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

                                   FORM 10-K/A
(Mark One)
[X]                        ANNUAL REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended February 26, 2005

                                       OR

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

                         Commission file number 0-15817

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


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


   One Whitehall Street, New York, NY                            10004
    (Address of principal executive offices)                   (Zip Code)

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

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

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

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

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

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


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

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


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


<PAGE>


EXPLANATORY NOTE

The Topps Company,  Inc. (the  "Company") is filing this Amendment No. 1 on Form
10-K/A (the  "Amendment")  to the  Company's  Annual on Form 10-K for the fiscal
year ended  February  26,  2005  (which was filed with the  Securities  Exchange
Commission  on May 12, 2005) in order to add footnote  22-  Subsequent  Event to
part IV Item 15, as follows:

Footnote 22 - Subsequent Event

On May 23, 2005 the  Company  entered  into a  Settlement  Agreement  with Media
Technologies,  Inc.  ("Plaintiff") which it would pay Plaintiff an immediate sum
of  $2,000,000.  Plaintiff  agreed to dismiss all claims against the Company and
issue a license to the Company to distribute  relic cards.  The Company  further
agreed that under  certain  conditions  which may arise in the future,  it would
make  additional  payments  to  plaintiff  as part of the ongoing  license.  The
Company  is  currently  evaluating  the  accounting  of the  settlement  and the
license agreement.


Additionally,  the Company is filing  this  Amendment  pursuant to an  exemptive
order issued by the Securities  Exchange  Commission (SEC Release No. 34-50754).
In accordance  with the exemptive  order,  the Company may include  management's
annual  report on internal  control  over  financial  reporting  and the related
report of the Company's  independent  registered  public  accounting  firm in an
amendment to its annual report on Form 10-K not later than forty five days after
the prescribed  period for filing such annual report on Form 10-K. In compliance
with the exemptive order, the Company is filing this Amendment to:

     o    Include  management's annual report on internal control over financial
          reporting; and

     o    Include a Report of  Independent  Registered  Public  Accounting  Firm
          relating  to  the  Company's   assessment  of  internal  control  over
          financial  reporting and the  effectiveness  of internal  control over
          financial reporting.


As a result of this Amendment,  (1) the  certifications  pursuant to Section 302
and  Section  906 of  the  Sarbanes-Oxley  Act of  2002,  filed  and  furnished,
respectively,  as exhibits to the original  filing,  have been  re-executed  and
re-filed  as of the date of this  Amendment;  and (2) a Consent  of  Independent
Registered Public Accounting Firm dated May 23, 2005 to cover its report related
to our internal  control  over  financial  reporting  and the  effectiveness  of
internal control over the financial reporting is being filed.

Except for the  amendments  described  above,  this Amendment does not modify or
update  the  Company's   previously  reported  financial  statements  and  other
financial disclosures in, or exhibits to, the original filing.


<page>




                                     PART I

ITEM 1.  BUSINESS



                               GENERAL DEVELOPMENT

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

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

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

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



                                    PRODUCTS

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

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

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

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

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

<PAGE>

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

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

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


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

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

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

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

<PAGE>

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

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

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

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

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

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

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

<PAGE>

                           DISTRIBUTION AND MARKETING


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

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

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

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


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

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

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

<PAGE>

                                   PRODUCTION

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

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

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


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

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

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

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

<PAGE>

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

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



                        TRADEMARKS AND LICENSE AGREEMENTS

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

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

<PAGE>

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

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

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

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



                                   COMPETITION

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



                                   SEASONALITY

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

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

<PAGE>

                         DEPENDENCE ON CERTAIN CUSTOMERS

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



                                   ENVIRONMENT

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



                                    EMPLOYEES

     The Company employed approximately 485 people in fiscal 2005.

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

     The Company considers relations with its employees to be good.



