy Bugs (chewy  candies with gel  centers) and Big Mouth Candy Spray  (liquid
candy in a spray  container).  In  addition,  Juicy Drop Pop was  introduced  in
fiscal 2004.



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 the WizKids line of  collectible  strategy games acquired in July
2003.

     In the U.S. and Canada,  publishing products are generally sold in the form
of  picture  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   which  may  include  player  and  team   statistics,
biographical  material and, in certain  instances,  pieces of memorabilia and/or
players'  autographs.  Sports card products feature  professional sports figures
from Major League Baseball,  NFL Football,  NBA Basketball and NHL Hockey, while
sports sticker album products feature European Football (soccer) players. In the
U.K.  these  collections  feature  players of the English  Premier  League.  The
Company  also  markets  bubble  gum with mini  stickers  and  associated  albums
featuring Italy's professional soccer league (Calcio).  Additionally,  in fiscal
2003 the Company marketed  sticker album products  associated with the World Cup
soccer  tournament,  which  occurs every four years,  and is  presently  selling
products featuring European Cup players in fiscal 2005.

<PAGE>

     The Company  distributes  sports card products in North America under brand
names  including  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 its sticker album collections under the Merlin and Topps brands.

     The Company has marketed various 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, E.T.:
The Extra-Terrestrial,  Hopalong Cassidy,  Batman, Teenage Mutant Ninja Turtles,
Jurassic Park, Pokemon and Yu-Gi-Oh!. During the fiscal 2000 to 2003 period, the
Company distributed Pokemon products in over 44 countries and 25 languages. From
time to time,  the  Company  has also  marketed  cards  and  stickers  featuring
self-created  entertainment properties such as Wacky Packages, Garbage Pail Kids
and Mars Attacks.

     In fiscal 2004, the Company marketed licensed  non-sports  trading card and
sticker  album  products  featuring  The Lord of the Rings:  Return of the King,
Hamtaro,  Yu-Gi-Oh!   (sticker  albums  only),  SpongeBob  SquarePants,   Marvel
characters  and Pokemon.  The Company also  re-introduced  a new line of Garbage
Pail Kids  stickers  and will  market a new line of Wacky  Packages  stickers in
fiscal 2005. Over the years, entertainment cards and sticker album products have
experienced peaks and valleys in terms of consumer interest,  which has prompted
the Company to be highly selective in determining which  entertainment  licenses
to pursue.

     All card and sticker album products are of high quality, showcasing various
technologies and  state-of-the-art  reproduction  techniques.  Cards may include
printing  features such as foil stamping,  film  lamination,  autographs  and/or
small pieces of memorabilia.  The Company is continuously  updating the features
of its cards and sticker  album  products  and  seeking  new ideas and  printing
technologies. Card prices generally range from a suggested retail price of $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 the consumer at a suggested  retail price of
$100 or more.

     In August 2001, the Company  acquired  thePit.com for $5.7 million in cash.
ThePit.com  makes a market in certain sports cards and provides a means by which
collectors can buy and sell cards in real time over the Internet.

     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 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 the ToppsVault.com.

<PAGE>

     In July 2003,  the Company  acquired  WizKids for a cash purchase  price of
approximately $28.4 million. WizKids,  headquartered in Bellevue, Washington, is
a designer and marketer of  collectible  strategy  games.  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  February,   the  Company
introduced SportsClix, a strategy game featuring Major League Baseball players.

     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  5 of the  Company's  Annual  Report  to
Stockholders for the year ended February 28, 2004 (the "Annual  Report"),  which
is hereby incorporated by reference.



                           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 a nationwide network of broker organizations  managed by
Topps employees.  Topps Confectionery products reach 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
approximately  1,700 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.   These  wholesalers  reach  approximately  30,000  retail  news  and
confectionery outlets.

     WizKids'  products are sold  primarily to gaming  stores via  distributors.
Post  acquisition,  Topps sales  force has  assisted  WizKids in  reaching  mass
retailers.  WizKids  uses a network  of 4,000  volunteers  to run  approximately
10,000 in-store tournaments a month for its customers.

<PAGE>

Advertising and Promotion

     The Company utilizes a variety of marketing vehicles, 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 $23,820,000 in fiscal 2004,  $20,145,000 in
fiscal 2003 and $18,790,000 in fiscal 2002.

     Approximately 75% of the Company's fiscal 2004 sales, and approximately 80%
of both fiscal 2003 and 2002 sales,  were made on a returnable  basis.  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
return  provisions  net of reversals as a percentage of net sales for the fiscal
years ended 2004, 2003 and 2002 were 5.9%, 7.7%, and 4.9%, respectively. Returns
significantly  in excess of the Company's  returns reserve could have a material
adverse effect on the Company.



