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, 2000

                                       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. [ X ]

The aggregate market value of Common Stock held by  non-affiliates as of May 22,
2000 was approximately $387,000,000.

The  number  of  outstanding  shares  of  Common  Stock  as of May 22,  2000 was
45,373,233.


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

Annual Report to Stockholders for the Year Ended February 26, 2000    I,II,IV
Proxy Statement for the 2000 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 leading marketer of collectible sports and entertainment picture
products  featuring  professional  athletes  and,  from  time to  time,  popular
television,  movie and other entertainment characters. These collectible picture
products include trading cards, sticker/album collections,  tatoos,  comic books
and magazines.  The Company also markets premium-branded  lollipops such as Ring
Pop, Push Pop, and Baby Bottle Pop, Bazooka brand bubble gum and certain novelty
candy products.

     The  collectible  sports card  category in which the Company  competes  has
undergone a contraction  over a number of years.  In 1998,  the industry data on
which  the  Company  relied  was  discontinued,   leaving  a  void  in  accurate
information  regarding  industry  size and growth.  Despite the lack of industry
data, the Company believes that the sports card industry continued to decline in
1998 due to the  impact of the NBA  lockout  and the  liquidation  of one of the
Company's main competitors,  Pinnacle Brands. In 1999, the Company believes that
the industry stabilized.

     Topps has expanded its international  presence over the last five years. In
1995, the Company acquired Merlin Publishing International Limited, a U.K.-based
marketer of licensed collectibles,  primarily sticker/album  collections.  While
continuing to market  products  under the Merlin brand name,  Merlin  Publishing
International  Limited  changed its corporate name to Topps Europe Ltd.  ("Topps
Europe") in March 1997.  During  fiscal 1996 and 1997,  the Company  established
subsidiaries in Canada,  Mexico, Brazil and Argentina.  However, in fiscal 2001,
the Company  expects to convert  back to  exporting  directly to Mexico from the
U.S. The Company has also expanded its distribution of confectionery products in
the Far East,  particularly Japan. As of the end of fiscal 2000, the Company had
employees in seven countries and distributed its products in sixty countries.

================================================================================
Trademarks of The Topps Company, Inc. and Subsidiaries appearing in this report:
Baby Bottle Pop,  Bazooka,  Bazooka Joe, Bowman,  Bowman Chrome,  Bowman's Best,
Flip Pop, Garbage Pail Kids, Mars Attacks, Merlin, Popzoids, Push Pop, Ring Pop,
Topps,  Topps  Chrome,  Topps Finest,  Topps  Gallery,  Topps Gold Label,  Topps
Stadium Club, Treasure Pop, Triple Power Push Pop, and Wacky Packages.

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



                                       2

<PAGE>

                                    PRODUCTS

Collectible Sports Products
---------------------------

     The Company is a leading marketer of collectible picture products featuring
players of Major League  Baseball,  the  National  Basketball  Association,  the
National  Football League,  the National Hockey League and certain  professional
soccer leagues.  In the U.S. and Canada,  picture products are generally sold in
the form of cards, while in the rest of the world picture products are typically
sold in the form of sticker/album collections.

     Card  products   feature   photographs  of  athletes  and  contain  summary
statistics and biographical  material.  The Company markets sports picture cards
in various size packages,  as well as complete sets, for distribution  through a
variety of trade channels.

     The Company  distributes sports cards under brand names including,  but not
limited to, Topps,  Topps Stadium Club,  Topps Finest,  Topps  Gallery,  Bowman,
Bowman Chrome,  Bowman's Best, Topps Gold Label and Topps Chrome.  Each brand of
sports cards has its own unique  positioning in the  marketplace.  All cards are
high quality, showcasing various technologies and state-of-the-art  reproduction
techniques.  Cards may also include value-added  features such as foil stamping,
film lamination, autographs and genuine memorabilia. Prices generally range from
a  suggested  retail  price of $0.99 per pack to $5.00 per pack.  The Company is
continuously updating the features of its cards and seeking new technologies.

     Sports sticker/album collections, which are sold under the Merlin and Topps
brand names, are marketed throughout Europe and parts of Asia. Stickers are sold
in packages and display photos of popular local  athletes and sports teams.  The
stickers are designed so that they can be placed in an associated  album,  which
contains  more detailed  information  and  statistics  regarding the players and
teams.

     The Company has sports  licenses for Premier  League  Soccer in the U.K. as
well as soccer licenses in Italy and Denmark.


Entertainment Products
----------------------

     The Entertainment Products segment consists of trading cards, sticker/album
products and magazines  featuring licenses from popular films,  television shows
and other entertainment properties.