                           AVAILABILITY OF THIS REPORT

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



                              CAUTIONARY STATEMENTS

     In connection with the "safe harbor"  provisions of the Private  Securities
Litigation  Reform Act of 1995 (the "Reform Act"),  the Company is hereby filing
cautionary  statements  identifying  important  factors  that could cause actual
results  to  differ  materially  from  those  projected  in any  forward-looking
statements  of the Company made by or on behalf of the Company,  whether oral or
written.  The Company wishes to ensure that any  forward-looking  statements are
accompanied  by  meaningful  cautionary  statements  in order to maximize to the
fullest extent  possible the  protections of the safe harbor  established in the
Reform Act. Accordingly,  any such statements are qualified in their entirety by
reference to, and are accompanied  by, the following  important  factors,  among
others,  that could cause the Company's actual results to differ materially from
those projected in forward-looking statements of the Company:

<PAGE>

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

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

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

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

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

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

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

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



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

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

<PAGE>

                        EXECUTIVE OFFICERS OF THE COMPANY

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

ITEM 2.  PROPERTIES

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

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

Scranton, Pennsylvania*             Manufacturing plant         41,000          Owned

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

Cork, Ireland*                             Office                8,000          Leased; 2006

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

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

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

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

</TABLE>

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


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

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

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

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

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

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

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

<PAGE>

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

     On May 23, 2005 the Company entered into a settlement  agreement with Media
Technologies,  Inc.  ("Plaintiff")  in which it would pay Plaintiff an immediate
sum of  $2,000,000.  Plaintiff  agreed to dismiss all claims against the Company
and issue a license to the  Company  to  distribute  relic  cards.  The  Company
further agreed that under certain  conditions which may arise in the future,  it
would make additional  payments to the Plaintiff as part of the ongoing license.
The Company is currently  evaluating  the  accounting of the  settlement and the
license agreement See Footnote 15 - Legal Proceedings


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




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

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


<PAGE>

                                     PART II



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

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



ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

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



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

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



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


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

<PAGE>

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

          None.


ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures


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

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


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

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





<PAGE>





(c) Changes in Internal Control Over Financial Reporting

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


ITEM 9B. OTHER INFORMATION

     Not applicable.


                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

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



ITEM 11. EXECUTIVE COMPENSATION

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



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

<PAGE>

                                     PART IV


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

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

Index to Financial Statements:

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

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

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

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

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

          Notes to Consolidated Financial Statements.



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

                                                                        Page No.


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

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

<PAGE>

(3) Listing of Exhibits

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

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

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

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

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

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

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

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

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

<PAGE>

Index to Exhibits (continued)

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

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

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

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

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

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

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

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

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

Index to Exhibits (continued)

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


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

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

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

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

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

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

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

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

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

     23   Deloitte Consent

<PAGE>

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

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

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

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

*filed herewith

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.


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



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


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

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


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


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


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


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


<PAGE>


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


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

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

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

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

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


                                       S-1



<page>


                             The Topps Company, Inc.
                            Executive Severance Plan
                     Summary Plan Description/Plan Document


     1. General Information

     (a) The Topps Company,  Inc. Executive Severance Plan (the "Plan") provides
a select group of management or highly compensated  designated executives of The
Topps  Company,  Inc. (the  "Company")  with severance pay if they are separated
from service with the Company for the reasons described herein.

     (b)  Notwithstanding  any other  provision of the Plan,  as of the date any
employee becomes an "Eligible  Employee" (as defined below), the Plan supersedes
any and all prior plans, policies, or practices, written or oral, which may have
previously applied governing the payment of severance to such Eligible Employee,
including,  but not limited to The Topps Company, Inc. Severance Plan, effective
February 1, 2003.

     (c) The Plan is adopted and  effective  as of July 1, 2004 (the  "Effective
Date").

     (d) This Summary Plan Description/Plan  Document is intended to comply with
the  requirements  of the Employee  Retirement  Income  Security Act of 1974, as
amended ("ERISA").


     2. Definitions.  For purposes of the Plan, the following  definitions shall
apply:

     (a)  "Base  Salary"  shall  mean  the  Participant's  base  annual  salary,
excluding shift premiums, overtime, bonuses, commissions, other special payments
or any other allowance.

     (b) "Board" shall mean the Board of Directors of the Company.

     (c)  "Cause"  shall  mean that an  Eligible  Employee  has (i)  refused  or
repeatedly  failed to perform the duties assigned to him/her;  (ii) engaged in a
willful or  intentional  act that has the effect of injuring the  reputation  or
business of the Company in any material respect; (iii) continually or repeatedly
been absent from the Company, unless due to serious illness or disability;  (iv)
used illegal drugs or been impaired due to other substances;  (v) been convicted
of any felony; (vi) committed an act of gross misconduct, fraud, embezzlement or
theft against the Company;  (vii) engaged in any act of such extreme nature that
the Company determines to be grounds for immediate dismissal, including, but not
limited to  harassment  of any  nature;  or (viii)  violated a material  company
policy; provided, however, that following a Change in Control, a termination for
Cause pursuant to clause (i) shall only be permitted if the Eligible  Employee's
refusal or  repeated  failure to perform  the duties  assigned  to him/her  were
willful and deliberate on the Eligible Employee's part or committed in bad faith
or without  reasonable  belief  that such  refusal  or  failure  was in the best
interests of the Company.  The  determination of whether any conduct,  action or
failure to act on the part of any Eligible  Employee  constitutes Cause shall be
made by the CEO in the CEO's sole discretion;  provided, however, that following
a Change in Control,  any such determination by the CEO shall be approved by the
Successor Compensation Committee.

