F'04 STOCKHOLDERS LETTER


Dear Stockholders,

For the fiscal year 2004,  ended February 28, 2004,  consolidated net sales were
$297.3  million  versus $290.1  million in fiscal 2003,  with stronger  European
currencies  versus the prior year providing a $9.7 million  benefit.  Fiscal '04
sales  reflect  domestic  confectionery  shortfalls  and a reduction in our U.S.
sports card offerings partially offset by strong  international  performance and
the acquisition of WizKids in July. Net income in fiscal 2004 was $12.7 million,
versus $16.9 million in the prior year, short of our expectations.

Fiscal '04  however,  marked  another  year of  measurable  success in two other
significant  respects.  We achieved a number of  strategic  goals,  as discussed
further on in this letter,  in a  company-wide  program  devoted  towards future
growth.  We also  maintained  a strong  financial  position as  evidenced by the
initiation of a regular quarterly dividend of $0.04 a share and the continuation
of our stock repurchase  program. As of February 28, 2004, the Company had $93.8
million in cash, no debt and stockholders' equity of $211.3 million, an increase
of $14.5 million over the prior year.

Fiscal 2004 was a busy year for the Topps  organization  in terms of  activities
and accomplishments. For your review, here are some highlights regarding our two
business   segments---Confectionery   and   Entertainment.   Please   refer   to
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations beginning on page 6 for financial and other details.


CONFECTIONERY

Last year we indicated  that it was  important to broaden our product  offerings
outside of the lollipop category.  In fiscal '04, we did just that,  launching a
total of three  non-lollipop  products late in the year---Big Mouth Candy Spray,
Juicy Drop Chews and Juicy  Bugs.  Initial  trade and  consumer  reaction to all
three  products  has been  encouraging.  We have high  hopes for each of them to
build  in  acceptance  over  time.  We are also  excited  about  additional  new
non-lollipop entries planned for fiscal '05 introduction.

New products,  in general,  are becoming a  prerequisite  for success in today's
confectionery business, and Topps has a solid record of creativity.  However, we
know that creativity is not enough. This was clearly  demonstrated by the impact
of delayed new product introductions last year.  Accordingly,  in fiscal '05, we
intend to  streamline  our  development  process to bring new products to market
more quickly.

We are also focusing on another challenge,  specifically retail consolidation, a
trend that has the entire industry's attention, and certainly ours. Simply said,
there are fewer retailers in business today than there were a year ago,  meaning
less  neighborhood  outlets  carrying our products.  Larger retailers have taken
significant share, making it increasingly difficult for independents to survive.
Addressing  this reality,  in the latter part of last year, we began  realigning
our confectionery sales,  customer marketing and distribution  networks to focus
on, and better serve,  customers  representing the strongest  opportunities  for
profitable growth.

Overall,  we believe  that  responding  to market  changes,  enhancing  existing
lollipop product lines with new flavors and packaging,  and accentuating our new
product programs will help offset the impact of present market factors.

Overseas,  things  were  particularly  good in  fiscal  '04.  Expanded  European
confectionery  distribution was one of our strategic targets, with a view toward
further brand building and increased sustainability. We achieved those goals and
more,  gaining  important  placements  at major  accounts  in the U.K.,  France,
Germany and Ireland.  We also generated  increased sales volume through the roll
out of Juicy Drop Pops and Yu-Gi-Oh! and Pokemon candy containers.

<PAGE>

ENTERTAINMENT

This segment is comprised of sports and non-sports trading cards,  sticker album
collections,  Internet activities and the WizKids line of strategy games. During
fiscal '04, we leveraged  our sports  equity by  extending  the "mini album with
bubble gum" concept  overseas to include not only Calcio Football in Italy,  but
also the English  Premier  (Football)  League.  We also began  applying the mini
album  concept  to  non-sports  licenses  such as  Barbie,  which was  initially
launched in Italy.  Coming off a strong  international  sports year,  we plan to
build on that  success  in  fiscal  '05 with a  collection  featuring  teams and
players  participating  in  the  European  Football  Championship,  a  bi-annual
tournament that is extremely popular throughout Europe.

In the U.S., we restructured our sports business early in the year,  paring down
the product line to focus on the more profitable  releases and reducing overhead
costs by over $1.5 million on an annualized  basis. All of this was accomplished
without  sacrificing  the  quality or appeal of our  offerings.  In fact,  hobby
dealers voted Topps card  products  "Best" in 7 of 9 categories in which we were
eligible.  And, despite  persistent  negative  industry trends affecting overall
volume, we are well poised to lead the competition again in '05.

On the non-sport  publishing front, we won "Best  Entertainment Card Set" with a
recent Lord of the Rings  release and  experienced  good results in '04 with our
own Garbage Pail Kids property. We plan to issue at least one additional Garbage
Pail Kids series in the U.S.  during  fiscal '05 and test the product in various
European  markets  this spring.  Those of you who  remember  our Wacky  Packages
product---another  self-created property,  this one featuring parodies of famous
brands---may  be pleased to learn that we are  introducing  an all-new series of
"Wacky Packs" this summer. Early trade buzz is strong, usually a good sign.

As regards Internet activities, we are beginning to leverage this growing medium
in  order  to  enhance  the  appeal  of  traditional  products  like  Push  Pops
(www.pushpops.nick.com)  and Garbage  Pail Kids  (www.garbagepailkidsworld.com).
Moreover,  we recently  launched  2004 etopps  Baseball with the addition of two
exciting  interactive features worth checking out online  (www.etopps.com).  The
first is "etopps games," where consumers use etopps cards to play fantasy games.
Topps will host  tournaments  and provide a platform  where people can challenge
friends to "play for keeps." The second new feature makes it possible for people
to easily trade cards with one another from their  respective  portfolios on the
"etopps  trade  post." In the first four weeks  after  going  live,  over 21,000
trades were completed.

Turning to WizKids,  we're making good progress in our integration  efforts.  We
have strengthened the management group,  reduced overhead,  taken steps to drive
other  costs out of the system and  installed  a rigorous  discipline  regarding
inventory control that already appears to be paying dividends.  Additionally, as
originally  envisioned,  Topps' sales force is now  assisting  with  mass-market
distribution  of  WizKids  products,  and Topps  Europe has begun  applying  its
know-how to the WizKids business overseas.

On the product side,  WizKids has  rationalized  its line and is placing greater
focus on the  remaining  core  products  within its Mage  Knight,  HeroClix  and
MechWarrior lines. We've also begun introduction of SportsClix,  a product under
license  from Major League  Baseball,  to the hobby and gaming  channels.  Going
forward,  one of Wizkids  priorities is successful new game development with the
goal of  expanding  our target  audience  and  leveraging  our  overall  company
strengths.  Based on what we see today,  we expect that the  addition of WizKids
will serve as a catalyst for growth at Topps.

<PAGE>

CONCLUSION

Our plans for fiscal 2005 call for financial improvement over 2004, and we'll be
working  hard to make  that  happen  in an  ever-challenging  environment.  Also
important is the  achievement of further  strategic  progress  domestically  and
abroad.

For  Confectionery,  that means increased  marketing focus on new products and a
stepped-up  process for their  development.  It also entails better alignment of
our resources with today's market  realities.  On the  Entertainment  side, that
means  reinvigorating  our  brands  through  innovation,  effecting  operational
improvements,  harnessing Internet assets,  expanding distribution and utilizing
WizKids to positively impact offerings among our various product lines.

In closing,  we'd like to acknowledge the talented,  hard-working  people behind
the scenes -- our  colleagues  in Asia,  Europe,  North and South America -- who
share our  commitment to progress.  We thank them  sincerely for their  tireless
efforts.

On behalf of the organization,  we also thank our consumers,  fans,  collectors,
licensors, stockholders and suppliers for their valued support.




                              /s/ Arthur T. Shorin
                              ----------------------
                                  Arthur T. Shorin

                 CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT



   /s/ Edward P. Camp         /s/ Mike Drewniak            /s/ Ira Friedman
   -------------------        ------------------           ------------------
       Edward P. Camp             Mike Drewniak                Ira Friedman


  /s/ Catherine K. Jessup     /s/ William G. O'Connor      /s/ Ronald L. Boyum
  ------------------------    ------------------------     --------------------
      Catherine K. Jessup         William G. O'Connor          Ronald L. Boyum


  /s/ Michael P. Clancy       /s/ Leon J. Gutmann          /s/ John Perillo
  ----------------------      --------------------         -----------------
      Michael P. Clancy           Leon J. Gutmann              John Perillo


                   /s/ Scott Silverstein     /s/ Warren Friss
                   ----------------------    -----------------
                       Scott Silverstein         Warren Friss


                       OFFICERS OF THE TOPPS COMPANY, INC.


<PAGE>

Table of Contents



                                                                Page


Stockholders Letter.............................................   1

Financial Highlights............................................   4

Management's Discussion and Analysis of Financial Condition
   and Results of Operations....................................   5

Consolidated Financial Statements...............................  13

Notes to Consolidated Financial Statements......................  17

Report of Independent Public Accountants
   & Market and Dividend Information............................  37

Selected Consolidated Financial Data............................  38

Directors, Officers, Subsidiaries
   and Corporate Information....................................  39

<PAGE>

FINANCIAL HIGHLIGHTS

================================================================================
                                        February        March         March
                Year Ended              28, 2004       1, 2003       2, 2002
--------------------------------------------------------------------------------
                                    (in thousands of dollars, except share data)

Net sales ........................   $   297,338   $   290,115   $   300,180

Income from operations ...........        14,595        20,782        36,564

Net income .......................        12,695        16,936        28,462

Cash provided by operations ......        11,954         6,200         1,619

Working capital ..................       133,299       141,484       136,389

Stockholders' equity .............       211,277       196,768       194,054

Per share items:

   Net diluted earnings ..........   $      0.31   $      0.40   $      0.64

   Cash dividend paid ............   $      0.12            --            --

Average diluted shares outstanding    41,515,000    42,065,000    44,276,000
================================================================================

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS


This section provides an analysis of the Company's operating results, cash flow,
critical  accounting  policies,  and other matters.  It includes or incorporates
"forward-looking"  statements  as  that  term is  defined  by the  U.S.  federal
securities laws. In particular,  statements using words such as "may", "should",
"estimate",  "anticipate", "intend", "believe", "predict", "potential", or words
of similar import generally involve forward-looking  statements.  We based these
forward-looking  statements on our current  expectations  and projections  about
future events, and therefore, these statements are subject to numerous risks and
uncertainties.  Accordingly,  actual  results may differ  materially  from those
expressed or implied by the forward-looking  statements.  We caution readers not
to place undue reliance on these forward-looking  statements which speak only as
of the date of this report.

The  Company  has  two   reportable   business   segments,   Confectionery   and
Entertainment.  The following table sets forth, for the periods  indicated,  net
sales by business segment:


================================================================================
                                        February        March         March
                Year Ended              28, 2004       1, 2003       2, 2002
--------------------------------------------------------------------------------
                                             (in thousands of dollars)

Confectionery ........................  $147,254      $146,901      $152,127

Entertainment ........................   150,084       143,214       148,053
                                        --------      --------      --------
     Total ...........................  $297,338      $290,115      $300,180
================================================================================


|X|Fiscal 2004 Versus 2003*
---------------------------

CONSOLIDATED NET SALES

In fiscal 2004, the Company's  consolidated  net sales  increased 2.5% to $297.3
million from $290.1 million in fiscal 2003. The July 2003 acquisition of WizKids
added $15.9 million to sales in fiscal 2004,  and stronger  European  currencies
increased sales by $9.7 million.  Excluding  these two factors,  fiscal 2004 net
sales were below 2003  levels,  largely  the result of declines in sales of U.S.
sports cards and U.S. confectionery products.