     Since the 1950's,  the Company has marketed trading cards featuring some of
the dominant entertainment  properties of the time, including The Beatles, Elvis
Presley, Star Wars, Michael Jackson, E.T.: The Extra-Terrestrial, Indiana Jones,
Batman,   Teenage  Mutant  Ninja   Turtles,   Jurassic  Park  and  The  X-Files.
Occasionally, the Company has also created cards featuring its own entertainment
properties such as Wacky Packages,  Garbage Pail Kids and Mars Attacks,  as well
as cards detailing events of national interest such as Desert Storm.

     Since  the  acquisition  of  Merlin  in 1995,  the  Company  has also  sold
collectible  entertainment products in the form of sticker/album  collections in
Europe and parts of Asia.


                                       3

<PAGE>

     Over the years,  entertainment  products have experienced peaks and valleys
in terms of consumer  interest.  This  volatility has prompted the Company to be
extremely  selective in determining which  entertainment  licenses to pursue. In
fiscal 2000, the Company  marketed only three new  entertainment  card and three
new sticker/album properties.

     During  fiscal 2000,  through an agreement  with  Nintendo of America,  the
Company  obtained the rights to develop and market  products  including  trading
cards,  sticker/album  products  and  lollipops,  featuring  the highly  popular
Pokemon characters. The Company began distributing Pokemon cards in the U.S. and
Canada  in  August  1999 and will  expand  upon its  domestic  product  line and
introduce  product into Europe,  Latin America and parts of Asia in fiscal 2001.
The Company also marketed both trading cards and sticker/album products based on
the Star Wars film, Episode I: The Phantom Menace in fiscal 2000.

     The Company has contracted  with Marvel  Entertainment  to publish  trading
cards and  sticker/albums  (as well as  confectionery  products)  based on their
comic book characters.  The first release, X-Men trading cards, is scheduled for
the summer of 2000 in  conjunction  with the opening of the X-Men motion picture
in the U.S.

     Over the years, the Company has also published  magazines based on subjects
of interest in the  entertainment  field.  In fiscal 2000,  the Company issued a
variety of Star Wars magazines.

     In the past, the Company has also created and marketed a limited  selection
of high-quality color comic books for distribution primarily in specialty shops.
Due to a  contraction  in the  market,  the  Company  suspended  its comic  book
publishing activities in fiscal 1999.

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

     The  Company  has been  marketing  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
created by the Company in 1953.

     The Company sells multiple  piece packs of Bazooka  which,  over the years,
have included a six-piece pack of soft sugarless  bubble gum, a ten-piece  pack,
forty-five and seventy-five count bags of traditional chunk Bazooka,  as well as
various box, bucket and canister configurations. These packages are designed for
distribution  in  supermarkets,  convenience  stores,  drug store  chains,  mass
merchandisers and club stores.

     The Company also markets  premium quality  lollipops  throughout the United
States,  Canada,  Europe  and parts of Latin  America  and Asia.  Core  products
include  Ring  Pop (a  lollipop  made  of  candy  molded  into  the  form  of an
exaggerated  precious  gem  stone,  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 now and save the rest
for  later)  and  Baby  Bottle  Pop  (a  miniature   baby  bottle   filled  with
fruit-flavored powder and topped with a candy nipple). Additionally, the Company
markets Flip Pop (a pop within a fun plastic container which can be flipped out,
licked, and placed back in the case for consumption  later). In fiscal 2001, the
Company  plans to increase its  advertising  support and  merchandising  efforts
behind Ring Pop,  Push Pop and Baby Bottle Pop and will  enhance Baby Bottle Pop
by adding real fruit juice to the product.


                                       4
<PAGE>

     In fiscal 2000 the Company  introduced Pokemon pops (premium lollipops with
a Bazooka gum center sold with a Pokemon  sticker)  and Triple Power Push Pop (a
larger  Push  Pop  with  three   different   flavors  which  can  be  pushed  up
independently  or  together).  In fiscal  2001,  the Company  plans to introduce
Pokemon  Popzoids (a lollipop with a collectible  Pokemon  character  stick) and
Pokemon  Treasure Pops (a lollipop with a surprise Pokemon toy hidden inside the
handle).

     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, 2000 (the "Annual  Report"),  which
is hereby incorporated by reference.


                           DISTRIBUTION AND MARKETING

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

     The Company's  products are sold  throughout the United States,  Canada and
Europe, as well as in certain Latin American and Asian markets.