                                   PRODUCTION

Confectionery

     Ring Pop  lollipops  for  sale in North  America  are  manufactured  at the
Company's  Scranton,  Pennsylvania  factory.  Ring  Pop  lollipops  for  sale in
international markets as well as all Push Pops, Baby Bottle 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.  Juicy Drop Chews
and Juicy Bugs are  manufactured by single  independent  suppliers in Brazil and
England, respectively. 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.

     Bazooka  bubble gum is produced by the Hershey  Foods  Corporation  under a
contract that is renewed  annually for a five-year term. This contract  requires
the Company to source certain of its U.S. Bazooka production needs from Hershey,
provided  it can  fulfill  the orders on a timely  basis.  Failure by Hershey to
supply the  Company 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  freelance
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.

<PAGE>

     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 delivered to contract
packers  where they are cut into  individual  cards,  collated  and wrapped in a
variety of package configurations.

     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.

     Collectible  miniature strategy games are manufactured by a single supplier
in China.  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.

     Raw  materials  for  confectionery   products  and  paperboard,   packaging
materials,  foil  stamping  and UV coating for cards,  among other  things,  are
required  to  manufacture  the  Company's  total  line  of   confectionery   and
entertainment  products and are generally available to the Company.  The Company
relies on single  producers  for  several  of these  ingredients  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 or their players'
associations,  as  well  as the  licensing  bodies  of the  professional  sports
leagues. These agreements cover the following sports: Major League Baseball, NBA
Basketball,  NFL Football and NHL Hockey.  The Company also has a contract  with
Premier  League  Soccer in England  and with  players  and teams with  regard to
soccer in Italy.  Given the possibility of labor disruption in hockey during the
2004 season,  the Company does not intend to renew its NHL hockey agreement when
it expires in June 2004. The absence of hockey  products is not expected to have
a material adverse effect on the Company's sales or earnings in fiscal 2005. The
Company's  inability to renew, or continue to operate under licenses relating to
Major League Baseball or U.K.  Premier League soccer,  and its ability to market
products in these sports, could have a material adverse effect on the Company.

<PAGE>

     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.  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.

     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 2004, 2003 and 2002
was $23,912,000,  $25,344,000 and $25,669,000 respectively. See Note 22 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. Licensees include manufacturers of apparel, childrens' cosmetics,
footwear and collectibles.



                                   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 seasonally  stronger in
the first  two  fiscal  quarters  of each  year,  but are also  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 and span the four major sports
seasons in which the Company currently participates,  i.e., baseball,  football,
basketball and hockey. Topps Europe's sales of sports sticker album products are
driven largely by shipments of Premier League Soccer products,  with much of the
sales activity  occurring in December through April.  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.

<PAGE>

                         DEPENDENCE ON CERTAIN CUSTOMERS

     The Company has one  customer,  McLane  Distribution  Services,  Inc.  that
accounted for  approximately  10% of consolidated net sales in fiscal 2004. This
customer  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  500 people in fiscal 2004, 70 of which
were added as a result of the acquisition of WizKids.

     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.

<PAGE>

                              CAUTIONARY STATEMENTS

     In connection with the "safe harbor"  provisions of the Private  Securities
Litigation  Reform Act of 1995 (the "Reform Act"),  the Company is hereby filing
cautionary  statements  identifying  important  factors  that could cause actual
results  to  differ  materially  from  those  projected  in any  forward-looking
statements  of the Company made by or on behalf of the Company,  whether oral or
written.  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:

     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 Company  believes  that 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  confectionery  products.  The  inability  of the Company to
produce planned  confectionery  products could  materially  adversely affect its
future plans and results.

     4. Returns.  Approximately 75% of the Company's fiscal 2004 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. Internet.  The Company is continuing to invest in an Internet  strategy.
There is no guarantee that the strategy will be  successful.  The failure of the
Company's  Internet  business  to  achieve  expected  levels  of  success  could
materially adversely affect the Company's future plans and results.

     8. 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.

     9. 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
July 1, 2004  ("2004  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 52 years of age.

Edward P. Camp          Vice President of the Company since April 1997 and
                        President-Hobby Division since October 1995.  Mr. Camp
                        held a number of sales-related positions within the
                        Company prior thereto.  Mr. Camp is 57 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 49 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 67 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 50
                        years of age.