Worldwide net sales of the Confectionery  segment, which includes Ring Pop, Push
Pop,  Baby Bottle Pop, and Bazooka  brand bubble gum,  increased  0.2% to $147.3
million in 2004 from $146.9 million in 2003.  Confectionery  products  accounted
for 50% of the Company's net sales in 2004 and 51% in 2003.

U.S.  confectionery  sales  decreased  year-over-year,  in part  the  result  of
softness in wholesale  clubs,  the effects of delayed new product  introductions
and a reduction  in  promotional  activity  undertaken  by certain  retailers in
fiscal 2003. Going forward,  the Company is working to address these issues.  It
has realigned its sales,  customer marketing and distribution networks to better
meet the needs of retail accounts with the greatest  potential for profitability
and is targeting  promotional  spending in a similar fashion.  Changes have been
made to packaging and product  configurations to better reflect the needs of the
wholesale club customer.  Additionally,  refinements are being made to processes
associated with the development of new products.

-------
*Unless otherwise indicated, all date references to 2004, 2003 and 2002 refer to
 the fiscal years ended February 28, 2004, March 1, 2003, and March 2, 2002,
 respectively.

<PAGE>

Net sales of international  confectionery products increased in 2004, offsetting
the U.S.  declines.  Increases were largely driven by the roll out of Juicy Drop
Pop,  solid sales of  licensed  confectionery  products  and  stronger  European
currencies.  International sales represented 31% of total confectionery sales in
fiscal 2004.

Net sales of the  Entertainment  segment,  which includes  cards,  sticker album
collections,  Internet  activities and strategy games,  increased 4.8% in fiscal
2004 to $150.1 million.  Entertainment products represented 50% of the Company's
net sales in 2004 and 49% in fiscal 2003.

Within the segment,  sales of international  sports sticker albums increased,  a
function of the expansion and further  success of the mini album format,  higher
sales of traditional  Premier League sticker album collections and the impact of
stronger  European  currencies.  The  acquisition  of WizKids,  a developer  and
marketer of strategy  games,  added $15.9 million to segment sales. In addition,
sales of non-sports publishing products exceeded those in fiscal 2003 due to the
strength of products  featuring  the  Yu-Gi-Oh!,  Garbage  Pail Kids and Hamtaro
properties.

Also within the  Entertainment  segment,  sales of traditional U.S. sports cards
declined in fiscal 2004, a function of continued  industry  softness and reduced
product  offerings.  The Company believes that the U.S. sports card industry has
been on a decline  since the early  1990's,  a function  of a  proliferation  of
sports cards and memorabilia  products,  labor  disruption in a number of sports
and childrens'  general  inclination  towards more  interactive  products.  As a
result of these  trends,  the Company  reduced the number of sports  products it
released in fiscal 2004 by almost 20%, and restructured the sports organization,
eliminating over $1.5 million in costs on an annualized basis.

Finally,  sales of  product  sold via the  Internet  decreased  in fiscal  2004,
primarily as a result of declines  experienced at thePit.com.  The Company plans
to continue its  Internet  efforts in fiscal 2005 and has  refocused  the etopps
website to feature  trading  capabilities  and  fantasy-style  games played with
etopps cards.


RESULTS OF OPERATIONS

Fiscal 2004  consolidated  gross profit as a percentage  of net sales was 35.0%,
virtually  flat with 2003's figure of 35.1%.  Margins this year were  negatively
impacted by higher obsolescence costs which reflected write-offs associated with
slow-moving  WizKids  product,  excess  domestic  confectionery  inventories and
components related to an Italian publishing product.  Going forward, the Company
expects  obsolescence  costs to be lower  than in fiscal  2004,  largely  due to
recent changes in inventory purchasing practices at WizKids. Lower royalty costs
as a function of the  smaller  U.S.  sports  business  and reduced  costs at our
Scranton,   Pennsylvania   manufacturing  facility  largely  offset  the  higher
obsolescence costs.

Other income was $631,000 this year versus $184,000 last year. This increase was
primarily  due to  favorable  mark-to-market  adjustments  on  forward  currency
contracts  which  were  partially  offset by  translation  losses  on  non-local
currency cash balances in Europe.  The  licensing-out  of intellectual  property
associated  with  WizKids  and  the  confectionery   business  also  contributed
favorably in fiscal 2004.

Selling, general & administrative expenses ("SG&A") increased as a percentage of
net sales to 30.3% in 2004 from 28.0% a year ago. SG&A dollar spending increased
to $90.0  million  from $81.1  million,  largely as a result of the  addition of
WizKids.  Additionally,  advertising  and marketing  costs were higher in fiscal
2004 due to increased media activity and stronger foreign currencies.

<PAGE>

Partially  offsetting  these  increases  in SG&A  was a  reduction  in  overhead
expenses achieved through the restructuring of the U.S. sports card organization
and headcount  eliminations  at the Internet  operations.  Fiscal 2004 SG&A also
benefited from reduced costs associated with employee incentive compensation and
the absence of a payment  related to a legal  settlement that occurred in fiscal
2003.

Net interest income decreased  slightly to $2.4 million in fiscal 2004 from $2.5
million in fiscal 2003,  reflecting  less  favorable  interest rates and a lower
average cash balance following the WizKids acquisition.

The fiscal 2004 effective tax rate was 25.4% . The decrease versus the 2003 rate
of 27.3% was primarily a function of foreign tax benefits received in 2004.

Net income in fiscal 2004 was $12.7 million,  or $0.31 per diluted share, versus
$16.9 million, or $0.40 per diluted share in 2003.



|X|Fiscal 2003 Versus 2002
--------------------------

CONSOLIDATED NET SALES

In fiscal 2003, the Company's  consolidated  net sales  decreased 3.4% to $290.1
million  from $300.2  million in fiscal  2002.  This  decrease  was  primarily a
function of a reduction in the popularity of products featuring  Pokemon,  which
generated  $6.0 million in sales in fiscal 2003 versus  $24.1  million in fiscal
2002.  Stronger European currencies served to increase fiscal 2003 sales by $3.9
million.

Net sales of the Confectionery  segment decreased 3.5% in 2003 to $146.9 million
from $152.1 million in 2002. Excluding sales of Pokemon products,  confectionery
sales decreased 0.7%.  Sales results  reflected solid growth in the U.S. of Ring
Pop and Push  Pop,  the  successful  roll  out of Pro Flip Pop in Japan  and the
introduction of Yu-Gi-Oh!  sticker pops in the U.S. and Canada. These gains were
offset by lower sales of Baby Bottle Pop.  Confectionery  products accounted for
51% of the Company's consolidated net sales in both 2003 and 2002.

Net sales of the  Entertainment  segment decreased 3.3% in fiscal 2003 to $143.2
million.  Excluding sales of Pokemon products which decreased to $4.5 million in
fiscal 2003 from $18.2 million,  Entertainment  sales increased  6.9%.  Sales of
European sports sticker albums increased significantly,  driven by the World Cup
which  occurs  once every four  years,  substantial  increases  in sales of U.K.
Premier League soccer products and the successful  introduction of a new concept
-- bubble gum with mini sticker albums -- in Italy.  Internet activities,  which
include  etopps (cards sold online via an IPO format) and  thePit.com (an online
sports card  exchange),  generated  $11.9  million in sales and $0.7  million in
contributed margin losses (before overhead) in 2003 versus $5.8 million in sales
and $1.4  million  in  contributed  margin  losses in the prior  year.  Sales of
traditional  U.S. sports cards were lower in fiscal 2003,  reflecting  continued
industry  declines.  In February 2003, the Company  restructured its U.S. sports
operations,  reducing  headcount  and the number of products to be released.  In
fiscal  2003,  the  Company  also  marketed  products  featuring  the Star Wars,
Spiderman,   Yu-Gi-Oh!  and  Hamtaro  properties,  among  others.  Entertainment
products  represented 49% of the Company's  consolidated  net sales in both 2003
and 2002.

<PAGE>

RESULTS OF OPERATIONS

Consolidated  gross  profit as a percentage  of net sales  decreased to 35.1% in
2003 from 37.9% in 2002.  Fiscal 2003  margins were  negatively  impacted by the
reduction  in sales of  high-margin  Pokemon  products,  an increase in sales of
lower  margin  products  and the  absence of rebates  received  last year from a
foreign distributor.

Other income (expense) was $184,000 in fiscal 2003 versus an expense of $215,000
in fiscal 2002, in part the result of government cash incentives to maintain our
New York office  location  received in 2003,  versus non-cash  foreign  exchange
losses in 2002 on dollar-denominated cash balances held in Europe.

Selling,  general &  administrative  expenses  increased as a percentage  of net
sales to 28.0% in 2003  from  25.7% in the  prior  year.  SG&A  dollar  spending
increased  to $81.1  million  from $77.1  million  due to the  absence of a $2.4
million  favorable  Internet-related  legal settlement  received in 2002, a $1.6
million  unfavorable  legal  settlement  recorded  in 2003  and an  increase  in
marketing  costs  primarily  related  to  etopps.   Partially  offsetting  these
increases was the  elimination  of goodwill  amortization  in 2003 in accordance
with FAS 142 which  totaled  $1.6  million and lower costs  associated  with the
employee incentive compensation program.

Net interest  income  decreased to $2.5 million in fiscal 2003 from $4.9 million
in fiscal 2002 reflecting less favorable interest rates and a lower average cash
balance.

The fiscal 2003 effective tax rate was 27.3%.  The decrease versus the 2002 rate
of 31.3% was a function of certain one-time R&D and foreign tax benefits.

Net income in fiscal 2003 was $16.9 million,  or $0.40 per diluted share, versus
$28.5 million, or $0.64 per diluted share in 2002.



[X]Quarterly Comparisons
-------------------------
Management believes that  quarter-to-quarter  comparisons of sales and operating
results are  affected by a number of factors,  including  but not limited to new
product introductions, the scheduling of product releases, seasonal products and
the timing of various  expenses such as  advertising.  Thus,  quarterly  results
vary. See Note 20 of Notes to Consolidated Financial Statements.


[X]Inflation
------------
In the opinion of  management,  inflation  has not had a material  effect on the
operations or financial results of the Company.


[X]Liquidity and Capital Resources
----------------------------------

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

As of  February  28,  2004,  the  Company  had  $93.8  million  in cash and cash
equivalents.

<PAGE>

During fiscal 2004, the Company's net decrease in cash and cash  equivalents was
$20.4 million  versus a decrease of $6.8 million in 2003. The fiscal 2004 use of
cash was primarily the result of the purchase of WizKids for $28.7 million.

Cash  provided by operating  activities  in 2004 was $12.0  million  versus $6.2
million in 2003.  This was primarily due to a decrease in inventories  this year
(excluding  Wizkids),  versus an increase last year,  and the impact of stronger
foreign  currencies on non-cash balance sheet items.  These and other items more
than offset the $4.2 million decline in net income in 2004.

Cash used in investing  activities this year of $31.5 million reflects the $28.7
million  acquisition  of  WizKids  and $2.8  million  in  capital  expenditures,
principally  on computer  software and hardware and Ring Pop  production-related
equipment, versus $3.8 million in capital expenditures last year.

Cash used in  financing  activities  this  year of $5.9  million  reflects  $1.0
million of treasury  stock  purchases  net of options  exercised,  versus  $12.9
million last year, plus $4.9 million in dividend payments.

Finally,  the $5.0 million favorable effect of exchange rate changes on cash and
cash equivalents,  which is due to the impact of stronger  currencies on foreign
subsidiaries' cash balances when translated into U.S. dollars,  was $1.3 million
better than last year.

In October  2001,  the Board of  Directors  authorized  the  purchase of up to 5
million shares of Company stock.  As of February 2004, the Company had purchased
2.9 million shares against this authorization.  See Note 13 - Capital Stock. The
Company anticipates  purchasing  additional shares in the future to complete the
authorization.