     The Company's  internal sales staff handles U.S. sports  collectibles sales
and sales of confectionery  products to national accounts.  Confectionery  sales
through other channels are handled by broker organizations.  Together, the sales
force and brokers  service over 80,000  retail  outlets  through more than 6,000
separate accounts which include  wholesale  tobacco and  confectionery  jobbers,
hobby   distributors  and  retailers,   wholesale  clubs,   news-dealers,   mass
merchandisers and direct-buying grocery,  convenience,  drug, variety,  discount
and toy store chains and specialty accounts (e.g. Blockbuster Video).

     In  Canada,  sales of trading  cards  (primarily  hockey and  entertainment
cards) and  confectionery  products are handled by a direct sales force and four
regional  brokers.  Current  distribution  in  Canada is to over  10,000  retail
outlets.

     In the U.K.,  sales of both  confectionery  products and  collectibles  are
handled  by a  dedicated  sales  force  as well  as by  wholesalers  selling  to
independent   retailers.   Together,  the  sales  force  and  wholesalers  reach
approximately 30,000 retail news and confectionery outlets. Elsewhere in Europe,
as well as in Latin  America,  Japan and the rest of Asia,  sales are  primarily
through distributors.

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

     The  Company  utilizes  a  variety  of  marketing   activities,   including
television,  radio and print advertising  campaigns,  sweepstakes and promotions
designed to create consumer awareness and increase retail sales of its products.
Worldwide  advertising and marketing  expenses (which  encompass media spending,
trade  spending  and  consumer  promotions  including  player  autograph  costs)
included  in  selling,   general,   and  administrative   expenses  amounted  to
$20,813,000  in fiscal 1998,  $18,974,000  in fiscal 1999,  and  $25,219,000  in
fiscal 2000.


                                       5
<PAGE>

     Traditionally,  the Company has also relied on the popularity of its sports
and other licensed  products and the consumer  recognition of its brand names to
help promote its products.

     Approximately  70% of the Company's  sales are made on a returnable  basis.
Industry practices require that the Company provide the right to return on sales
of trading card products  (excluding those to hobby accounts),  on confectionery
products,  on magazines sold to mass  merchandisers and on sales of most sticker
and album products  overseas.  Returns  significantly in excess of the Company's
returns  provisions  could  have a  material  adverse  effect  on  the  Company.
Consolidated  return  provisions  as a percentage  of gross sales for the fiscal
years ended 1998, 1999 and 2000 were 12.4%, 8.3% and 8.5% respectively.


                                   PRODUCTION

     In  December  1996,  the  Company  discontinued  operations  at its Duryea,
Pennsylvania  manufacturing facility.  Concurrent with the Duryea plant closure,
Bazooka gum  manufacture  was  transferred  to a single  contractor in the U.S.,
Hershey  Foods  Corporation.  At the  same  time,  the  cutting,  collating  and
packaging of card  products  previously  performed at the Duryea  facility  were
outsourced to several manufacturers in the U.S.

     In April 1998, the Company ceased  manufacturing  operations at its factory
in the Republic of Ireland.  The Company produced  limited  quantities of gum at
this facility.


Collectible Picture Products
----------------------------

     In the U.S.,  photographs of athletes are generally taken by  photographers
under  contract  with the  Company  or by  free-lance  photographers  on special
assignment.  In addition,  certain  photography is provided by the organizations
representing  the  leagues and their  member  teams.  Pictures of  entertainment
subjects are generally  furnished by the 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 state-of-the-art computerized technology to enhance and
color-correct photography and computer imaging to create interesting and unusual
backgrounds and visual effects.

     High-quality  substrates  (paperboard,  plastic, foil) are sent directly to
outside printers by the Company's  suppliers.  Pictures are printed  utilizing a
variety of techniques and processes,  including waterless printing, which allows
for  a  tighter  line  screen  resulting  in  sharper  and  more  intense  photo
reproduction.  Sheets  of  printed  cards  are  then  often  sent to  additional
suppliers  who foil  stamp and UV (ultra  violet)  coat the  sheets.  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/album  production  is  subcontracted  and  coordinated  by a single
supplier in Italy.  Adhesive  material  and  packaging is 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 supplier were
unable to meet the Company's needs.

                                       6

<PAGE>

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

     Since the closure of its manufacturing facility in Duryea,  Pennsylvania in
December  1996,  the Company has  purchased all of its U.S.  Bazooka  bubble gum
requirements  from  Hershey  Foods  Corporation.  The current  agreement,  which
expires in December 2002, requires the Company to source all of its U.S. Bazooka
production  needs from  Hershey,  provided it can fulfill the orders on a timely
basis. Given the shortage of alternative  manufacturers for Bazooka gum, failure
by Hershey to supply the Company on a timely basis could have a material adverse
effect on product  availability  and  therefore,  on sales of  Bazooka.  Limited
quantities of Bazooka and other bubble gum products for international sales were
manufactured by the Company's factory in the Republic of Ireland through the end
of fiscal 1998. In April 1998, gum production was discontinued in Ireland.