     (d)  "Change in  Control"  shall  have the  meaning  assigned  to it in the
Company's  2001 Stock  Incentive  Plan,  except that, in  determining  whether a
Change in  Control  has  occurred,  the fact that the Board may have  previously
approved the acquisition of voting  securities,  or tender or exchange offer for
the purchase of the Company's common stock, shall be disregarded.

<PAGE>

     (e) "CEO" shall mean the Chief Executive Officer of the Company.

     (f) "Disability"  shall mean the Eligible  Employee's  absence from his/her
duties with the Company on a full-time basis for at least 180  consecutive  days
as a result of the  Eligible  Employee's  incapacity  due to  physical or mental
illness.

     (g) "Eligible Employee" shall mean an executive of the Company,  other than
the CEO, who has been selected by the CEO as a covered  employee under this Plan
and  who has  executed  the  Acknowledgment  and  Acceptance  of the  Terms  and
Conditions of the Plan and agreed to be bound by the terms and conditions of the
Plan.

     (h) "Good Reason" shall mean the occurrence of any of the following  events
following a Change in Control,  without the Eligible  Employee's express written
consent:

          (i) the  assignment  to the  Eligible  Employee  of any  duties  which
     constitute,  in any material respect,  a change in the Eligible  Employee's
     position(s),  duties or responsibilities with the Company immediately prior
     to such Change in Control;

          (ii) a  reduction  in the  Eligible  Employee's  Base  Salary or bonus
     opportunity as in effect  immediately prior to such Change in Control or as
     the same may be increased from time to time thereafter;

          (iii) any  requirement  that the Eligible  Employee be based more than
     thirty  (30)  miles  from  the  Eligible  Employee's   principal  place  of
     employment immediately prior to the Change in Control;

          (iv) the  failure  of the  Successor  to (A)  continue  in effect  any
     employee benefit plan or compensation  plan in which the Eligible  Employee
     and  the  Eligible   Employee's   eligible   dependants  are  participating
     immediately  prior to such Change in Control,  unless the Eligible Employee
     is permitted to participate in other plans providing the Eligible  Employee
     with substantially  equivalent benefits in the aggregate or (B) provide the
     Eligible  Employee  with  paid  vacation  in  accordance  with  the  plans,
     practices,  programs  and  policies  of  the  Company  and  its  affiliated
     companies in effect for the  Eligible  Employee  immediately  prior to such
     Change in Control or as in effect  generally  at any time  thereafter  with
     respect to other peer executives of the Company.

     For purposes of this Plan, any good faith determination of Good Reason made
     by the Eligible Employee shall be conclusive;  provided,  however,  that an
     isolated,  insubstantial  and  inadvertent  action  taken in good faith and
     which is remedied by the Successor promptly after receipt of notice thereof
     given by the Eligible Employee shall not constitute Good Reason.

     (i) "Participant" shall mean an Eligible Employee whose employment has been
terminated for any of the reasons set forth in Section 3(b) below.

     (j) "Plan  Administrator"  shall have the meaning assigned to it in Section
6(e) below.

     (k)  "Release"  shall mean an  agreement  releasing  any and all claims the
Participant  may  have  against,   among  others,  the  Company,   its  parents,
subsidiaries,  affiliates  and  each of its  current  and  former  shareholders,
officers, and directors, each of the foregoing in their capacity as such.

     (l)  "Successor"  shall mean the  Company's  successor in interest or other
entity acquiring control of the Company or its assets as a result of a Change in
Control.

<PAGE>

     (m)  "Successor   Compensation   Committee"  shall  mean  the  Compensation
Committee of the Board of Directors of the Successor; provided, however, that if
the Successor does not have a Compensation  Committee,  "Successor  Compensation
Committee"  shall  refer to such  entity's  full Board of  Directors  or similar
governing body.

     (n) "Termination  Date" shall mean the last official work day for which the
Participant receives pay for service with the Company.