[X]Commitments
--------------

Future minimum payments under existing key contractual obligations are as
follows:

        ================================================================
              Fiscal  Non-Cancelable   Purchase     Royalty
              Year        Leases      Obligations   Contracts     Total
        ----------------------------------------------------------------
                                    (in thousands of dollars)
              2005       $ 2,741        $8,836      $11,307      $22,884
              2006         2,598          -           6,898        9,496
              2007         2,174          -           4,351        6,525
              2008         1,872          -            -           1,872
              2009         1,854          -            -           1,854
        Thereafter         1,442          -            -           1,442
        ================================================================

The Company anticipates making a payment of approximately $4.6 million in fiscal
2005 for the funding of its qualified pension plans.

The Company has entered into a credit  agreement  with Chase  Manhattan Bank and
LaSalle Bank National  Association which expires on June 26, 2004. The agreement
provides for a $35.0 million unsecured  facility to cover revolver and letter of
credit needs.  The full $35.0  million  credit line was available as of February
28, 2004. See Note 9 - Long-Term Debt.

<PAGE>

[X]Critical Accounting Policies
-------------------------------

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

Note  1  to  the  Company's   consolidated   financial  statements  "Summary  of
Significant Accounting Policies" summarizes its significant accounting policies.
Following is a summary of the critical policies and methods used.

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

Returns  Provisions:
In  determining  the  provision  for returns,  the Company  performs an in-depth
review of wholesale and retail inventory levels,  trends in product sell-through
by sales channel, and other factors. The provision for returns was $17.4 million
in 2004 and $22.4 million in 2003,  which equates to 5.9% and 7.7% of net sales,
respectively.  An increase or  decrease in the  provisions  for returns by 1% of
sales would increase or decrease operating income by approximately $3.0 million.

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

Accruals for Obsolete  Inventory:  The Company's accrual for obsolete  inventory
reflects the cost of items in inventory not anticipated to be sold. This accrual
may be deemed  necessary  as a result of  discontinued  items or  packaging or a
reduction in forecasted  sales.  The  provision for obsolete  inventory was $7.5
million in fiscal 2004 and $3.3  million in fiscal 2003,  which  equates to 2.5%
and 1.1% of net sales,  respectively.  An increase or decrease in the  provision
for  obsolescence by 1% of sales would increase or decrease  operating income by
approximately $3.0 million.


[X}Disclosures About Market Risk
--------------------------------

There is no material risk to financial results due to market risk. The Company's
exposure  to market  risk is largely  related  to the  impact of  mark-to-market
changes in  foreign  currency  rates on forward  contracts  and  options.  As of
February 28, 2004, the Company had $23.0 million in forward contracts which were
entered  into for the  purpose  of  reducing  the  impact of  changes in foreign
currency rates associated with firm and forecasted receipts and disbursements.

The  Company's  primary  exchange  rate  exposure  is with the Euro  against the
British pound, the Japanese yen and the U.S. dollar.  At maturity,  the proceeds
or outlays  from the  contracts  offset a  corresponding  additional  or reduced
outlay in the underlying  currency.  The recognition of mark-to-market gains and
losses on these contracts  accelerates the gains and losses that would otherwise
be recognized when the contracts mature and, so, generally does not result in an
incremental  impact on earnings or cash flows. The Company has no long-term debt
and does not engage in any commodity-related derivative transactions.

<PAGE>

[X]New Accounting Pronouncements
--------------------------------

In January 2004, the FASB issued FASB Staff  Position  (FSP) 106-1,  "Accounting
and  Disclosure   Requirements  Related  to  the  Medicare   Prescription  Drug,
Improvement and  Modernization  Act of 2003",  which allows companies to elect a
one-time  deferral of the  recognition  of effects of the Medicare  Prescription
Drug Act and  disclosures  related to the plan.  The FASB  allows  the  one-time
deferral  due  to  a  lack  of   clarification   regarding  its  accounting  and
uncertainties  regarding  the effects of the Medicare  Prescription  Drug Act on
plan participants.  For companies  electing the one-time deferral,  the deferral
remains in effect until guidance on the  accounting  for the federal  subsidy is
issued, or until certain other events,  such as a plan amendment,  settlement or
curtailment,  occur.  The  Company is  currently  evaluating  the effects of the
Medicare  Prescription  Drug  Act on the  postretirement  benefit  plan  and its
participants,  and has elected the one-time deferral.  The Company's accumulated
post-retirement benefit obligation and net post-retirement benefit cost for 2003
do not reflect the effects of the Medicare  Prescription Drug Act. Once specific
guidance on the accounting for the federal subsidy is issued, it could result in
a change to previously reported information.

In January of 2003, FASB  Interpretation  No. 46 ("FIN 46"),  "Consolidation  of
Variable Interest Entities and Interpretation of ARB No. 51" was issued and went
into  immediate  effect.  On December 24, 2003, the FASB issued a replacement of
FIN 46 ("FIN 46R"),  which clarified certain  complexities of FIN 46. FIN 46R is
applicable for financial  statements issued for reporting periods that end after
March 5, 2004.  Because the  Company  does not  possess  any  variable  interest
entities,  this  Statement  will not have an impact on its financial  results or
statements.


<PAGE>

CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------


The Topps Company, Inc. and Subsidiaries
(in thousands of dollars, except share data)

<TABLE>
<CAPTION>
====================================================================================
                                                 February      March         March
                Year Ended                       28, 2004     1, 2003       2, 2002
------------------------------------------------------------------------------------
<S>                                             <C>          <C>          <C>
Net sales                                       $ 297,338    $ 290,115    $ 300,180
Cost of sales                                     193,417      188,375      186,339
                                                ---------    ---------    ----------
     Gross profit on sales                        103,921      101,740      113,841

Other income (expense)                                631          184         (215)
Selling, general and administrative expenses       89,957       81,142       77,062
                                                ---------    ---------    ----------
     Income from operations                        14,595       20,782       36,564

Interest income, net                                2,426        2,516        4,894
                                                ---------    ---------    ----------
     Income before provision for income taxes      17,021       23,298       41,458

Provision for income taxes                          4,326        6,362       12,996
                                                ---------    ---------    ----------
     Net income                                 $  12,695    $  16,936    $  28,462
====================================================================================

Net income per share - basic                    $    0.31    $    0.41    $    0.66
                     - diluted                  $    0.31    $    0.40    $    0.64
------------------------------------------------------------------------------------
Cash dividends per share                        $    0.12    $     -      $     -

Weighted average shares outstanding - basic     40,604,000   41,353,000   43,073,000
                                    - diluted   41,515,000   42,065,000   44,276,000
====================================================================================

</TABLE>
See Notes to Consolidated Financial Statements.


<PAGE>

CONSOLIDATED BALANCE SHEETS


The Topps Company, Inc. and Subsidiaries
(in thousands of dollars)

================================================================================
                                                           February      March
                                                           28, 2004     1, 2003
--------------------------------------------------------------------------------
                                     ASSETS
--------------------------------------------------------------------------------
Current assets:

     Cash and cash equivalents .......................    $ 93,837     $114,259
     Accounts receivable, net ........................      30,109       24,677
     Inventories .....................................      33,009       30,337
     Income tax receivable ...........................       2,697        2,029
     Deferred tax assets .............................       1,505        3,267
     Prepaid expenses and other current assets .......      11,691       10,302
                                                          --------     --------
         Total current assets ........................     172,848      184,871

Property, plant and equipment, net ...................      13,786       14,606
Goodwill .............................................      67,586       48,839
Intangible assets, net ...............................      10,474        6,286
Other assets .........................................      10,769        8,399
                                                          --------     --------
TOTAL ASSETS .........................................    $275,463     $263,001
                                                          ========     ========

--------------------------------------------------------------------------------
                      LIABILITIES AND STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------
Current liabilities:

     Accounts payable ................................    $ 10,946     $  9,074
     Accrued expenses and other liabilities ..........      26,249       30,371
     Income taxes payable ............................       2,354        3,942
                                                          --------     --------
         Total current liabilities ...................      39,549       43,387

Deferred income taxes ................................       1,956         --
Other liabilities ....................................      22,681       22,846
                                                          --------     --------
             Total liabilities .......................      64,186       66,233
                                                          --------     --------

Stockholders' equity:

     Preferred stock, par value $.01 per share,
        authorized 10,000,000 shares, none issued ....        --           --
     Common stock, par value $.01 per share,
        authorized 100,000,000 shares,
        issued 49,244,000 in 2004 and 2003 ...........         492          492
     Additional paid-in capital ......................      27,829       27,344
     Treasury stock, 8,632,000 shares in 2004
         and 8,564,000 shares in 2003 ................     (82,287)     (80,791)
     Retained earnings ...............................     270,704      262,877
     Accumulated other comprehensive loss, net of tax       (5,461)     (13,154)
                                                          ---------    ---------
              Total stockholders' equity .............     211,277      196,768
                                                          ---------    ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...........    $275,463     $263,001
                                                          ========     =========
================================================================================

See Notes to Consolidated Financial Statements.


<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS


The Topss Company, Inc. and Subsidiaries
(in thousands of dollars)
<TABLE>
<CAPTION>
========================================================================================
                                                     February      March        March
                Year Ended                           28, 2004     1, 2003      2, 2002
----------------------------------------------------------------------------------------
<S>                                                 <C>          <C>          <C>
Operating Activities

   Net income ...................................   $  12,695    $  16,936    $  28,462
   Non-cash items included in net income:
      Depreciation and amortization .............       6,593        5,038        5,525
      Deferred taxes on income ..................       1,905        1,076       (3,242)
   Net effect of changes in:
      Receivables ...............................      (2,538)      (4,638)      (9,176)
      Inventories ...............................         562       (7,241)         789
      Income taxes receivable/payable ...........      (2,256)       1,201        8,339
      Prepaid expenses and other current assets .      (1,048)       1,505       (7,446)
      Payables and other current liabilities ....      (7,696)      (3,796)     (26,439)
      All other .................................       3,737       (3,881)       4,807
                                                     ---------    ---------    ---------
          Cash provided by operating activities .      11,954        6,200        1,619

Investing Activities

   Purchase of subsidiary .......................     (28,650)        --         (5,680)
   Additions to property, plant and equipment ...      (2,842)      (3,807)      (5,108)
                                                     ---------    ---------    ---------
          Cash used in investing activities .....     (31,492)      (3,807)     (10,788)


Financing Activities

   Exercise of employee stock options ...........       1,770        1,449        5,074
   Dividends paid to shareholders ...............      (4,868)        --           --
   Purchase of treasury stock ...................      (2,781)     (14,305)     (29,364)
                                                     ---------    ---------    ---------
         Cash used in financing activities ......      (5,879)     (12,856)     (24,290)

Effect of exchange rate changes on cash
   and cash equivalents .........................       4,995        3,665       (4,225)
                                                     ---------    ---------    ---------
Net decrease in cash and cash equivalents .......   $ (20,422)   $  (6,798)   $ (37,684)
----------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year ..   $ 114,259    $ 121,057    $ 158,741
Cash and cash equivalents at end of year ........   $  93,837    $ 114,259    $ 121,057
----------------------------------------------------------------------------------------

Supplemental disclosure of cash flow information:
     Interest paid ..............................   $     322    $      91    $      83
     Income taxes paid ..........................   $   6,398    $  12,578    $  24,024
========================================================================================

See Notes to Consolidated Financial Statements.
</TABLE>


<PAGE>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME


The Topps Company, Inc. and Subsidiaries
(in thousands of dollars)

<TABLE>
<CAPTION>
============================================================================================================================
                                                                           Additional                              Other
                                                                 Common      Paid-in    Treasury    Retained   Comprehensive
                                                    Total         Stock      Capital      Stock     Earnings   Income (Loss)
----------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>          <C>         <C>         <C>          <C>          <C>
Stockholders' equity as of 3/4/2001 ...........   $ 196,542    $     484   $  21,758   $ (38,051)   $ 217,479    $  (5,128)