     Ring Pop lollipops for sale in the U.S. are  manufactured  at the Company's
Scranton,  Pennsylvania factory.  Gum-filled pops are manufactured by a supplier
in Brazil.  Ring Pop lollipops for sale in international  markets as well as all
Push Pops, Baby Bottle Pops, Flip Pops,  Popzoid Pops,  Treasure Pops and Triple
Power Push Pops are  manufactured by a single  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 impact on sales of the Company's lollipops.

     Sweeteners, flavors, paperboard,  packaging materials, foil stamping and UV
coating are required to  manufacture  the  Company's  total line of  collectible
picture and confectionery  products and are generally  available to the Company.
The Company does rely on single  producers for several of these  ingredients  or
processes.  While alternative suppliers are generally available, some adjustment
in product  specification  might be required  if these  single  sources  were no
longer available to the Company.


                        TRADEMARKS AND LICENSE AGREEMENTS

     The  Company  considers  its  trademarks  and license  agreements  to be of
material  importance to its business.  The Company's  principal  trademarks have
been  registered  in the United  States  and many  foreign  countries  where its
products are sold.  The sports picture  products  marketed by the Company in the
U.S. are all 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 the U.K. and with players and teams with
regard to soccer in Italy and Denmark.  The Company's  inability to  renegotiate
successfully its Major League Baseball, NBA Basketball,  NFL Football or Premier
League Soccer  agreements upon  expiration,  or the loss of any of these license
agreements, could have a material adverse effect on the Company.

                                       7

<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,  provided  such  products are marketed  alone or with
chewing gum or candy. 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 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
covers the use of the names and  insignias of the baseball  teams and leagues in
connection  with its baseball  picture  products and which expires at the end of
2000. 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.

     The  Company  also  enters  into  license   agreements  with  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
entertainment  licensing  contracts for the fiscal years ended 1998,  1999,  and
2000 was $33,662,000,  $24,373,000, and $43,403,000 respectively. See Note 17 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  entertainment
contracts.


International Licensing Operations
----------------------------------

     The Company  currently has license  agreements  with  manufacturers  in two
foreign  countries to manufacture and distribute the Company's  products.  These
licensees have the right to sell licensed products within their countries.

                                   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 and candy,  and with a number of  collectible  picture
product companies for the spending money of children and adult  collectors.  The
Company   believes  that  the   industries  in  which  it  operates  are  highly
competitive.


                                       8

<PAGE>
                                  SEASONALITY

     The  Company's  U.S.  sports card  products are sold  throughout  the year,
spanning  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,  with much of the sales  activity  occurring in December
through March. Sales of entertainment products tend to be driven by the property
on which they are based,  often  peaking with the release of a movie or the rise
in popularity of a television program or particular licensed property.  Sales of
confectionery  products are impacted by the introduction of new products and the
use of consumer advertising that can occur at any point in the year.


                                   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

     In December 1996, the Company discontinued  manufacturing operations at its
Duryea, Pennsylvania facility. Many of the employees at the Duryea facility were
represented  by Teamster's  Union Local 229 which filed an unfair labor practice
charge  relating  to the  closure.  This  claim was  settled  and the charge was
dismissed in December 1997.

     The Company employed approximately 420 people in fiscal 2000.

     All of the  production  employees  at the  Company's  factory in  Scranton,
Pennsylvania are represented by a union. Although the union agreement was due to
expire in 2000,  union  membership voted recently to approve an extension of the
agreement to February 2003.

     The Company considers relations with its employees to be good.


                              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:


                                       9
<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 entertainment companies. The Company's inability to renew or retain
          these  licenses,  or the lack of  vitality  of these  licenses,  could
          materially affect its future plans and results.

     2.   Contraction  in Sports Card  Industry.  Although the Company  believes
          that it  stabilized  in 1999,  the  sports  card  industry  as a whole
          contracted over the past several 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.   Declines in Sales of European Sticker/Album  products.  Sales of Topps
          Europe's soccer sticker/album  collections declined last year. Further
          significant  declines  in  sales of these  products  could  materially
          affect the Company's future plans and results.