Warren Friss            Vice President-Internet Business and General Counsel
                        since June 2001.  Mr. Friss has been General Counsel of
                        the Company since February 2000.  Mr. Friss joined the
                        Company as Deputy General Counsel in May 1995. Mr. Friss
                        is 40 years of age.

Catherine K. Jessup     Vice President-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
                        48 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 55 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 47 years of age.

Scott Silverstein       Executive Vice President of the Company since February
                        2000.  Previously, Mr. Silverstein ran the Pokemon
                        business for Topps since 1999 and was the 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, Chief Executive Officer
                        and President.  Mr. Silverstein is 42 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

</TABLE>

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


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

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

     In  November  2000,  the  Commission  of  the  European   Communities  (the
"Commission")  began an investigation  into whether Topps Europe's  distribution
arrangements  for its  licensed  products  comply  with  European  law  (the "EU
investigation").  The  Commission  was seeking  information  as to whether Topps
Europe has engaged in the prevention of parallel trade between the member states
of the European Union and/or European  Economic Area, in infringement of Article
81 of the EC Treaty  and/or  Article 54 of the EEA Treaty.  Topps Europe filed a
response to the Commission's  inquiry on November 29, 2000, and provided further
information to the Commission on February 2, 2001, pursuant to its request.  The
Commission  continued its investigation by submitting new requests for documents
and  information in early 2003. On June 17, 2003, the Commission  took the first
formal step in the  investigation  and filed a Statement of Objections,  therein
coming to a  preliminary  conclusion  that Topps and its  European  subsidiaries
infringed  Article 81 of the EC treaty during 2000.  Topps and Topps Europe each
formally  responded to the Statement of Objections and a hearing in front of the
European  Commission  Tribunal took place on October 23, 2003. On April 2, 2004,
the Commission  requested  further  information from Topps Europe regarding both
Topps Europe and The Topps Company,  Inc. If the Commission  were to levy a fine
that is ultimately  upheld,  it could be substantial.  The maximum amount of the
fine that  could be  levied  against  Topps  and  Topps  Europe is 10% of annual
revenues.

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

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

     Discovery in the case  commenced  September  29,  2003.  On March 17, 2004,
Topps filed a motion for summary  judgment  based on  noninfringement  while the
other defendants filed a motion for summary judgment based on patent  invalidity
because  of prior art.  The trial is now  scheduled  for  February  of 2005.  An
adverse  outcome in the litigation  could result in a substantial  liability for
the Company.

     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 financial condition 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 28, 2004.

<PAGE>


                                     PART II


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

     Reference  is made to the data  appearing  on page 37 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 of the 2004 Proxy.


ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

     Reference  is made to the data  appearing  on page 38 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 6 through 12 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 11 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 13 through 36 and to the
Report of  Independent  Public  Accountants  appearing  on page 37 of the Annual
Report which are hereby incorporated by reference.


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

         None.

<PAGE>

ITEM 9a. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

     Our management,  with the  participation of our Chief Executive Officer and
Chief  Financial  Officer,  has evaluated the  effectiveness  of our  disclosure
controls  and  procedures  (as such term is  defined  in Rules  13(a)-15(e)  and
15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) as of the end of the period covered by this 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.


(b) Changes in internal controls.

     There have not been any  changes in our  internal  control  over  financial
reporting (as such term is defined in Rules  13(a)-15(f) and  15(d)-15(f)  under
the Exchange  Act) during the 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.

<PAGE>


                                    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 2004 Proxy
Statement and is hereby incorporated by reference.

     The Company has adopted a Code of Business  Conduct and Ethics that applies
to its  directors  and  executive  officers as well as to all  employees  of the
Company.  The Code of Business Conduct and Ethics is available free of charge on
our website.  Amendments to the Code of Business Conduct and Ethics or any grant
of a waiver from a provision of the Code of Ethics  requiring  disclosure  under
applicable SEC rules will also be disclosed on the Company's website.


ITEM 11. EXECUTIVE COMPENSATION

     Information  required by this item appears in the 2004 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 2004 Proxy  Statement and
is hereby incorporated by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information  required by this item appears in the 2004 Proxy  Statement and
is hereby incorporated by reference.


ITEM 14. PRINCIPLE ACCOUNTANT FEES AND SERVICES

     Information  required by this item appears in the 2004 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  February 28,
2004, March 1, 2003, and March 2, 2002.

Consolidated Balance Sheets -- February 28, 2004 and March 1, 2003.

Consolidated  Statements of Cash Flows For Fiscal Years Ended February 28, 2004,
March 1, 2003, and March 2, 2002.