Net income ....................................      28,462         --          --          --         28,462         --
Translation adjustment, net of tax ............      (3,304)        --          --          --           --         (3,304)
Minimum pension liability, net of tax .........      (3,356)        --          --          --           --         (3,356)
    Total comprehensive income ................      21,802         --          --          --         28,462       (6,660)
Purchase of treasury stock ....................     (29,364)        --          --       (29,364)        --           --
Exercise of employee stock options ............       5,074            8       5,066        --           --           --
Stockholders' equity as of 3/2/2002 ...........   $ 194,054    $     492   $  26,824   $ (67,415)   $ 245,941    $ (11,788)
----------------------------------------------------------------------------------------------------------------------------

Net income ....................................      16,936         --          --          --         16,936         --
Translation adjustment, net of tax ............       3,399         --          --          --           --          3,399
Minimum pension liability, net of tax .........      (4,765)        --          --          --           --         (4,765)
    Total comprehensive income ................      15,570         --          --          --         16,936       (1,366)
Purchase of treasury stock ....................     (14,305)        --          --       (14,305)        --           --
Exercise of employee stock options ............       1,449         --           520         929         --           --
Stockholders' equity as of 3/1/2003 ...........   $ 196,768    $     492   $  27,344   $ (80,791)   $ 262,877    $ (13,154)
----------------------------------------------------------------------------------------------------------------------------

Net income ....................................      12,695         --          --          --         12,695         --
Cash dividends ................................      (4,868)        --          --          --         (4,868)        --
Translation adjustment, net of tax ............       6,823         --          --          --           --          6,823
Minimum pension liability, net of tax .........         870         --          --          --           --            870
    Total comprehensive income ................      15,520         --          --          --          7,827        7,693
Purchase of treasury stock ....................      (2,781)        --          --        (2,781)        --           --
Exercise of employee stock options ............       1,770         --           485       1,285         --           --
Stockholders' equity as of 2/28/2004 ..........   $ 211,277    $     492   $  27,829   $ (82,287)   $ 270,704    $  (5,461)
============================================================================================================================


See Notes to Consolidated Financial Statements.
</TABLE>


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:
The consolidated financial statements include the accounts of The Topps Company,
Inc.  and  its  subsidiaries  (the  "Company").   All  intercompany   items  and
transactions have been eliminated in consolidation.

The  Company and its  subsidiaries  operate  and report  financial  results on a
fiscal year of 52 or 53 weeks which ends on the  Saturday  closest to the end of
February.  Fiscal  2002,  fiscal 2003 and fiscal 2004 were all  comprised  of 52
weeks.

Foreign Currency Translation:
The financial statements of subsidiaries outside the United States, except those
subsidiaries  located  in  highly  inflationary  economies  or where  costs  are
primarily U.S. dollar-based,  are generally measured using the local currency as
the  functional  currency.  Assets and  liabilities  of these  subsidiaries  are
translated  at the rates of  exchange as of the  balance  sheet  date,  with the
resultant  translation  adjustments  included in accumulated other comprehensive
income. Income and expense items are translated at the average exchange rate for
the  month.  Gains  and  losses  from  foreign  currency  transactions  of these
subsidiaries are included in net income.  For  subsidiaries  operating in highly
inflationary  economies  or where  inventory  costs are U.S.  dollar-based,  the
financial  statements  are  measured  using the U.S.  dollar  as the  functional
currency.  Gains and losses from balance sheet translation  adjustments are also
included in net income.

Derivative Financial Instruments:
From time to time,  the Company  enters into  contracts  that are  intended  and
effective as hedges of foreign  currency risks  associated  with the anticipated
purchase of  confectionery  inventories from foreign  suppliers.  It also enters
into  contracts  in order to  hedge  risks  associated  with the  collection  of
receivables from certain foreign  countries.  The Company does not hold or issue
derivative financial instruments for trading purposes.

Gains or losses arising from  derivative  financial  instruments are recorded in
earnings.  On March 4, 2001,  the  Company  adopted the  provisions  of SFAS 133
"Accounting for Derivative Instruments and Hedging Activities," as amended. SFAS
133 provides a  comprehensive  standard for the  recognition  and measurement of
derivatives and hedging activities.

Cash Equivalents:
The Company  considers  investments  in highly  liquid debt  instruments  with a
maturity of three months or less to be cash equivalents.

Inventories:
Inventories  are stated at lower of cost or market.  Cost is  determined  on the
first-in, first-out basis.

Property, Plant and Equipment ("PP&E"):
PP&E is stated at cost.  Depreciation is computed using the straight-line method
based on estimated  useful lives of twenty-five  years for  buildings,  three to
twelve years for  machinery,  equipment  and software,  and the remaining  lease
period for  leasehold  improvements.  Expenditures  for new  property,  plant or
equipment that substantially extend the useful life of an asset are capitalized.
Ordinary  repair and maintenance  costs are expensed as incurred.  In accordance
with SFAS 144, the Company periodically evaluates the carrying value of its PP&E
for circumstances which may indicate impairment.

<PAGE>

Intangible Assets:
Intangible assets include trademarks and the value of sports,  entertainment and
proprietary  product rights.  Amortization is by the  straight-line  method over
estimated  lives of up to twenty  years.  Under the  provisions of SFAS 144, the
Company  reviews  intangibles  on at least an annual basis to determine if there
are indicators of impairment. See Note 6 - Intangible Assets.

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

Estimates:
The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  requires  management to make estimates  which affect the
reporting of assets and liabilities as of the dates of the financial  statements
and revenues and expenses during the reporting period. These estimates primarily
relate to the provision for sales returns,  allowance for doubtful  accounts and
inventory obsolescence.  In each case, prior to booking an accounting entry, the
Company does an in-depth review of available information including wholesale and
retail  inventory  levels  and  product  sell-through  in the  case of  returns,
receivables aging and account  credit-worthiness  for the allowance for doubtful
accounts  and  component  and  finished  goods  inventory   levels  and  product
sell-through for obsolescence. Actual results could differ from these estimates.

Reclassifications:
Certain items in the prior years' financial statements have been reclassified to
conform with the current year's presentation.  Beginning in the first quarter of
fiscal 2002, certain development  expenses and autograph and relic costs related
to future  period  releases,  which  previously  had been  included  in  prepaid
expenses and other current assets,  were  reclassified to inventory.  Autograph,
relic and  freight  costs  related  to  merchandise  sold in the  period,  which
previously were included in selling,  general and administrative  expenses, were
reclassified to cost of goods sold.

The Company has adopted EITF Issue 01-9 "Accounting for Consideration Given by a
Vendor to a Customer  (Including  a Reseller of the  Vendor's  Products)"  which
requires certain trade promotion expenses, such as slotting fees, to be reported
as a reduction of net sales rather than as marketing expense.  This presentation
has been reflected on the  Consolidated  Statements of Operations for the fiscal
years ended February 28, 2004, March 1, 2003 and March 2, 2002.

Income Taxes:
The  Company  provides  for  deferred  income  taxes  resulting  from  temporary
differences  between the  valuation of assets and  liabilities  in the financial
statements  and the carrying  amounts for tax  purposes.  Such  differences  are
measured  using  the tax  rates  and laws in  effect  for the years in which the
differences are expected to reverse.

<PAGE>

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

=====================================================
                              As reported   Pro forma
                             (in thousands of dollars,
                                 except share data)
-----------------------------------------------------
                                        2004
                            -------------------------
Net income                     $ 12,695     $ 11,448
Diluted earnings per share     $   0.31     $   0.28
-----------------------------------------------------
                                        2003
                            -------------------------
Net income                     $ 16,936     $ 15,586
Diluted earnings per share     $   0.40     $   0.37
-----------------------------------------------------
                                        2002
                            -------------------------
Net income                     $ 28,462     $ 26,721
Diluted earnings per share     $   0.64     $   0.60
=====================================================


Options  typically vest over a three-year  period.  In determining the preceding
pro  forma  amounts  under  SFAS 123,  the fair  value of each  option  grant is
estimated as of the date of grant using the Black-Scholes  option pricing model.
Following  are the key  assumptions:  $0.16 per share  dividend  on fiscal  2004
options,  but no  dividend on fiscal  2003 and fiscal  2002  options;  risk free
interest rate,  estimated  volatility and expected life as follows:  fiscal 2004
options - 4.4%, 38% and 6.5 years, respectively; fiscal 2003 options - 4.5%, 35%
and 6.5 years,  respectively;  fiscal  2002  options - 5.7%,  59% and 6.7 years,
respectively.

Advertising and Marketing  Expenses:
Advertising  and marketing  expenses (which  encompass media spending,  customer
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. Advertising and marketing expenses are recognized as
incurred,  except when the costs relate to a future  period,  in which case they
are classified as prepaid.

New  Accounting   Pronouncements:
In  November  2002,  the FASB issued FASB  Interpretation  No. 45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness of Others" ("FIN 45") effective for guarantees issued
after December 31, 2002. FIN 45 elaborates on the  disclosures  that a guarantor
must make in its financial  statements  regarding guarantees that it has issued.
Because the Company did not initiate any guarantees in fiscal 2004, the adoption
did not have an effect on its consolidated financial statements.

The Company adopted the provisions of SFAS No. 148,  "Accounting for Stock-Based
Compensation - Transition and  Disclosure"  ("SFAS No. 148")  effective March 1,
2003.   SFAS  No.  148  amends  SFAS  No.  123,   "Accounting   for  Stock-Based
Compensation"  ("SFAS  No.  123")  and  provides  transition  methodology  for a
voluntary  change to the fair  value-based  method of accounting for stock-based
employee  compensation.  In addition,  SFAS No. 148 requires  disclosure in both
annual and interim financial  statements  regarding the method of accounting for
stock-based  employee  compensation  and its  impact on  reported  results.  The
Company currently accounts for stock option-based employee compensation based on
the intrinsic  value of stock options.  SFAS No. 148 did not require the Company
to change its accounting.

<PAGE>

In  December  2003,  the FASB  issued SFAS No. 132  (revised  2003)  "Employers'
Disclosures about Pensions and Other Postretirement Benefits" ("SFAS No. 132R").
This  Statement  amends the SFAS 132  disclosure  requirements  to require  more
complete  information about pension and  postretirement  benefits in both annual
and interim  financial  statements  as well as to increase the  transparency  of
financial reporting related to those plans and benefits.  Effective February 28,
2004,  the Company  adopted the  disclosure  requirements  of SFAS No. 132R. The
required  disclosures under the provisions of SFAS No. 132R are included in Note
11 - Employee Benefit Plans.

In April 2003,  the FASB issued SFAS No. 149,  "Amendments  of Statement  133 on
Derivative Instruments and Hedging Activities", which is effective for contracts
and  hedging  activities  entered  into  after  June 30,  2003.  This  Statement
clarifies financial  accounting and reporting for derivative  instruments.  This
Statement did not have a material effect on the Company's consolidated financial
statements.

In August  2003,  the  Company  adopted  SFAS No. 150,  "Accounting  for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." This
Statement  requires that certain financial  instruments with  characteristics of
both  liabilities and equity be classified as liabilities,  whereas  previously,
many of these instruments were classified as equity. This Statement did not have
any impact on the  Company's  consolidated  results of  operations  or financial
position.



NOTE 2 - EARNINGS PER SHARE

Earnings per share ("EPS")is  computed in accordance with SFAS No. 128 "Earnings
Per Share" and both basic and diluted EPS figures are  provided in this  report.
Basic EPS is computed using weighted average shares outstanding.  Diluted EPS is
computed using weighted average shares outstanding plus additional shares issued
as if in-the-money options were exercised (utilizing the treasury stock method).