     4.   Returns.  Approximately  70% of the  Company's  sales  are  made  on a
          returnable  basis.  Although  the  Company  maintains  provisions  for
          returns,  returns  considerably in excess of the Company's  provisions
          could materially affect its future plans and results.

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

     7.   Internet.  The  Company  is  making  a  significant  investment  in an
          Internet  strategy.  There is no guarantee  that the strategy  will be
          implemented or, if implemented, that it will be successful. Failure to
          implement  or  failure  to achieve  expected  levels of success  could
          materially affect the Company's future plans and results.

     8.   International  Political  and  Economic  Risk.  Due to  the  Company's
          increased  international  presence,  there  is  an  increase  in  risk
          generally associated with operating outside of the U.S. Events such as
          civil  unrest,  currency  devaluation  and  political  upheaval  could
          materially 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  affect the Company's future plans
          and results.


                                       10
<PAGE>

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

     The  Company  operates  in  three  business  segments.  They  are:  (i) the
marketing and distribution of collectible  sports  products;  (ii) the marketing
and  distribution  of  entertainment  products;  and  (iii)  the  marketing  and
distribution of confectionery products.  Segment and geographic area information
contained in Note 14 of the Notes to Consolidated  Financial Statements included
in the Annual Report is hereby incorporated by reference.


                        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 29, 2000 ("2000  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; Vice  President-  Marketing of the Company since April
                    1994. Mr. Boyum is 48 years of age.

Edward P. Camp      Vice President of the Company since April 1997 and President
                    of the Hobby  Division  since October 1995.  Mr. Camp held a
                    number of  sales-related  positions within the Company prior
                    thereto. Mr. Camp is 53 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 Ireland since July 1990 and
                    was Joint Managing Director - Topps Europe Ltd. from January
                    1997 to December 1998. Mr. Clancy is 45 years of age.

Michael J. Drewniak Vice  President -  Manufacturing  of the Company since March
                    1991.   Mr.   Drewniak   held  the   position   of   General
                    Manager-Manufacturing Operations prior thereto. Mr. Drewniak
                    is 63 years of age.


                                       11

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


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 46 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  including  Director  of
                    Planning and C.F.O. PepsiCo Wines and Spirits. Ms. Jessup is
                    44 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 51 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 43
                    years of age.

Scott Silverstein   Executive Vice President of the Company since February 2000.
                    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
                    1995. Prior to joining the Company,  Mr.  Silverstein was an
                    attorney  with the law firm of Hutton  Ingram  Yuzek  Gainen
                    Carroll & Bertolotti from April 1990 until July 1993.  Prior
                    thereto,  he was an  attorney  with  the law  firm of Shea &
                    Gould. 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 38 years of age.


                                       12

<PAGE>

ITEM 2. PROPERTIES

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

<TABLE>
<S>                                     <C>                           <C>            <C>
                                                                                     Owned or Leased;
                                                                 Area/Facility       If Leased,
     Location                           Type of Facility         Square Footage      Expiration Year

Duryea, Pennsylvania .................  Office and warehouse          60,000         Leased; 2003

Scranton, Pennsylvania ...............  Manufacturing plant           41,000         Owned

Cork, Ireland ........................  Office                         8,000         Leased; 2005

New York, New York ...................  Executive offices             60,000         Leased; 2010

Milton Keynes, United Kingdom ........  Office and warehouse          10,000         Leased; 2014
</TABLE>

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


ITEM 3. LEGAL PROCEEDINGS

     In August  1996,  the Company was named as a defendant in a class action in
the United States District Court for the Eastern  District of New York (the "New
York Court")  entitled  Sullivan,  et.al. v. The Topps Company,  Inc., No. CV 96
3779 (E.D.N.Y.) (the "Action"). The Action alleged, among other things, that the
Company  violated the federal  Racketeer  Influenced  and Corrupt  Organizations
("RICO")  Act by its  practice of selling  sports and  entertainment  cards with
randomly-inserted   "insert"   cards,   in   violation   of  state  and  federal
anti-gambling   statutes.  Each  of  the  Company's  principal  competitors  and
principal licensors was separately sued in various federal courts for employing,
or  participating  in, the same or similar  practices.  The Action sought treble
damages  and  attorneys'  fees on  behalf  of all  purchasers  of packs of cards
potentially including "insert" cards over a four-year period. The New York Court
granted the  Company's  motion to dismiss the Action  with  prejudice  in August
1997. The New York Court later denied  motions by plaintiffs to alter,  amend or
vacate the judgement,  and for leave to file an amended  complaint.  Plaintiffs'
time to appeal all of these  rulings  has  expired,  and the  judgement  for the
Company dismissing the Action is now final and nonappealable.