Consolidated  Statements of Stockholders' Equity For Fiscal Years Ended February
28, 2004, March 1, 2003, and March 2, 2002.

Notes to Consolidated Financial Statements.

Report of Independent Public Accountants.



Index to Independent Public Accountants' Report
and Financial Statement Schedules
                                                                        Page No.

Report of Independent Public Accountants ................................ S-1

Schedule VIII -- Valuation and Qualifying Accounts For Fiscal
Years Ended February 28, 2004, March 1, 2003, and March 2, 2002 ......... S-2

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

     2.1  Agreement  and Plan of merger  dated June 23, 2003 for the purchase of
          Wizkids,  LLC  (Incorporated  by  reference  to  Exhibit  2.1  to  the
          Company's Report on Form 8-K dated July 24, 2003).

     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 *

     10.2 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)).

     10.3 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)).

     10.4 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)).

     10.5 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)).

     10.6 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.)

     10.7 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)).

<PAGE>


     10.8 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)).

     10.9 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)).

     10.10 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)).

     10.11 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)).

     10.12 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).

     10.13 Credit Agreement, dated June 26, 2000, among The Topps Company, Inc.,
           The Chase  Manhattan  Bank, and LaSalle  Bank  National  Association.
           (Incorporated  by reference  to the Company's  Annual  Report on Form
           10-K for the fiscal year ended March 3, 2001).

     10.14 Amendment  Number One  to  Credit  Agreement  dated  June  26,  2000.
           (Incorporated  by reference to the Company's Quarterly Report on Form
           10-Q for the fiscal year ended March 3, 2001).

     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).

     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).

<PAGE>


Index to Exhibits (continued)


     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 the goodwill impairment test.*

     13   Annual Report (Except for those portions specifically  incorporated by
          reference, the 2004 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).

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

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

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

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


*filed herewith

<PAGE>

     (b) Reports on Form 8-K


     1.   Form 8-K,  dated  April 6, 2004,  with press  release,  dated April 6,
          2004, reporting the Company's fiscal 2004 fourth quarter and full year
          financial results.

     2.   Form 8-K dated,  April 7, 2004,  with press  release,  dated  April 8,
          2004, reporting the Company's fourth quarter dividend declaration.

<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                  ON CONSOLIDATED FINANCIAL STATEMENT SCHEDULE



Report of Independent Public Accountants
The Topps Company, Inc.


We have  audited  the  accompanying  consolidated  balance  sheets  of The Topps
Company,  Inc. and  Subsidiaries  as of February 28, 2004 and March 1, 2003, and
the related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended February 28, 2004 and have
issued  our  report  therein  dated May 6,  2004;  such  consolidated  financial
statements  and report are included in your 2004 Annual  Report to  Stockholders
and  are  incorporated  herein  by  reference.  Our  audits  also  included  the
consolidated  financial  statement  schedule  of The  Topps  Company,  Inc.  and
Subsidiaries  listed in Item 15. This consolidated  financial statement schedule
is the  responsibility  of the Company's  management.  Our  responsibility is to
express an opinion on the financial  statement  schedule based on our audits. In
our opinion, such consolidated financial statement schedule,  when considered in
relation to the basic financial statements taken as a whole,  presents fairly in
all material respects the information set forth therein.



                                             /s/Deloitte & Touche LLP
                                             -------------------------
                                                Deloitte & Touche LLP
                                                New York, New York
                                                May 4, 2004





                                       S-1

<PAGE>

                        VALUATION AND QUALIFYING ACCOUNTS
                    Years Ended March 2, 2002, March 1, 2003,
                              and February 28, 2004