The following  table  represents  the  computation of weighted  average  diluted
shares outstanding:

================================================================================
                                         February        March        March
                Year Ended               28, 2004       1, 2003      2, 2002
--------------------------------------------------------------------------------
Weighted average shares outstanding:

Basic ................................   40,604,000   41,353,000   43,073,000
Dilutive stock options ...............      911,000      712,000    1,203,000
Diluted ..............................   41,515,000   42,065,000   44,276,000
================================================================================


In the above calculation,  the impact of antidilutive  shares,  (i.e., where the
exercise price exceeds the current market price) were not included. These shares
totaled 1,070,103 in 2004, 1,532,000 in 2003 and 469,000 in 2002.



NOTE 3 - ACCOUNTS RECEIVABLE

===============================================================
                                        February        March
                                        28, 2004      1, 2003
---------------------------------------------------------------
                                      (in thousands of dollars)

Gross receivables                       $ 52,843     $ 43,250
Reserve for estimated returns            (19,516)     (16,443)
Other reserves                            (3,218)      (2,130)
                                        --------     --------
     Net receivables                    $ 30,109     $ 24,677
===============================================================

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

<PAGE>


NOTE 4 - INVENTORIES
===============================================================
                                        February       March
                                        28, 2004      1, 2003
---------------------------------------------------------------
                                      (in thousands of dollars)
Raw materials                           $  5,571      $  6,162
Work in process                            2,824         2,229
Finished product                          24,614        21,946
                                        --------      --------
     Total inventory                    $ 33,009      $ 30,337
===============================================================



NOTE 5 - PROPERTY, PLANT AND EQUIPMENT, NET

===============================================================
                                        February        March
                                        28, 2004      1, 2003
---------------------------------------------------------------
                                      (in thousands of dollars)

Land                                    $     42      $     42
Buildings and improvements                 2,676         2,278
Machinery, equipment and software         29,631        26,621
                                        --------      --------
     Total PP&E                         $ 32,349      $ 28,941
Accumulated depreciation
  and amortization                       (18,563)      (14,335)
                                        --------      --------
     Net PP&E                           $ 13,786      $ 14,606
===============================================================



NOTE 6 - INTANGIBLE ASSETS

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

The table below compares  reported  earnings and earnings per share for the year
ended March 2, 2002 with reported  earnings and earnings per share  assuming pro
forma  application  of the new  accounting  standard as of the  beginning of the
year.

========================================================
                                           March 2, 2002
--------------------------------------------------------
(in thousands of dollars, except share data)

Net income                                      $ 28,462
Add back: Goodwill amortization                    1,019
                                                --------
Adjusted net income                             $ 29,481
                                                ========

Adjusted basic net income per share             $   0.68
Adjusted diluted net income per share           $   0.67

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

<PAGE>

As  part of the  adoption  process,  the  Company  evaluated  its  goodwill  and
intangible  assets  acquired  prior to June 30,  2002,  and  determined  that no
intangible assets should be reclassified to goodwill and that all its intangible
assets had finite lives.  Furthermore,  the Company  reassessed the useful lives
and residual  values of its  intangible  assets and  determined  that no changes
needed to be made.  In order to conform with the  definitions  contained in SFAS
142,  the Company  reclassified  $1.5  million in deferred  financing  fees from
intangible assets to other assets and $0.8 million in software development costs
from intangible assets to property, plant and equipment. Additionally,  separate
from the implementation of SFAS 142, $1.9 million of deferred tax assets related
to thePit.com  acquisition  were  reclassified  to goodwill.  As a result of the
acquisition of WizKids in July 2003, goodwill and other intangibles increased by
$18.7 million and $6.2  million,  respectively.  (See Note 17 -  Acquisition  of
WizKids, LLC.)

Intangible  assets  consisted of the following as of February 28, 2004 and March
1, 2003:


================================================================================
                                         Gross        Accumulated
        February 28, 2004            Carrying Value   Amortization         Net
--------------------------------------------------------------------------------
                                                (in thousands of dollars)

Licenses & contracts .............       $ 21,569       $(17,272)       $  4,297
Intellectual property ............         18,784        (13,251)          5,533
Software & other .................          2,953         (2,717)            236
FAS 132 pension ..................            408           --               408
                                         --------       ---------       --------
Total intangibles ................       $ 43,714       $(33,240)       $ 10,474
================================================================================

                                         Gross        Accumulated
        March 1, 2003                Carrying Value   Amortization         Net
--------------------------------------------------------------------------------
                                                (in thousands of dollars)

Licenses & contracts .............       $ 21,879       $(16,594)       $  5,285
Intellectual property ............         12,584        (12,473)            111
Software & other .................          2,953         (2,602)            351
FAS 132 pension ..................            539           --               539
                                         --------       ---------       --------
Total intangibles ................       $ 37,955       $(31,669)       $  6,286
================================================================================

<PAGE>

Over the next  five  years  the  Company  expects  the  annual  amortization  of
intangible assets to be as follows:
        ______________________________________
        Fiscal Year                Amount
        -----------                ------
                               (in thousands)
        2005                       $ 1,869
        2006                       $ 1,844
        2007                       $ 1,797
        2008                       $ 1,750
        2009                       $ 1,750
        _____________________________________


Goodwill of the reporting  units is tested for impairment on an annual basis and
between annual tests in certain circumstances.  The impairment test is conducted
at the reporting unit level by comparing the reporting  unit's carrying  amount,
including  goodwill,  to the fair value of the  reporting  unit. If the carrying
amount of the reporting  unit exceeds its fair value, a second step is performed
to measure  the amount of  impairment,  if any.  Further,  in the event that the
carrying  amount  of  the  Company  as  a  whole  is  greater  than  its  market
capitalization,  there is a potential  that some or all of its goodwill would be
considered impaired. The Company conducted an impairment test in connection with
its adoption of SFAS 142 and  subsequently  in 2003 and 2004,  and no impairment
was found as a result of these tests.  However,  no assurances can be given that
future impairment tests of goodwill will not result in an impairment.

Historically,  the Company performed its annual goodwill  impairment test during
its fiscal first quarter.  In fiscal 2004, the date of the test was moved to the
first day of the fourth  quarter,  in order to provide the Company with adequate
time to meet future public reporting requirements. The Company believes that the
accounting change described above is an alternative accounting principle that is
preferable  under the  circumstances  and that the  change was not  intended  to
delay, accelerate or avoid an impairment charge.



NOTE 7 - ACCRUED EXPENSES AND OTHER  LIABILITIES

================================================================================
                                                         February       March
                                                         28, 2004      1, 2003
--------------------------------------------------------------------------------
                                                       (in thousands of dollars)
Royalties ........................................       $ 5,665       $ 6,407
Advertising and marketing expenses ...............         3,713         2,271
Employee compensation ............................         2,946         5,563
Payments received in advance .....................         1,768         3,700
Inventory in transit .............................         1,472         1,656
Deferred rent expense ............................         1,215         1,308
Legal settlement .................................            --         1,612
Other ............................................         9,470         7,854
                                                         -------       -------
   Total .........................................       $26,249       $30,371
================================================================================



NOTE 8 - DEPRECIATION AND AMORTIZATION

======================================================================
                                 February          March        March
                Year Ended       28, 2004        1, 2003      2, 2002
----------------------------------------------------------------------
                                        (in thousands of dollars)

Depreciation expense              $ 4,137        $ 3,756      $ 2,601
Amortization of:
   Intangible assets                2,333          1,160        1,237
   Goodwill                             -              -        1,568
   Deferred financing fees            123            122          119
                                  -------        -------      -------
     Total                        $ 6,593        $ 5,038      $ 5,525
======================================================================

<PAGE>

NOTE 9 - LONG-TERM DEBT

On June 26,  2000,  the  Company  entered  into a credit  agreement  with  Chase
Manhattan Bank and LaSalle Bank National Association. The agreement provides for
a $35.0 million unsecured  facility to cover revolver and letter of credit needs
and expires on June 26, 2004.  Interest rates are variable and a function of the
Company's EBITDA. The credit agreement contains restrictions and prohibitions of
a nature  generally  found in loan  agreements  of this  type and  requires  the
Company, among other things, to comply with certain financial covenants,  limits
the Company's ability to repurchase its shares, sell or acquire assets or borrow
additional  money and prohibits the payment of dividends.  The credit  agreement
may be terminated  by the Company at any time over the four year term  (provided
the Company repays all outstanding  amounts thereunder) without penalty. On June
1, 2002,  the credit  agreement  was  amended to provide  for an increase in the
number of shares of Topps common  stock  permitted  to be  repurchased,  and the
credit  agreement  was  subsequently  amended to permit the payment of dividends
subject to existing  limitations  on share  repurchases.  The full $35.0 million
credit line was available as of February 28, 2004. The Company is in discussions
with the banks regarding the upcoming renewal of its credit agreement.


NOTE 10 - INCOME TAXES

The  Company  provides  for  deferred  income  taxes  resulting  from  temporary
differences  between the  valuation of assets and  liabilities  in the financial
statements  and the carrying  amounts for tax  purposes.  Such  differences  are
measured  using the  enacted  tax rates and laws that will be in effect when the
differences are expected to reverse.

U.S. and foreign  operations  contributed to income before  provision for income
taxes as follows:


===============================================================
                           February       March          March
        Year Ended         28, 2004     1, 2003        2, 2002
---------------------------------------------------------------
                                (in thousands of dollars)

United States              $  7,581     $ 14,157      $ 25,275
Europe                       10,941        7,861        15,744
Canada                         (996)         992           739
Latin America                  (505)         288          (300)
                           ---------    --------      ---------
        Total              $ 17,021     $ 23,298      $ 41,458
===============================================================

<PAGE>

Provision for income taxes consists of:

=========================================================================
                                        February        March       March
                Year Ended              28, 2004      1, 2003     2, 2002
-------------------------------------------------------------------------
                                           (in thousands of dollars)
Current income taxes:
   Federal                              $  (460)     $ 3,899     $ 8,609
   Foreign                                2,771        3,301       3,889
   State and local                          110          146         614
                                        -------      -------     -------
      Total current                     $ 2,421      $ 7,346     $13,112
                                        -------      -------     -------
Deferred income taxes (benefit):
   Federal                              $ 1,341      $  (434)    $  (719)
   Foreign                                  373         (330)        262
   State and local                          191         (220)        341
                                        -------      --------    --------
      Total deferred                    $ 1,905      $  (984)    $  (116)
                                        -------      --------    --------
Total provision for income taxes        $ 4,326      $ 6,362     $12,996
=========================================================================


The total  provision  for  income  taxes was less than the  amount  computed  by
applying the statutory  federal  income tax rate to income before  provision for
income  taxes.  This  difference  is largely due to foreign tax planning and the
impact of lower tax rates in foreign countries as shown below:


================================================================================
                                                February      March      March
                Year Ended                      28, 2004    1, 2003    2, 2002
--------------------------------------------------------------------------------
                                                   (in thousands of dollars)

Computed expected tax provision ............   $  5,956    $  8,154    $ 14,510
Increase in taxes resulting from:
   State and local taxes,
    net of federal tax benefit .............        196         617         900
   Foreign and U.S. tax effects
    attributable to foreign operations......     (2,482)     (1,387)     (2,274)
   Amortization of goodwill ................       --          --           549
   R&D tax credits .........................       (310)       (502)       --
   Other permanent differences .............        966        (520)       (689)
                                               --------    --------    --------
Provision for income taxes .................   $  4,326    $  6,362    $ 12,996
================================================================================


U.S.  income taxes have not been provided on  undistributed  earnings of foreign
subsidiaries,   as  the  Company  considers  such  earnings  to  be  permanently
reinvested in the businesses.  As of February 28, 2004, the cumulative amount of
unremitted earnings from foreign subsidiaries that is expected to be permanently
reinvested was approximately $33.9 million. These undistributed foreign earnings
could become subject to U.S. income tax if remitted,  or deemed  remitted,  as a
dividend.  Determination  of the U.S.  income tax liability on these  unremitted
earnings  is not  practical,  since such  liability,  if any,  is  dependent  on
circumstances  existing  at the time of the  remittance.  During  the year,  the
Company remitted  non-recurring  dividends from two foreign  subsidiaries in the
aggregate  amount of $0.7 million.  The taxes  provided on these  dividends were
fully offset by foreign tax credits.