     In  September  1998,  the  Company  filed an action  in the New York  Court
seeking  declaratory  and  injunctive  relief  against  a class of all  original
end-use  purchasers of trading cards marketed within the four years prior to the
filing of the complaint in packages that may contain randomly-inserted  "insert"
cards,  entitled  The Topps  Company,  Inc. v.  Sullivan et. al., No. CV 98 6023
(EHN) (E.D.N.Y.) (the "Declaratory  Judgment Action").  The Declaratory Judgment
Action seeks a declaratory  judgment that the defendant class of card purchasers
did not  suffer  any  injury  cognizable  under  RICO by this  practice,  and an


                                       13

<PAGE>

injunction  enjoining  the  defendant  class from filing or pursuing any further
RICO actions against the Company  relating to the purchase of trading cards. Two
similar declaratory judgment actions have been filed by several of the Company's
principal  licensors in the New York Court against the same class of defendants.
On December 14, 1998,  defendants  in all of the  declaratory  judgment  actions
moved to dismiss the complaints.  The New York Court denied all of these motions
in an order entered on March 17, 2000.

     In November 1998, the Company was named as a defendant in a purported class
action  commenced in the United States District Court for the Southern  District
of California (the "California  Court")  entitled  Rodriquez et al. v. The Topps
Company,  Inc., No. CV 2121-B (AJB) (S.D.  Cal.) (the "Class  Action") The Class
Action  alleges  that the  Company  violated  RICO,  and the  California  Unfair
Business  Practices  Act, by its  practice of selling  sports and  entertainment
trading cards with  randomly-inserted  "insert" cards, allegedly in violation of
state and federal  anti-gambling laws. The Class Action seeks treble damages and
attorneys'  fees on behalf of all  individuals  who purchased  packs of cards at
least in part to obtain an "insert" card over a four-year period. On January 22,
1999,  plaintiffs  moved to  consolidate  the Class  Action with  similar  class
actions  pending  against  several of the Company's  principal  competitors  and
licensors in the  California  Court.  On January 25, 1999,  the Company moved to
dismiss the complaint,  or,  alternatively,  to transfer the Class Action to the
Eastern District of New York or stay the Class Action pending the outcome of the
Declaratory  Judgment  Action  pending in the Eastern  District of New York.  By
orders dated May 14, 1999, the California Court denied the Company's  motions to
dismiss or transfer  the Class Action but granted the  Company's  motion to stay
the Class Action pending the outcome of the  Declaratory  Judgment  Action.  The
California Court also denied  plaintiffs' motion to consolidate the Class Action
with similar  purported class actions.  On April 18, 2000, the California  Court
entered  an order  requiring  plaintiffs  in the Class  Action as well as in the
other  purported  class actions to show cause why all such actions should not be
dismissed.  A hearing  on the  issue is  scheduled  for  early  June 2000 in the
California Court. An adverse outcome in the Class Action could materially effect
the Company's future plans and results.

     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 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

         None

                                       14


<PAGE>
                                     PART II



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

     Reference  is made to the data  appearing  on page 31 of the Annual  Report
under the heading "Market and Dividend Information" which is hereby incorporated
by reference.


ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

     Reference  is made to the data  appearing  on page 32 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 10 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Reference  is made to the data  appearing on pages 11 through 29 and to the
Report of  Independent  Public  Accountants  appearing  on page 30 of the Annual
Report which are hereby incorporated by reference.


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

          None.


                                       15

<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 2000 Proxy
Statement and is hereby incorporated by reference.


ITEM 11. EXECUTIVE COMPENSATION

     Information  required by this item appears in the 2000 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 2000 Proxy  Statement and
is hereby incorporated by reference.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     Information  required by this item appears in the 2000 Proxy  Statement and
is hereby incorporated by reference.


                                       16
<PAGE>

                                    PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)(1&2)  Financial Statements and Financial Statement Schedules
               See index on page 19.


     (3)       Listing of Exhibits
               See index on pages 20-22.


     (b)       Reports on Form 8-K
               None


                                       17

<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 15, 2000


                                           THE TOPPS COMPANY, INC.
                                                  Registrant


                                        ___________________________
                                              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 2000 by the  following  persons on
behalf of the Registrant and in the capacities indicated.