     (o) "Years of Service" shall mean a Participant's completed year of service
measured  from  his/her  date of hire by the Company;  provided,  however,  that
following  the  completion  of  the  Participant's  first  Year  of  Service,  a
Participant  will be considered  to have  completed a full Year of Service after
completing six (6) months of service in that year.

     3.   Eligibility for Severance Benefits

     (a) The Plan  Administrator  shall  provide  each  Eligible  Employee  with
written notice of his/her  eligibility in the Plan. Such  notification  shall be
delivered  to the  Eligible  Employee  as  soon  as  practicable  following  the
Effective Date.

     (b) An Eligible  Employee shall become a "Participant" for purposes of this
Plan, if his/her employment is terminated for any of the following reasons:

          (i)  Termination  of employment by the Company  without Cause and such
     termination  is  unrelated  to a  Change  in  Control  of  the  Company  (a
     "Non-Change in Control Termination"), or

          (ii)  Termination  of employment  by (A) the Company  without Cause in
     connection  with a Change in  Control  of the  Company  or within two years
     following a Change in Control of the Company or (B) the  Eligible  Employee
     for Good  Reason  within  two years  following  a Change in  Control of the
     Company  (either  of which  shall be  referred  to as a "Change  in Control
     Termination").

     4. Severance Benefits

     (a) Severance Benefit Amounts.

          (i) Non-Change in Control Termination.  Subject to Section 4(b) below,
     in the event a Participant becomes entitled to benefits pursuant to Section
     3(b)(i) above,  the Company shall pay to the Participant a lump sum payment
     equal to the sum of (A) six (6) weeks of Base Salary  (determined as of the
     Termination Date) and (B) one (1) week of Base Salary (determined as of the
     Termination Date) for each Year of Service,  provided,  however,  that each
     such Participant  shall receive a minimum of eight (8) weeks of Base Salary
     (determined as of the Termination Date).

          (ii) Change in Control Termination.  Subject to Section 4(b) below, in
     the event a Participant  becomes  entitled to benefits  pursuant to Section
     3(b)(ii) above, the Company shall pay to the Participant a lump sum payment
     equal  to two  (2)  times  the  sum of (A) the  Participant's  Base  Salary
     (determined as of the Termination Date) and (B) the  Participant's  highest
     annual  bonus paid or payable  with respect to any of the last three fiscal
     years of the Company that ended immediately prior to the Termination Date.

     (b) Notwithstanding anything contained herein to the contrary, the payments
to be provided to the Participant as set forth in Section 4(a):

          (i) shall be lieu of any and all benefits otherwise provided under any
     severance pay policy,  plan or program  maintained from time to time by the
     Company  for  its  employees,  including,  but not  limited  to any and all
     provisions  relating to severance or separation benefits that are contained
     in any written  employment  agreement  entered into between the Company and
     the Participant or any offer letter received from the Company; and,

<PAGE>

          (ii) shall not be paid upon  termination  of the  Eligible  Employee's
     employment (A) by the Company for Cause,  (B) by the Eligible  Employee for
     any reason prior to a Change in Control,  (C) by the Eligible  Employee for
     any reason other than Good Reason  following a Change in Control,  (D) as a
     result of the  Eligible  Employee's  death,  or (E) by the Company due to a
     Disability; and

          (iii) shall not be due or paid or made available  hereunder unless and
     until the Participant or his representative has executed a Release, and any
     applicable revocation period described in such Release has expired.

     (c) Taxes on  Severance  Pay.  Severance  payments are  considered  taxable
income. All appropriate federal, state and local taxes will be withheld from all
severance pay.

     (d) Severance  Benefit Offsets.  Payment of severance  benefits pursuant to
this Plan shall not be subject to offset, counterclaim,  recoupment,  defense or
other claim, right or action which the Company may have, provided, however, that
the amount of the severance benefit which any Participant is entitled to receive
under the Plan shall be reduced,  on a dollar for dollar basis,  by all amounts,
if any,  which  the  Participant  is  entitled  to  receive  as a result  of the
circumstances of his or her termination  under the Federal Worker Adjustment and
Retraining Notification Act (Pub. L. 100-379) or other similar federal, state or
local statute.  Payment of severance benefits pursuant to this Plan shall not be
subject to a requirement  that the  Participant  mitigate or attempt to mitigate
damages resulting from the Participant's termination of employment.