During  the year,  the  Company  concluded  an audit with the  Internal  Revenue
Service.  The audit related to the fiscal years ended 2000 and 2001 and resulted
in a small refund.

<PAGE>

Taxing authorities  periodically challenge positions taken by the Company on its
tax  returns.  On the basis of  present  information,  it is the  opinion of the
Company's management that any assessments resulting from current tax audits will
not have a material  adverse  effect on the  Company's  consolidated  results of
operations or its consolidated financial position.

The  components of current  deferred  income tax assets and  liabilities  are as
follows:

================================================================================
                                                           February      March
                        Year Ended                         28, 2004     1, 2003
--------------------------------------------------------------------------------
                                                       (in thousands of dollars)
Deferred income tax assets:
    Provision for inventory obsolescence ...............    $ 1,005         852
    Provision for estimated losses on sales returns ....        500       1,290
    Tax  assets of thePit.com ..........................       --           581
                                                            -------     --------
    Total deferred income tax assets ...................    $ 1,505     $ 2,723
--------------------------------------------------------------------------------
Deferred income tax liabilities:
    Amortization .......................................    $ 1,201     $ 1,224
    Depreciation .......................................        710         625
    Post-retirement benefits ...........................     (2,232)     (1,889)
    Other ..............................................      2,277        (504)
                                                            -------     --------
    Total deferred income tax liabilities ..............    $ 1,956     $  (544)
================================================================================


In fiscal 2003,  deferred  income tax assets and deferred income tax liabilities
have been combined and are shown as a net  $3,267,000  deferred tax asset on the
balance sheet.



NOTE 11 - EMPLOYEE BENEFIT PLANS

The Company maintains  qualified and  non-qualified  defined benefit pensions in
the U.S. and Ireland as well as a postretirement healthcare plan in the U.S. for
all eligible non-union personnel (the "Plans").  The Company also contributes to
a  multi-employer  defined pension plan for its union  employees.  The Company's
policy is to fund the domestic  plans in accordance  with the limits  defined by
the  Employee  Retirement  Income  Security  Act of 1971  and  U.S.  income  tax
regulations.  The Ireland plan is funded in accordance  with local  regulations.
The Company  contributed a total of $5.0 million in funding to its pension plans
in fiscal 2004 and estimates fiscal 2005  contributions  at  approximately  $4.6
million.

In addition,  the Company sponsors a defined  contribution plan, which qualifies
under  Sections  401(a) and 401(k) of the  Internal  Revenue  Code (the  "401(k)
Plan").  While all non-union employees are eligible to participate in the 401(k)
Plan,  participation is optional.  The Company does not contribute to the 401(k)
Plan.

The Company's strategy is to fund its defined benefit plan obligations. The need
for future  contributions  will be based on changes in the value of plan assets,
movements in interest rates and assumptions  regarding employee demographics and
compensation.  The asset  allocation for the Company's U.S. pension plans at the
end of 2004 and 2003, and the target allocation for 2005 by asset category is as
follows:

<PAGE>

=========================================================
                                Percentage of Plan Assets
                                2005       2004      2003
---------------------------------------------------------
Asset Category
--------------
Equity Securities                59%        58%       43%
Debt Securities                  41%        38%       49%
Cash                              -          4%        8%
=========================================================


The  expected  rate of return on plan  assets is  estimated  using a variety  of
factors including long-term  historical returns, the targeted allocation of plan
assets and expectations regarding future market returns for both equity and debt
securities. The measurement date for all Topps plans is February 28, 2004.

The following tables summarize benefit costs, benefit  obligations,  plan assets
and the funded  status of the  Company's  U.S. and Irish  pension plans and U.S.
postretirement healthcare benefit plan:

<TABLE>
<CAPTION>
================================================================================================
                                                                             Postretirement
                                                          Pension               Healthcare
------------------------------------------------------------------------------------------------
                                                   February      March     February     March
                                                   28, 2004     1, 2003    28, 2004    1, 2003
------------------------------------------------------------------------------------------------
                                                            (in thousands of dollars)
<S>                                                <C>         <C>         <C>         <C>
Change In Benefits Obligation
-----------------------------
Benefits obligation at beginning of year .......   $ 37,858    $ 31,662    $  9,518    $  6,981
   Service cost ................................      1,383       1,184         283         225
   Interest cost ...............................      2,390       2,316         602         514
   Benefits paid ...............................     (2,524)     (1,120)       (576)       (546)
   Actuarial (gains) losses ....................        (98)      3,376         928       2,390
   Participants' contributions .................         25          23        --          --
   Curtailments and special termination benefits       --          (201)       --          --
   Foreign currency impact......................        675         618        --           (46)
                                                   --------    --------    --------    --------
Benefit obligation at end of year ..............   $ 39,709    $ 37,858    $ 10,755    $  9,518
================================================================================================

Change in Plan Assets
---------------------
Fair value of plan assets at beginning of year .   $ 18,191    $ 20,329    $   --      $   --
   Actual return on plan assets ................      4,396      (2,445)       --          --
   Employer contributions ......................      4,999         689         576         546
   Benefits paid ...............................     (2,524)     (1,120)       (576)       (546)
   Participants' contributions .................         25          23        --          --
   Foreign currency impact .....................        464         715        --          --
                                                   --------    --------    --------    --------
Fair value of plan assets at end of year .......   $ 25,551    $ 18,191    $   --      $   --
================================================================================================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
================================================================================================
                                                                             Postretirement
                                                          Pension               Healthcare
------------------------------------------------------------------------------------------------
                                                   February      March     February     March
                                                   28, 2004     1, 2003    28, 2004    1, 2003
------------------------------------------------------------------------------------------------
                                                            (in thousands of dollars)
<S>                                                <C>         <C>         <C>         <C>
Funded status
-------------
Funded status at year end ......................   $(14,158)   $(19,667)   $(10,754)   $ (9,518)
Unrecognized actuarial (gains) losses ..........     12,151      15,995       2,229       1,347
Unamortized prior service cost .................        408         539        --          --
Unrecognized initial transition
 obligation (asset) ............................       (761)       (707)      2,099       2,298
                                                   --------    --------    --------    --------
Prepaid (accrued) benefit cost .................   $ (2,360)   $ (3,840)   $ (6,426)   $ (5,873)
================================================================================================
</TABLE>


Amounts recognized in the consolidated balance sheets are as follows:
<TABLE>
<CAPTION>
================================================================================================
                                                                             Postretirement
                                                          Pension               Healthcare
------------------------------------------------------------------------------------------------
                                                   February      March     February     March
                                                   28, 2004     1, 2003    28, 2004    1, 2003
------------------------------------------------------------------------------------------------
                                                            (in thousands of dollars)
<S>                                                <C>         <C>         <C>         <C>
Prepaid benefit cost ...........................   $  3,827    $  1,890    $   --      $   --
Accrued benefit liability ......................    (16,254)    (16,879)     (6,426)     (5,873)
Intangible asset ...............................        408         539        --          --
Accumulated other comprehensive expense ........      9,659      10,610        --          --
Net amount recognized in the consolidated
   balance sheets ..............................   $ (2,360)   $ (3,840)   $ (6,426)   $ (5,873)
================================================================================================
</TABLE>

Prior  service cost  changes are  amortized  on a  straight-line  basis over the
average  remaining  service  period  for  employees  active  on the  date  of an
amendment.  Gains and losses are  amortized  on a  straight-line  basis over the
average remaining service period of employees active on the valuation date.

At the end of fiscal 2004 and 2003,  the  qualified  and  non-qualified  pension
plans  had  projected  and  accumulated  benefit  obligations  in excess of plan
assets, as follows:

<TABLE>
<CAPTION>
======================================================================================================================
For Pension Plans Where:                 Projected Benefit Obligation                Accumulated Benefit Obligation
                                     Exceeds the Fair Value of Plan Assets       Exceeds the Fair Value of Plan Assets
----------------------------------------------------------------------------------------------------------------------
                                     February 28, 2004     March 1, 2003         February 28, 2004     March 1, 2003
----------------------------------------------------------------------------------------------------------------------
                                          (in thousands of dollars)                    (in thousands of dollars)
<S>                                     <C>                  <C>                     <C>                  <C>
Projected benefit obligation            $ 39,709             $ 37,858                $ 35,055             $ 33,990

Accumulated benefit obligation            37,657               33,367                  33,872               30,495
----------------------------------------------------------------------------------------------------------------------
Fair value of plan assets               $ 25,551             $ 18,191                $ 21,299             $ 15,280
======================================================================================================================
</TABLE>

<PAGE>

The  accumulated  benefit  obligation is less than the fair value of plan assets
for the Irish pension plan.

The  postretirement  medical plan has no assets, and the premiums are paid on an
on-going basis. The accumulated  postretirement benefit obligation at the end of
fiscal 2004 and 2003 was $10,755,000 and $9,518,000, respectively.

The weighted-average assumptions used to calculate net period benefit costs are
as follows:
<TABLE>
<CAPTION>
=====================================================================================================
                                   U.S. Pension Plan          Postretirement Healthcare Plan
-----------------------------------------------------------------------------------------------------
                                   2004   2003   2002        2004           2003            2002
-----------------------------------------------------------------------------------------------------
<S>                                <C>    <C>    <C>    <C>             <C>             <C>
Discount rate                      6.3%   7.0%   7.0%         6.3%           7.0%            7.0%
Expected return on plan assets     8.0%   8.5%   8.5%         N/A            N/A             N/A
Rate of compensation increase      4.5%   5.0%   5.0%         N/A            N/A             N/A
Healthcare  cost trend on          N/A    N/A    N/A         10.0%,          7.0%,           7.5%,
   covered charges                                      decreasing to   decreasing to   decreasing to
                                                        5.0% in 2008    5.5% in 2005    5.5% in 2005
=====================================================================================================
</TABLE>

The discount rate and rate of compensation increase for the Ireland Pension Plan
are 5.5% and 3.8%,  respectively for 2004, 6.0% and 4.0%,  respectively for 2003
and 3.8% and 4.0%, respectively for 2002.


The components of net periodic benefit cost are as follows:
<TABLE>
<CAPTION>
====================================================================================================
                                               Pension                Postretirement Healthcare
----------------------------------------------------------------------------------------------------
                                   February     March      March     February     March      March
                                   28, 2004    1, 2003    2, 2002    28, 2004    1, 2003    2, 2002
----------------------------------------------------------------------------------------------------
                                                      (in thousands of dollars)
<S>                                <C>         <C>        <C>        <C>         <C>        <C>
Service cost ...................   $ 1,384     $ 1,184    $ 1,003    $   283     $   225    $  217
Interest cost ..................     2,390       2,316      1,984        602         514       479
Expected return on plan assets .    (1,451)     (1,643)    (1,457)       --          --         --
Amortization of:
   Initial transition obligation       (51)        (51)       180        199         221       221
   Prior service cost ..........       131         133         66        --          --        --
   Actuarial (gains) losses ....     1,117         688        491         47         --        (22)
   Curtailments and special
   termination benefits ........       --          187        --         --          337       --
                                   -------     -------    -------    -------     -------    -------
Net periodic benefit cost ......   $ 3,520     $ 2,814    $ 2,267    $ 1,131     $ 1,297    $  895
====================================================================================================
</TABLE>

Expected benefit payments are as follows:

============================================================
                  Pension     Postretirement       Total
------------------------------------------------------------
2005            $ 1,536,000     $   619,000     $ 2,155,000
2006            $ 2,441,000     $   650,000     $ 3,091,000
2007            $ 2,402,000     $   671,000     $ 3,073,000
2008            $ 2,430,000     $   685,000     $ 3,115,000
2009            $ 3,646,000     $   721,000     $ 4,367,000
2010-2014       $17,459,000     $ 4,019,000     $21,478,000
============================================================

<PAGE>

Increases in healthcare costs could significantly affect reported postretirement
benefits cost and benefit obligations.  A one percentage point change in assumed
healthcare benefit cost trends would have the following effect:

=========================================================================
                                                Increase        Decrease
-------------------------------------------------------------------------
                                                (in thousands of dollars)
On total service and interest
   cost component .........................     $   134         $   (110)
On postretirement benefit
   obligation .............................     $ 1,174         $ (1,002)
=========================================================================



NOTE 12 - STOCK OPTION PLANS

The  Company  has  Stock   Option   Plans  that  provide  for  the  granting  of
non-qualified  stock  options,  incentive  stock options and stock  appreciation
rights (SARs) to employees,  non-employee  directors and consultants  within the
meaning of Section 422A of the Internal Revenue Code.  Options granted generally
vest over two or three years and expire ten years after the grant date.