         /Arthur T. Shorin/                       /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)


      /Allan A. Feder/                                 /David M. Mauer/
       Allan A. Feder                                   David M. Mauer
         Director                                           Director


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


       /Ann Kirschner/                                 /Richard Tarlow/
        Ann Kirschner                                   Richard Tarlow
          Director                                          Director


     /Wm. Brian Little/                                /Stanley Tulchin/
      Wm. Brian Little                                  Stanley Tulchin
          Director                                          Director


                                       18


<PAGE>

                             THE TOPPS COMPANY, INC.
                      FORM 10-K ITEM 14(a)(1), (2) AND (3)
              LIST OF FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS


(a)(1) 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  -- Years Ended  February 28,
       1998, February 27, 1999 and February 26, 2000.

          Consolidated Balance Sheets-- February 27, 1999 and February 26, 2000.

          Consolidated  Statements  of Cash Flows -- Years  Ended  February  28,
       1998, February 27, 1999 and February 26, 2000.

          Consolidated   Statements  of  Stockholders'  Equity  --  Years  Ended
       February 28, 1998, February 27, 1999 and February 26, 2000.

     Notes to Consolidated Financial Statements.

     Report of Independent Public Accountants.



(a)(2) 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 -- Years Ended
     February 28, 1998, February 27, 1999 and February 26, 2000............. 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.


                                       19

<PAGE>

a)(3) Index to 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 3, 1991).

     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 3, 1991).

     4.1  Rights  Agreement,  dated as of December 3, 1991,  with  Manufacturers
          Hanover Trust Company,  as rights agent  (Incorporated by reference to
          Exhibit  4.1 to the  Company's  Report on Form 8-K dated  December  3,
          1991).

    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).

    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).

    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).

    10.6  Settlement  Agreement with Major League Baseball  Players  Association
          (Incorporated by reference to the Company's Annual Report on Form 10-K
          for the fiscal year ended February 26, 1994).

    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).

    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).

    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).


                                       20

<PAGE>

Index to Exhibits (Continued)


    10.10 Agreement  for the  acquisition  of the issued share capital of Merlin
          Publishing  International  plc dated  May 17,  1995  (Incorporated  by
          reference to the  Company's  Annual Report on Form 10-K for the fiscal
          year ended February 25, 1995).

    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).

    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).

    10.13 License  Agreement and Letter  Amendment  thereto between the Football
          Association Premier League Limited and Merlin Publishing International
          PLC dated August 3, 1994 and July 2, 1996, respectively. (Incorporated
          by  reference  to the  Company's  Annual  Report  on Form 10-K for the
          fiscal year ended March 1, 1997).

    10.14 Retail  Product  License  Agreement  with the  Major  League  Baseball
          Properties,  Inc. dated September 28, 1995  (Incorporated by reference
          to Exhibit  10.31 to the Company's  Quarterly  Report on Form 10-Q for
          the quarter ended August 30, 1997).

    10.15 Credit  Agreement,  Dated May 11, 1998, among The Topps Company,  Inc.
          and The  Chase  Manhattan  Bank.  (Incorporated  by  reference  to the
          Company's  Annual  Report  on Form  10-K  for the  fiscal  year  ended
          February 28, 1998).

    10.16 Amendment   Number  One  to  Credit  Agreement  dated  May  11,  1998.
          (Incorporated  by reference to the Company's  Quarterly Report on Form
          10-Q for the fiscal year ended May 30, 1998).

    10.17 Second  Amendment to Credit  Agreement,  dated as of November 6, 1998.
          (Incorporated  by reference to the Company's  Quarterly Report on Form
          10-Q for the quarter ended November 28, 1998).

    10.18 Third Amendment to the Credit Agreement dated February 25, 1999.

    10.19 Consulting  Agreement  with Seymour  Berger  dated  December 31, 1997.
          (Incorporated  by reference to the Company's  Quarterly Report on Form
          10-Q for the quarter ended August 29, 1998).

    10.20 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).


                                       21


<PAGE>

Index to Exhibits (continued)

    10.21 Memorandum   of   Agreement   with  Major  League   Baseball   Players
          Association.  (Incorporated  by reference to the  Company's  Quarterly
          Report on Form 10-Q for the quarter ended August 29, 1998).

    10.22 Retail  Product  License   Agreement   between  the  Company  and  NBA
          Properties,  Inc. dated November 19, 1998.  (Incorporated by reference
          to the Company's  Quarterly  Report on Form 10-Q for the quarter ended
          November 28, 1998).

    10.23 License  Agreement  between the Company and National  Football  League
          Players  Incorporated,  dated  September  27, 1998.  (Incorporated  by
          reference  to the  Company's  Quarterly  Report  on Form  10-Q for the
          quarter ended November 28, 1998).