     (e)  Continuation  of  Benefits  in the  Event  of  Death.  In the  event a
Participant  dies prior to receipt of his or her entire severance  benefit,  the
remaining  portion of such  severance  benefit shall continue to be paid, in the
same form as it was paid prior to death, to the Participant's  spouse, or if the
Participant is not married on the date of death, to the Participant's estate.

     5. Restrictive Covenants.  In consideration for the benefits provided under
this Plan, each  Participant  hereby agrees and  acknowledges to be bound to the
following restrictive covenants:

     (a) Confidentiality. Except as may be required by law or legal process, the
Participant  shall not at any time  during the course of his/her  employment  or
after  the  Termination  Date  disclose  to any  person  or  entity  or use  any
information not in the public domain or generally known in the industry that the
Company treats as  confidential  or  proprietary,  in any form,  acquired by the
Participant  while  employed by the Company or any  predecessor to the Company's
business or, if acquired following the Termination Date, such information which,
to the Participant's knowledge, has been acquired,  directly or indirectly, from
any person or entity  owing a duty of  confidentiality  to the Company or any of
its  subsidiaries  or  affiliates,  including  but not  limited  to  information
regarding clients,  customers,  investors,  vendors,  suppliers,  trade secrets,
training  programs,  manuals or  materials,  technical  information,  contracts,
systems, procedures,  mailing lists, know-how, trade names, improvements,  price
lists,  financial  or other  data  (including  the  revenues,  costs or  profits
associated with any of the Company's products or services), business plans, code
books,  invoices and other financial  statements,  computer  programs,  software
systems,   databases,  discs  and  printouts,  plans  (business,   technical  or
otherwise),  customer  and industry  lists,  correspondence,  internal  reports,
personnel  files,  sales and  advertising  material or any other  compilation of
information,  written or unwritten,  which is or was used in the business of the
Company or any subsidiaries or affiliates  thereof.  The Participant  agrees and
acknowledges that all of such information,  in any form, and copies and extracts
thereof,  are and shall remain the sole and  exclusive  property of the Company,
and upon the Termination  Date, the Participant  shall return to the Company the
originals and all copies of any such information  provided to or acquired by the
Participant  in connection  with the  performance of his duties for the Company,
and  shall  return  to  the  Company  all  files,  correspondence  and/or  other
communications received,  maintained and/or originated by the Participant during
the course of his/her employment.

<PAGE>

     (b)  Non-Compete.  The Participant  acknowledges  and recognizes the highly
competitive  nature of the  businesses  of the  Company and its  affiliates  and
accordingly agrees that in the event of a Change in Control Termination pursuant
to  Section  3(b)(ii)  above,  during  the six (6) month  period  following  the
Termination Date, the Participant shall not, directly or indirectly,  whether as
an employee,  consultant, owner, shareholder,  partner, member or otherwise, (i)
engage in any  business  for his/her own  account of the type  performed  by the
Company in the geographic  areas where the Company is actively doing business or
soliciting business at the time of the Participant's  termination  ("Competitive
Business");  (ii) enter the employ  of, or render  any  services  to, any person
engaged in a Competitive  Business; or (iii) acquire a financial interest in, or
otherwise  become  actively  involved  with, any person engaged in a Competitive
Business.  Notwithstanding  anything  contained  herein  to  the  contrary,  the
Participant may, directly or indirectly own, solely as an investment, securities
of any person  engaged a  Competitive  Business  which are publicly  traded on a
national or regional stock exchange or on the over-the-counter  market if he/she
(A) is not a controlling person of, or a member of a group which controls,  such
person and (B) does not, directly or indirectly,  own 5% or more of any class of
securities of such person.

     (c)  Non-Solicitation.  In the  event of a Change  In  Control  Termination
pursuant to Section 3(b)(ii) above, for a period of six (6) months following the
Termination  Date, the Participant shall not, whether for his/her own account or
for the account of any other individual, partnership, firm, corporation or other
business organization,  directly or indirectly:  (i) solicit, endeavor to entice
away from the Company or any of its  subsidiaries  or  affiliates,  or otherwise
directly  interfere  with  the  relationship  of  the  Company  or  any  of  its
subsidiaries  or  affiliates  with  any  person  who,  to the  knowledge  of the
Participant,  is or was  within  the then most  recent  twelve-month  period,  a
customer or client of the Company,  its  predecessors or any of its subsidiaries
or (ii) attempt to influence,  persuade or induce, or assist any other person in
so  persuading  or  inducing,  any employee of the Company to give up, or to not
commence, employment or a business relationship with the Company.