The following table summarizes information about the Stock Option Plans.
<TABLE>
<CAPTION>
============================================================================================================
                                          February 28, 2004         March 1, 2003          March 2, 2002
-------------------------------------------------------------------------------------------------------------
                                                    Wtd. Avg.               Wtd. Avg.               Wtd. Avg.
                                                    Exercise                Exercise                Exercise
Stock Options                             Shares      Price       Shares      Price       Shares      Price
-------------------------------------------------------------------------------------------------------------
<S>                                     <C>         <C>         <C>         <C>         <C>         <C>
Outstanding at beginning of year        3,756,977   $  6.73     3,956,127   $  6.88     4,309,369   $  6.34
Granted                                   890,000   $  8.52       166,000   $ 10.12       599,306   $ 10.55
Exercised                                (234,680)  $  4.85      (220,750)  $  6.21      (768,335)  $  4.93
Forfeited                                (611,890)  $  9.01      (144,400)  $ 15.68      (184,213)  $ 14.24
Outstanding at end of year              3,800,407   $  6.90     3,756,977   $  6.73     3,956,127   $  6.88
Options exercisable at end of year      2,973,323   $  6.44     3,383,854   $  6.32     3,181,109   $  6.08
Weighted average fair value of
 options granted during the year               $ 2.70                  $ 4.12                  $ 6.86
============================================================================================================
</TABLE>

Summarized  information  about stock  options  outstanding  and  exercisable  at
February 28, 2004 is as follows:

<TABLE>
<CAPTION>

=========================================================================================================
                                            Options Outstanding                    Options Exercisable
---------------------------------------------------------------------------------------------------------
                                                                     Weighted                   Weighted
                                 Outstanding   Weighted Average      Average     Exercisable    Average
                                    as of         Remaining          Exercise       as of       Exercise
Exercise Price Range               2/28/04    Contractual Life       Price         2/28/04       Price
---------------------------------------------------------------------------------------------------------
<S>                               <C>               <C>              <C>          <C>            <C>
$ 1.76 - $ 3.53                     852,534         3.9              $ 2.55         852,534      $ 2.55
$ 3.54 - $ 5.29                     539,936         4.6              $ 4.53         539,936      $ 4.53
$ 5.30 - $ 7.05                     223,000         2.8              $ 6.25         223,000      $ 6.25
$ 7.06 - $ 8.81                   1,113,584         8.6              $ 8.27         294,834      $ 7.59
$ 8.82 - $10.57                     841,103         7.2              $ 9.98         832,769      $ 9.98
$10.58 - $12.34                     230,250         6.9              $11.24         230,250      $11.24
---------------------------------------------------------------------------------------------------------
                                  3,800,407         6.2              $ 6.90       2,973,323      $ 6.44
=========================================================================================================
</TABLE>

<PAGE>

NOTE 13 - CAPITAL STOCK

In October 1999, the Board of Directors of the Company authorized the Company to
purchase up to 5 million shares of its stock. In October 2001, purchases against
this  authorization  were completed,  and the Board of Directors  authorized the
purchase of up to an  additional 5 million  shares of its stock.  As of February
28,  2004,  the  Company  had  purchased  2.9 million  shares  against  this new
authorization.  During  fiscal  2004,  the Company  purchased a total of 318,800
shares at an  average  price per share of $8.69.  Purchases  in the most  recent
quarter were as follows:

<TABLE>
<CAPTION>
============================================================================================================
                                                                       Total Number of      Maximum Number
                                        Total Number     Average    Shares Purchased as   of Shares that May
                                          of Shares    Price Paid     Part of Publicly     Yet be Purchased
           Period                         Purchased     per Share     Announced Plans         Under Plans
-------------------------------------------------------------------------------------------------------------
<S>                                       <C>           <C>              <C>                  <C>
November 30 - December 27, 2003              --                              --               2,116,900
December 28, 2003 - January 24, 2004         --                              --               2,116,900
January 25  - February 28, 2004           63,200        $ 9.06            63,200              2,053,700
                                          ------                          ------
Total                                     63,200                          63,200
============================================================================================================

</TABLE>

NOTE 14 - DIVIDENDS

On June 26,  2003,  the Board of  Directors  of the Company  initiated a regular
quarterly  cash  dividend of $0.04 per share.  In fiscal 2004,  three  quarterly
payments totaling $0.12 per share, or $4.9 million, were made.


NOTE 15 - LEGAL PROCEEDINGS

The Commission of the European  Communities (the  "Commission") is investigating
whether some of Topps Europe's past distribution  arrangements may have violated
European law.  Topps and Topps Europe each formally  responded to a Statement of
Objections that was issued against both companies, and a hearing in front of the
European  Commission  Tribunal took place on October 23, 2003. 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.


NOTE 16 - SEGMENT AND GEOGRAPHIC INFORMATION

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

The Confectionery  segment consists of a variety of lollipop products  including
Ring Pop,  Push Pop and Baby Bottle Pop,  the Bazooka  bubble gum line and other
novelty confectioneries including licensed products.

The  Entertainment  segment primarily  consists of trading cards,  sticker album
products and collectible games.

<PAGE>

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

The Company does not allocate  assets among its business  segments and therefore
does not include a  breakdown  of assets or  depreciation  and  amortization  by
segment.



BUSINESS SEGMENTS

================================================================================
                                             February     March        March
                Year Ended                   28, 2004    1, 2003      2, 2002
--------------------------------------------------------------------------------
                                                (in thousands of dollars)
Net Sales
---------
Confectionery .............................  $147,254    $146,901     $152,127
Entertainment .............................   150,084     143,214      148,053
                                             --------    --------     --------
  Total Net Sales .........................  $297,338    $290,115     $300,180
________________________________________________________________________________
Contributed Margin
------------------
Confectionery .............................  $ 45,734    $ 52,101     $ 54,880
Entertainment .............................    42,467      39,313       47,464
                                             --------    --------     --------
  Total Contributed Margin ................  $ 88,201    $ 91,414     $102,344
________________________________________________________________________________

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

Total contributed margin ..................  $ 88,201    $ 91,414     $102,344
Unallocated general and administrative
 expenses and manufacturing overhead ......   (67,644)    (65,778)     (60,040)
Depreciation & amortization ...............    (6,593)     (5,038)      (5,525)
Other income ..............................       631         184         (215)
--------------------------------------------------------------------------------
   Income from operations .................    14,595      20,782       36,564
Interest income, net ......................     2,426       2,516        4,894
--------------------------------------------------------------------------------
   Income before provision for income taxes  $ 17,021    $ 23,298     $ 41,458
================================================================================


Net sales to  unaffiliated  customers and income from  operations,  as presented
below,  are  based  on  the  location  of the  ultimate  customer.  Income  from
operations  is  defined as  contributed  margin  less  unallocated  general  and
administrative   expenses   and   manufacturing   overhead,   depreciation   and
amortization, and other income. The Canadian entertainment,  Latin American, and
Asian (excluding Japan) businesses are in part supported from the U.S., however,
overhead  costs  have  not  been  allocated  to them.  Identifiable  assets,  as
presented below, are those assets located in each geographic area.

<PAGE>

GEOGRAPHIC AREAS
=========================================================================
                                        February      March      March
        Year Ended                      28, 2004     1, 2003    2, 2002
-------------------------------------------------------------------------
                                            (in thousands of dollars)
Net Sales
---------
United States .....................     $ 203,602   $ 212,496   $ 220,332
Europe ............................        65,135      48,555      48,387
Canada, Latin America and Asia ....        28,601      29,064      31,461
                                        ---------   ---------   ---------
    Total Net Sales ...............     $ 297,338   $ 290,115   $ 300,180
_________________________________________________________________________

Income from Operations
----------------------
United States .....................     $   1,410   $  9,428    $  20,589
Europe ............................         9,535      5,406       11,216
Canada, Latin America and Asia ....         3,650      5,948        4,759
                                        ---------   ---------   ---------
    Total Income from Operations...     $  14,595   $ 20,782    $  36,564
_________________________________________________________________________

Identifiable Assets
-------------------
United States .....................     $ 214,615   $ 214,525   $ 214,271
Europe ............................        55,520      41,020      35,271
Canada, Latin America and Asia ....         5,328       7,456       8,408
                                        ---------   ---------   ---------
    Total Identifiable Assets .....     $ 275,463   $ 263,001   $ 257,950
_________________________________________________________________________
=========================================================================



NOTE 17 - ACQUISITION OF WIZKIDS, LLC


On July 9, 2003, the Company acquired WizKids,  LLC ("WizKids"),  a designer and
marketer  of  collectible   strategy  games,   for  a  cash  purchase  price  of
approximately  $28.4  million.  The  acquisition  was  accounted  for  using the
purchase  method of  accounting.  The financial  statements of WizKids have been
consolidated into the financial statements of the Company subsequent to its date
of  acquisition.  The  allocation  of the  purchase  price is  reflected  in the
financial statements contained herein.

The  total  consideration  paid by the  Company  to  WizKids'  shareholders  was
comprised of $29.5 million in cash,  offset by an adjustment  based on the level
of WizKids  working capital at the closing.  The working  capital  adjustment of
$1,123,500  is the amount by which net working  capital at the closing was short
of the required $3.7 million benchmark level. The purchase price also reflects a
$1,326,130 payment to a third party for associated licenses and estimated legal,
accounting and investment banking fees of $700,000.  The purchase price includes
a $6.2 million  allocation for intellectual  property rights associated with the
WizKids product line which is being amortized over an estimated useful life of 6
years.

<PAGE>

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


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

        =====================================================
        Total consideration                     $ 29,500,000
        Less: Working capital adjustment          (1,123,500)
              Deferred compensation agreement     (2,000,000)
        Plus: Purchase of licenses                 1,326,130
              Estimated transaction costs            700,000
                                                -------------
        Total purchase price                    $ 28,402,630
        =====================================================


The  reconciliation  of the purchase price above to Purchase of Subsidiary shown
on the Consolidated Statement of Cash Flows is as follows:

        =====================================================
        Total purchase price                    $ 28,402,630
        Add:  Deferred compensation agreement      2,000,000
        Less: Cash in subsidiary accounts         (1,732,401)
              Accrued transaction costs           (   20,555)
                                                -------------
        Purchase of Subsidiary in
        Consolidated Statement of Cash Flows    $ 28,649,674
        =====================================================


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

        =====================================================
        Current assets                          $  8,201,851
        Property and equipment                       564,743
        Other assets                                 115,000
        Liabilities                               (5,426,072)
                                                -------------
        Fair value of net assets acquired          3,455,522
        Intangible assets                          6,200,000
        Goodwill                                  18,747,108
                                                ------------
        Total estimated fair value of net
        assets acquired and estimated goodwill  $ 28,402,630
        =====================================================

<PAGE>

The impact of including  WizKids in the  condensed  consolidated  statements  of
operations on a pro forma basis as if the  acquisition  had occurred on March 3,
2002 is as follows:

   =========================================================================
                                        February             March
                Year Ended              28, 2004            1, 2003
   -------------------------------------------------------------------------
                                   (amounts in thousands, except share data)

   Net sales .......................    $ 310,726          $ 324,119
   Income from operations ..........       12,792             25,587
   Net income ......................    $  11,584          $  20,043
                                        ---------          ---------
   Net income per share - basic ....    $    0.29          $    0.48
                        - diluted ..    $    0.28          $    0.48
   =========================================================================


NOTE 18 - ACQUISITION OF THEPIT.COM, INC.