    10.24 Amended  and  Restated  Employment  Agreement  with  Arthur  T. Shorin
          dated March 1, 1999.(Incorporated by reference to the Company's Annual
          Report on Form 10-K for the Fiscal Year ended February 27, 1999).

    10.25 Pokemon Merchandise License Agreement - U.S. between  the  Company and
          Nintendo  of  America, Inc.,  dated April 16, 1999.  (Incorporated  by
          reference to the Company's Quarterly  Report  on  Form  10-Q  for  the
          quarter ended August 28, 1999).

    10.26 Pokemon Merchanside License Agreement -  U.K. between the  Company and
          Nintendo  of  America,  Inc.,  dated  June 4, 1999.  (Incorporated  by
          reference to the Company's Quarterly  Report  on  Form  10-Q  for  the
          quarter ended August 28, 1999).

     13   Annual Report (Except for those portions specifically  incorporated by
          reference, the 2000 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.*

     23   Consent of Independent Public Accountants.*

     27   Financial Data Schedule.*


*filed herewith

                                       22


<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                  ON CONSOLIDATED FINANCIAL STATEMENT SCHEDULE


The Topps Company, Inc:

     We have audited the consolidated balance sheets of The Topps Company,  Inc.
and  Subsidiaries  as of February 26, 2000 and February 27, 1999 and the related
consolidated  statements of operations,  stockholders' equity and cash flows for
each of the three years in the period ended  February 26, 2000,  and have issued
our report thereon dated March 30, 2000; such consolidated  financial statements
and report are  included  in your 2000  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 14. This consolidated financial statement schedule is the responsibility
of the Company's  management.  Our responsibility is to express an opinion 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,
present fairly in all material respects the information set forth therein.


Deloitte & Touche LLP
New York, New York
March 30, 2000



                                   S-1

<PAGE>
<TABLE>
<CAPTION>
                                        THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                                   SCHEDULE VIII. 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 February 28, 1998:
   Amortization of Sports,
      Entertainment and
      Proprietary Products ......       $ 26,875       $  1,898                                     $ 28,773
   Amortization of Other
      Intangible Assets .........          8,582            720                                     $  9,302
                                        --------       --------                                     --------
                                        $ 35,457       $  2,618                                     $ 38,075
                                        ========       ========                                     ========
  Allowance for Estimated Losses
     on Sales Returns ...........       $ 23,239                      $ 35,468       $(39,449)(a)   $ 19,258
                                        ========                      ========       =========      ========
  Allowance for Doubtful Accounts       $  1,126       $    703                      $   (668)      $  1,161
                                        ========       ========                      =========      ========
  Inventory Valuation Adjustment        $ 18,452       $  5,340                      $(15,842)(b)   $  7,950
                                        ========       ========                      =========      ========
============================================================================================================

Year Ended February 28, 1999:
   Amortization of Sports,
      Entertainment and
      Proprietary Products ......       $ 28,773       $  1,898                                     $ 30,671
  Amortization of Other
      Intangible Assets .........       $  9,302       $    721                                     $ 10,023
                                        --------       --------                                     --------
                                        $ 38,075       $  2,618                                     $ 40,693
                                        ========       ========                                     ========
  Allowance for Estimated Losses
     on Sales Returns ...........       $ 19,258                      $ 21,518       $(28,147)(a)   $ 12,629
                                        ========                      ========       =========      ========
  Allowance for Doubtful Accounts       $  1,161       $    424                      $   (448)      $  1,137
                                        ========       ========                      =========      ========
  Inventory Valuation Adjustment        $  7,950       $  2,656                      $ (5,309)(b)   $  5,297
                                        ========       ========                      =========      ========
============================================================================================================

Year Ended February 26, 2000:
   Amortization of Sports,
      Entertainment and
      Proprietary Products ......       $ 30,671       $  1,898                                     $ 32,568
  Amortization of Other
      Intangible Assets .........       $ 10,023       $    721                                     $ 10,744
                                        --------       --------                                     --------
                                        $ 40,693       $  2,618                                     $ 43,312
                                        ========       ========                                     ========
  Allowance for Estimated Losses
     on Sales Returns ...........       $ 12,629                      $ 35,550       $(24,558)(a)   $ 23,621
                                        ========                      ========       =========      ========
  Allowance for Doubtful Accounts       $  1,137       $    470                      $   (192)      $  1,415
                                        ========       ========                      =========      ========
  Inventory Valuation Adjustment        $  5,297       $  8,411                      $ (5,840)(b)   $  7,868
                                        ========       ========                      =========      ========
============================================================================================================
</TABLE>

a) Returns charged against provision, net of recoveries
b) Disposals, net of recoveries

                                       S2