     (d)  Non-Disparagement.  The  Participant  agrees  that he/she will make no
disparaging  or  defamatory  comments  regarding  the Company or its  directors,
officers,  shareholders  or  employees  in any  respect  or  make  any  comments
concerning any aspect of the Participant's  relationship with the Company or the
conduct or events which precipitated the Participant's termination of employment
from the Company.  The  obligations of the  Participant  under this Section 5(d)
shall not apply to disclosures  required by applicable law,  regulation or order
of a court or governmental agency.

     (e)  Acknowledgment:  In consideration for the benefits provided under this
Plan,  each  Participant  acknowledges  and  confirms  that (i) the  restrictive
covenants  contained in this Section 5 are  reasonably  necessary to protect the
legitimate  business  interests  of  the  Company,  and  (ii)  the  restrictions
contained in this Section 5 (including without limitation the length of the term
of the provisions of this Section 5) are not overbroad,  overlong, or unfair and
are not the  result  of  overreaching,  duress  or  coercion  of any  kind.  The
Participant further acknowledges and confirms that his/her full, uninhibited and
faithful  observance of each of the  covenants  contained in this Section 5 will
not  cause  him/her  any  undue  hardship,  financial  or  otherwise,  and  that
enforcement  of each of the covenants  contained  herein will not impair his/her
ability to obtain  employment  commensurate  with his/her abilities and on terms
fully  acceptable  to him/her or  otherwise  to obtain  income  required for the
comfortable  support of him/her and his/her family and the  satisfaction  of the
needs of his/her  creditors.  The  Participant  acknowledges  and confirms  that
his/her special  knowledge of the business of the Company is such as would cause
the  Company  serious  injury or loss if  he/she  were to use such  ability  and
knowledge to the benefit of a competitor  or were to compete with the Company in
violation of the terms of this Section 5. The Participant  further  acknowledges
that the restrictions  contained in this Section 5 are intended to be, and shall
be, for the benefit of and shall be enforceable by, the Company's successors and
assigns.

<PAGE>

     (f)  Reformation  by the  Court:  In the  event  that a court of  competent
jurisdiction  shall determine that any provision of this Section 5 is invalid or
more  restrictive  than permitted under the governing law of such  jurisdiction,
then only as to  enforcement of this Section 5 within the  jurisdiction  of such
court,  such provision  shall be interpreted  and enforced as if it provided for
the maximum restriction permitted under such governing law.

     (g)  Injunction:  It is recognized and hereby  acknowledged  by the parties
hereto that a breach by the  Participant  of any of the  covenants  contained in
this  Section 5 will  cause  irreparable  harm and  damage to the  Company,  the
monetary amount of which may be virtually impossible to ascertain.  As a result,
the  Participant  recognizes and hereby  acknowledges  that the Company shall be
entitled to an injunction from any court of competent jurisdiction enjoining and
restraining  any  violation  of any or all of the  covenants  contained  in this
Section 5 by the Participant or any of his/her affiliates,  associates, partners
or agents,  either  directly or  indirectly,  and that such right to  injunction
shall be cumulative  and in addition to whatever  other remedies the Company may
possess.

     6. Administrative Information

     (a)  Plan  Name.  The  full  name of the Plan is The  Topps  Company,  Inc.
Executive Severance Plan.

     (b) Plan's Sponsor.  The Plan is sponsored by The Topps Company,  Inc., One
Whitehall Street, New York, NY 10004-2109, (212) 376-0300.

     (c)  Plan  Number  and  Employer   Identification   Number.   The  employer
identification number (EIN) assigned by the Internal Revenue Service to the Plan
Sponsor is  11-2849283.  The Plan number  assigned  by the  Company  pursuant to
instructions of the United States Department of Labor is 511.

     (d) Type of Plan and Funding.  The Plan is an employee welfare benefit plan
which is maintained  primarily for the purpose of providing benefits to a select
group of management or highly compensated employees. The benefits provided under
the  Plan  are  paid  from  the  Company's  general  assets.  No fund  has  been
established  for the payment of Plan  benefits.  No  contributions  are required
under the Plan.

     (e) Plan Administrator.