On August 26, 2001, the Company acquired all of the outstanding  common stock of
thePit.com,  Inc., which operates a sports card exchange, for a net $5.7 million
in cash.  The  acquisition  was  accounted  for  using  the  purchase  method of
accounting. The financial statements of thePit.com,  Inc. have been consolidated
into the  financial  statements  of the Company.  As part of the purchase  price
allocation,  $780,000  ($470,000  for  technology  and  $310,000  for  marketing
agreements) was reclassified from goodwill to intangibles and is being amortized
over  5  years.  The  unamortized  balance  of  the  marketing   agreements  was
subsequently  written off in fiscal 2004. The amount of goodwill remaining after
the reclassification was $4.1 million.


NOTE 19 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash,  accounts  receivable,  accounts payable and accrued
liabilities approximates fair value due to their short-term nature.

The Company enters into foreign currency forward  contracts to hedge its foreign
currency exposure.  As of February 28, 2004, the Company had outstanding foreign
currency  forward  contracts,  which will mature at various  dates during fiscal
2005, in the amount of  $22,996,000,  as compared to  $27,286,000 as of March 1,
2003. Over 66% of the contracts will mature within six months.

The fair  value of these  forward  contracts  is the amount  the  Company  would
receive or pay to terminate the contracts.  The approximate  pre-tax cost to the
Company to terminate these  agreements as of February 28, 2004 and March 1, 2003
would have been  $(127,000)  and  $(400,000),  respectively.  The Company may be
exposed to credit losses in the event of  non-performance  by  counterparties to
these  instruments.  Management  believes,  however,  the risk of incurring such
losses  is  remote as the  contracts  are  entered  into  with  major  financial
institutions.

<PAGE>

NOTE 20 - QUARTERLY RESULTS OF OPERATIONS (Unaudited)
<TABLE>
<CAPTION>
====================================================================================================================================
                                                      2004                                              2003
____________________________________________________________________________________________________________________________________
                                   1st          2nd          3rd          4th          1st         2nd          3rd           4th
------------------------------------------------------------------------------------------------------------------------------------
                                                          (in thousands of dollars, except share data)
<S>                             <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
Net sales                       $ 75,992     $ 73,319     $ 78,470     $ 69,557     $ 87,751     $ 70,009     $ 66,667     $ 65,688
Gross profit on sales             28,137       28,767       24,338       22,679       32,635       25,296       21,654       22,155
Income from operations             4,383        7,558          655        1,999       10,665        6,311          813        2,993
------------------------------------------------------------------------------------------------------------------------------------
Net income                         3,521        5,272          982        2,920        7,341        4,692        2,910        1,993
------------------------------------------------------------------------------------------------------------------------------------
Net income per share-basic        $ 0.09       $ 0.13       $ 0.02       $ 0.07       $ 0.17       $ 0.11       $ 0.07       $ 0.05
                    -diluted      $ 0.08       $ 0.13       $ 0.02       $ 0.07       $ 0.17       $ 0.11       $ 0.07       $ 0.05
====================================================================================================================================

</TABLE>


NOTE 21 - OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance  sheet  arrangements that have, or are
reasonably  likely  to  have,  a  current  or  future  effect  on our  financial
condition,  changes in  financial  condition,  revenue or  expenses,  results of
operations,  liquidity,  capital  expenditures  or  capital  resources  that  is
expected to be material.


NOTE 22- COMMITMENTS AND CONTINGENCIES

Future minimum payments under  non-cancelable  leases which extend into the year
2014 are: $2,741,000 (2005),  $2,598,000 (2006),  $2,174,000 (2007),  $1,872,000
(2008), $1,854,000 (2009) and $1,442,000 thereafter. Historically, lease expense
under the  Company's  contracts was  $2,378,000  (2004),  $1,951,000  (2003) and
$1,875,000 (2002).

Future  minimum  payments  required  under the  Company's  existing  sports  and
entertainment  contracts,  with various expiration dates extending into the year
2007, are estimated to be: $11,307,000 (2005), $6,898,000 (2006), and $4,351,000
(2007).  Historically,  the total royalty expense under the Company's sports and
entertainment licensing contracts was $23,912,000 (2004), $25,344,000 (2003) and
$25,669,000 (2002).

The Company has  purchase  obligations  for  inventory  and various  other items
totaling $8,836,000 in fiscal 2005.

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


Board of Directors and Stockholders

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
comprehensive  income,  and cash flows for each of the three years in the period
ended February 28, 2004. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the financial position of The Topps Company, Inc. and Subsidiaries as
of February 28, 2004 and March 1, 2003, and the results of their  operations and
their cash flows for each of the three years in the period  ended  February  28,
2004, in conformity with accounting  principles generally accepted in the United
States of America.

As discussed in Note 6 of the notes to the  consolidated  financial  statements,
the Company  changed its method of accounting for goodwill and other  intangible
assets in 2003.



DELOITTE & TOUCHE LLP
New York, New York
May 4, 2004



MARKET AND DIVIDEND INFORMATION

The  Company's  common stock is traded on the Nasdaq  National  Market under the
symbol TOPP. The following table sets forth, for the periods indicated, the high
and low stock  price for the common  stock as  reported  on the Nasdaq  National
Market as well as cash  dividends per share paid by the Company.  As of February
28, 2004, there were approximately 4,500 shareholders of record.

================================================================================
                          Fiscal Year ended              Fiscal Year ended
                          February 28, 2004                March 1, 2003
________________________________________________________________________________
                       Stock Price      Dividends      Stock Price     Dividends
                     High       Low       Paid        High      Low      Paid
--------------------------------------------------------------------------------

First quarter        $  9.52   $ 7.24    $ -          $ 11.06   $ 9.35    $ -
Second quarter       $  9.25   $ 8.00    $ 0.04       $ 10.57   $ 8.20    $ -
Third quarter        $ 10.75   $ 8.92    $ 0.04       $  9.93   $ 7.36    $ -
Fourth quarter       $ 10.69   $ 8.97    $ 0.04       $  9.97   $ 7.79    $ -

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

<PAGE>


SELECTED CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
===========================================================================================================
                                            2004          2003          2002          2001          2000
___________________________________________________________________________________________________________
                                               (in thousands of dollars, except share data, unaudited)
<S>                                     <C>           <C>           <C>           <C>           <C>
OPERATING DATA:

Net sales ...........................   $   297,338   $   290,115   $   300,180   $   437,440   $   374,193
Gross profit on sales ...............       103,921       101,740       113,841       199,911       166,895
Selling, general and
 administrative expenses ............        89,957        81,142        77,062        80,958        72,798
Income from operations ..............        14,595        20,782        36,564       121,917        94,852
Interest income, net ................         2,426         2,516         4,894         5,717         1,712
Net income ..........................        12,695        16,936        28,462        88,489        59,215

Net income per share - basic ........   $      0.31   $      0.41   $      0.66   $      1.97   $      1.28
                     - diluted ......   $      0.31   $      0.40   $      0.64   $      1.91   $      1.25
Dividends per share .................   $      0.12          --            --            --            --

Wtd. avg. shares outstanding - basic     40,604,000    41,353,000    43,073,000    45,011,000    46,398,000
                             - diluted   41,515,000    42,065,000    44,276,000    46,366,000    47,463,000
___________________________________________________________________________________________________________

BALANCE SHEET DATA:

Cash and equivalents ................   $    93,837   $   114,259   $   121,057   $   158,741   $    75,853
Working capital .....................       133,299       141,484       136,389       140,487        71,952
Net property, plant and equipment ...        13,786        14,606        14,606        11,181         9,181
Long-term debt ......................          --            --            --            --            --
Total assets ........................       275,463       263,001       257,950       280,272       203,313
Stockholders' equity ................       211,277       196,768       194,054       196,542       129,175
===========================================================================================================

</TABLE>


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

Fiscal 2000 Net sales and SG&A do not reflect the  reclassification  of slotting
expenses included in the figures for fiscal 2001, 2002, 2003 and 2004.


<PAGE>


<TABLE>
<CAPTION>
BOARD OF DIRECTORS
------------------
<S>                             <C>                             <C>
Arthur T. Shorin                Ann Kirschner                   Jack H. Nusbaum*
Chairman, Chief Executive       President                       Partner and Chairman
Officer and President           Comma International             Willkie Farr & Gallagher, LLP


Allan A. Feder*                 David Mauer*                    Richard Tarlow
Independent Business            Chief Executive Officer         Chairman
Consultant                      E&B Giftware, LLC               Carlson & Partners


Stephen D. Greenberg            Edward D. Miller                Stanley Tulchin
Managing Director               Former President and CEO        Chairman
Allen & Company, LLC            AXA Financial, Inc.             STA International


</TABLE>


*Nominated to stand for re-election to the Company's Board of Directors at the
2004 Annual Meeting of Stockholders.


<TABLE>
<CAPTION>

OFFICERS
--------
<S>                             <C>                             <C>                                <C>
Arthur T. Shorin                Edward P. Camp                  Ira Friedman                       Catherine K. Jessup
Chairman, Chief Executive       Vice President and President    Vice President - Publishing and    Vice President - Chief
Officer and President           - Hobby Division                New Product Development            Financial Officer


Scott Silverstein               Michael P. Clancy               Warren Friss                       William G. O'Connor
Executive Vice President        Vice President -                Vice President -  Internet         Vice President -
                                International and Managing      Business and General Counsel       Administration
                                Director, Topps
                                International Limited


Ronald L. Boyum                 Michael J. Drewniak             Leon J. Gutmann                    John Perillo
Vice President - Marketing      Vice President -                Assistant Treasurer and            Vice President - Operations
and Sales and General           Manufacturing                   Assistant Secretary
Manager Confectionery

</TABLE>

<TABLE>
<CAPTION>

SUBSIDIARIES
------------
<S>                             <C>                             <C>                                <C>
Topps Argentina, SRL            Topps Canada, Inc.              Topps International Limited        Topps UK Limited
Managing Director -             General Manager -               Managing Director -                Managing Director -
Juan P. Georgalos               Michael Pearl                   Michael P. Clancy                  Jeremy Charter

Topps Europe Limited            Topps Italia, SRL               WizKids, Inc.                      Topps Finance, Inc.
Managing Director -             Managing Director -             President -
Christopher Rodman              Furio Cicogna                   Jordan Weisman                     Topps Enterprises, Inc.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                             <C>                             <C>
CORPORATE  INFORMATION


Annual Meeting                  Corporate Counsel               Registrar and Transfer Agent

Thursday, July 1, 2004          Willkie Farr & Gallagher, LLP   American Stock Transfer & Trust Company
10:30 A.M.                      787 Seventh Avenue              59 Maiden Lane
J.P.  Morgan Chase & Co.        New York, NY 10019              New York, NY 10038
270 Park Avenue                                                 877-777-0800 ext 6820
New York, NY  10017



Investor Relations              Independent Auditors

Brod & Schaffer, LLC            Deloitte & Touche LLP
230 Park Avenue, Suite 1831     Two World Financial Center
New York, NY  10169             New York, NY  10281
212-750-5800

</TABLE>


Form 10-K -- A copy of the  Company's  Annual  Report on Form 10-K as filed with
the Securities and Exchange  Commission is available without charge at the Topps
website www.topps.com or upon written request to the Assistant Treasurer.