                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                SCHEDULE VIII. VALUATION AND QUALIFYING ACCOUNTS
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                     Charged to   Charged
                                         Beginning   Costs and    Against      Additions/      Ending
        Description                       Balance     Expenses     Sales      (Deductions)     Balance
=======================================================================================================
<S>                                     <C>          <C>          <C>          <C>             <C>
Year Ended February 28, 2004
----------------------------
  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         $  1,311     $   (143)    $     -      $   (519)(c)    $    649
                                        ========     ========     ========     =========       ========
  Reserve for Cash Discounts            $    965     $     -      $  3,882     $ (3,410)(d)    $    965
                                        ========     ========     ========     =========       ========
  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 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
                                        --------     --------     --------     ---------       --------
      Total                             $ 48,782     $  1,160     $     -      $     -         $ 31,669
                                        ========     ========     ========     =========       ========
  Reserve for Estimated Returns         $ 15,875     $     -      $ 22,413     $(21,845)(b)    $ 16,443
                                        ========     ========     ========     =========       ========
  Reserve for Doubtful Accounts         $  1,234     $    456     $     -      $    (88)(c)    $  1,311
                                        ========     ========     ========     =========       ========
  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 March 2, 2002
------------------------
  Accumulated Amortization of Sports,
    Entertainment and Proprietary
    Products                            $ 34,466     $  1,898     $     -      $     -         $ 36,363
  Accumulated Amortization of Other
    Intangible Assets                   $ 11,464     $    955     $     -      $     -         $ 12,419
                                        --------     --------     --------     ---------       --------
      Total                             $ 45,930     $  2,852     $     -      $     -         $ 48,782
                                        ========     ========     ========     =========       ========
  Reserve for Estimated Returns         $ 24,296     $     -      $ 14,729     $(23,150)(b)    $ 15,875
                                        ========     ========     ========     =========       ========
  Reserve for Doubtful Accounts         $  1,618     $   (224)    $     -      $   (160)(c)    $  1,234
                                        ========     ========     ========     =========       ========
  Reserve for Cash Discounts            $    458     $     -      $  3,513     $ (3,556)(d)    $    415
                                        ========     ========     ========     =========       ========
  Reserve for Obsolete Inventory        $  5,069     $  3,538     $     -      $ (4,082)(f)    $  4,525
                                        ========     ========     ========     =========       ========
=======================================================================================================
</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) Reclassified (to)/from goodwill accumulated amortization
     in accordance with FAS 142


                                       S-2

<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 13, 2004
                                                THE TOPPS COMPANY, INC.
                                                -----------------------
                                                       Registrant



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


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report has been signed on the 15th day of May 2004 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, Chief Executive            Vice President-Chief Financial Officer
      Officer and President                   (Principal Financial and
  (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>

EXHIBIT 10.1:  EXECUTIVE OFFICERS' ANNUAL BONUS PLAN

     A fiscal 2005 Executive Officers Incentive Bonus Plan has been established,
with  payments  to be made after the close of fiscal  2005.  Executive  Officers
become   eligible   for  bonus   payments   only  upon  the  Company   achieving
pre-established   figures  for  Consolidated  Operating  Profit  (income  before
interest,  taxes,  depreciation  and  amortization)  and/or the  achievement  of
certain  pre-determined   strategic  objectives.   Depending  on  the  Company's
performance  against these  pre-established  earnings and  strategic  targets in
2005,  each  Executive  Officer  will be eligible to receive a maximum of 60% of
base salary as a bonus.

<PAGE>

EXHIBIT 10.2:  PREFERABILITY LETTER FROM DELOITTE & TOUCHE

     We have audited the consolidated financial statements of the Topps Company,
Inc. and subsidiaries as of February 28, 2004 and March 1, 2003, and for each of
the three years in the period ended  February 28, 2004,  included in your Annual
Report to the  Securities  Exchange  Commission on Form 10-K and have issued our
report therein dated May 4, 2004,  which  expresses an  unqualified  opinion and
includes  an  explanatory  paragraph  relating  to the change in the date of the
annual  impairment  test  of  goodwill.  Note 6 to such  consolidated  financial
statements  contained  a  description  of your  adoption  during  the year ended
February  28,  2004 of the change in the date of the annual  impairment  test of
goodwill. In our judgment, such change is to an alternative accounting principle
that is preferable under the circumstances.


                                              / Deloitte & Touche LLP /
                                              -------------------------
                                                Deloitte & Touche LLP
                                                New York, New York
                                                     May 4, 2004

<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 annual report on Form 10-K of The Topps  Company,
          Inc.;

     2.   Based on my knowledge,  this annual 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 annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  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 annual 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 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 annual report is being prepared;

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

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

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

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

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

Date: May 13, 2004
                                        /s/ Arthur T. Shorin
                                        -----------------------
                                            Arthur T. Shorin
                                   Chairman, Chief Executive Officer
                                             and President

<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 annul report on Form 10-K of The Topps  Company,
          Inc.;

     2.   Based on my knowledge,  this annual 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 annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  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 annual 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 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 annual report is being prepared;

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

          (c)  disclosed  in this annual  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.

May 13, 2004

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

<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 Annual Report of The Topps Company,  Inc. (the "Company")
on Form 10-K for the year ended  February 28, 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, as amended; 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


May 13, 2004

<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 Annual Report of The Topps Company,  Inc. (the "Company")
on Form 10-K for the year ended  February 28, 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, as amended; 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 and Chief
                                                      Financial Officer
May 13, 2004