          (i)  The  Plan  shall  be   administered   by  the  Vice  President  -
     Administration of The Topps Company,  Inc. (the "VP"),  provided that, with
     respect to benefits  provided  under the Plan to the VP, the Executive Vice
     President of The Topps Company, Inc. (the "EVP") shall administer the Plan;
     further,  provided,  that, following a Change in Control, the Plan shall be
     administered  by the  Successor  Compensation  Committee.  The  term  "Plan
     Administrator"  shall refer to the VP, except as described in the preceding
     sentence,  in which case the "Plan Administrator" shall refer to the EVP or
     the Successor Compensation Committee.

          (ii) The Plan Administrator has full  responsibility for the operation
     of the  Plan.  Supervisors  or  other  officers  of  the  Company  are  not
     authorized  to  interpret  provisions  of the Plan or make  representations
     which are contrary to the provisions of the Plan document as interpreted by
     the Plan  Administrator.  All  correspondence  and requests for information
     should be directed as follows: The Topps Company, Inc., Plan Administrator,
     The Topps Company,  Inc. Severance Plan, One Whitehall Street, New York, NY
     10004-2109, (212) 376-0300.

<PAGE>

          (iii)  Subject  to the  express  provisions  of this  Plan,  the  Plan
     Administrator  shall have sole  authority to interpret the Plan  (including
     any vague or  ambiguous  provisions)  and to make all other  determinations
     deemed  necessary  or advisable  for the  administration  of the Plan.  All
     determinations  and  interpretations  of the  Plan  Administrator  shall be
     final, binding and conclusive as to all persons.

     (f) Agent for  Service  of  Process.  Should  it ever be  necessary,  legal
process may be served on the Plan Administrator at: The Topps Company, Inc., One
Whitehall Street, New York, NY 10004-2109, Attn: General Counsel.

     (g) Type of Administration.  The Plan is administered by The Topps Company,
Inc.

     (h) Plan Year. January 1 - December 31.

     7. Plan Amendment or  Termination.

The Company reserves the right, in its sole and absolute  discretion to amend or
terminate,  in  whole or in part,  any or all of the  provisions  of the Plan by
action  of the  Board  (or a duly  authorized  committee  thereof)  at any time;
provided,  however, that (i) any amendment that would reduce the aggregate level
of benefits or terminate the Plan shall not become effective prior to the second
anniversary  of the Company  giving  notice to the  Eligible  Employees  of such
amendment or termination; and (ii) that any such amendment or termination of the
Plan shall not  affect  the  severance  benefits  payable  under the Plan to any
Participant  whose  Termination Date has occurred prior to the effective date of
the amendment or termination of the Plan.

     8. Other Important Plan Information

     (a) Employment Rights Not Implied.  Participation in the Plan neither gives
you the right to be retained in the employ of the Company, nor does it guarantee
your right to claim any benefit except as outlined in the Plan.

     (b) Governing Law. The construction and  administration of the Plan will be
governed by ERISA.

     (c) No Liability.  No director,  officer,  agent or employee of the Company
shall be  personally  liable  in the  event  the  Company  is unable to make any
payments  under the Plan due to a lack of, or  inability  to access,  funding or
financing,  legal prohibition  (including statutory or judicial  limitations) or
failure  to  obtain  any  required  consent.  In  addition,   neither  the  Plan
Administrator  nor any  employee,  officer or director  of the Company  shall be
personally liable by reason of any action taken with respect to the Plan for any
mistake of judgment made in good faith, and the Company shall indemnify and hold
harmless each employee,  officer or director of the Company,  including the Plan
Administrator,  to whom any  duty or power  relating  to the  administration  or
interpretation of the Plan may be allocated or delegated, against any reasonable
cost or expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Board)  arising out of any act or
omission to act in connection  with the Plan unless arising out of such person's
own fraud, bad faith or gross negligence.

     9. Claims Appeal Procedure

     The following  information is intended to comply with the  requirements  of
ERISA and provides the  procedures an employee may follow if he or she disagrees
with any decision about eligibility for Plan payments.

     (a) An Eligible  Employee will be informed as to whether or not he/she is a
Participant  under the Plan, and thereby entitled to benefits under the Plan, on
or before the last day worked.  Eligible Employees who believe they are entitled
to  benefits  under  the Plan and do not  receive  notice  of their  status as a
Participant, or who have questions about the amounts they receive, must write to
the Plan  Administrator  within thirty (30) days of the date of their respective
termination.

<PAGE>

     (b) If the Plan  Administrator  denies  an  Eligible  Employee's  claim for
benefits  under the Plan,  the Eligible  Employee  will be sent a letter  within
ninety (90) days (in special cases, more than 90 days may be needed and you will
be notified if this is the case) explaining:

          (i) the specific reason or reasons for the denial;

          (ii) the specific provisions on which the denial is based;

          (iii)  any  additional  material  or  information  necessary  for  the
     Participant to perfect the claim and an explanation of why such material or
     information is necessary; and

          (iv) an explanation of the Plan's claim review procedure.

     (c) If payment is denied or the Eligible Employee disagrees with the amount
of the  payment,  he or she may file a written  request for review  within sixty
(60) days after  receipt of such denial.  This request  should be filed with the
Plan Administrator.  The letter which constitutes the filing of an appeal should
ask for a review and include the reasons why the Eligible  Employee believes the
claim was improperly  denied, as well as any other appropriate data,  questions,
or comments. In addition, an Eligible Employee is entitled to:

          (i) review documents  pertinent to his or her claim at such reasonable
     time and location as shall be mutually  agreeable to the Eligible  Employee
     and the Plan Administrator; and

          (ii) submit  issues and comments in writing to the Plan  Administrator
     relating to its review of the claim.

     (d) A final  decision  will  normally  be reached  within  sixty (60) days,
unless special  circumstances  require an extension of time for  processing,  in
which  case a  decision  will be  rendered  as soon as  possible.  The  Eligible
Employee will receive a written notice of the decision on the appeal, indicating
the specific reasons for the decision as well as specific references to the Plan
provisions on which the decision is based.

     10. Statement of ERISA Rights

     The  following  statement  of ERISA  rights is  required by federal law and
rulings:

     (a) As a person  covered under the Plan, you are entitled to certain rights
and  protections  under ERISA.  This law provides that all people covered by the
Plan are entitled to:

          (i) Receive information about your plan and benefits.

          (ii) Examine, without charge, all plan documents,  including copies of
     all  documents  filed by the Plan with the U.S.  Department of Labor at the
     Plan Administrator's offices.

          (iii) Obtain copies of all plan  documents and other plan  information
     by  writing  to the  Plan  Administrator  and  asking  for  them.  The Plan
     Administrator may make a reasonable charge for the copies.

<PAGE>

     (b) In addition to creating rights for persons  covered by the Plan,  ERISA
imposes  duties upon the people who are  responsible  for the  operation  of the
Plan. The people who operate the Plan, called  "fiduciaries" of the Plan, have a
duty to do so  prudently  and in your  interest and in the interest of the other
people  covered by the Plan.  The law provides  that no one may terminate you or
otherwise  discriminate  against  you in any way to prevent  you from  getting a
benefit or  exercising  your rights under ERISA.  The law provides  that if your
claim for a benefit  is denied in whole or in part,  you will  receive a written
notice  explaining  why your claim was  denied.  You have the right to have your
claim reviewed and reconsidered.

     (c) Under ERISA,  there are steps you can take to enforce your rights.  For
instance,  if you request copies of documents from the Plan Administrator and do
not receive them within thirty (30) days, you may file suit in federal court. In
such a case,  the  court may  require  the Plan  Administrator  to  provide  the
documents and pay up to $110 a day until you receive them,  unless they were not
sent because of reasons beyond the control of the Plan Administrator.

     (d) If you have a claim for benefits  which is denied or ignored,  in whole
or in part, you may file suit in a state or federal court that has jurisdiction.
If it should happen that the people who operate the Plan misuse the Plan's money
or if you are discriminated  against for asserting your rights,  you may ask the
U.S.  Department of Labor for help, or you may file suit in a federal court. The
court will  decide who should pay court  costs and legal  fees.  If your suit is
successful,  the court may order the person you have sued to pay costs and fees.
If you lose,  the court may order you to pay these costs and fees,  for example,
if it finds your claim is frivolous. If you have any questions about your rights
under ERISA,  you should  contact the nearest  office of the Pension and Welfare
Benefits  Administration,  U.S.  Department of Labor,  listed in your  telephone
directory or the Division of Technical  Assistance  and  Inquiries,  Pension and
Welfare  Benefits  Administration,  U.S.  Department of Labor,  200 Constitution
Avenue N.W.,  Washington,  D.C. 20210. You may also obtain certain  publications
about your rights and  responsibilities  under ERISA by calling the publications
hotline of the Pension and Welfare Benefits Administration.

     IN WITNESS  WHEREOF,  the  Company has caused the Plan to be executed as of
the 1st day of July, 2004.



                                                THE TOPPS COMPANY, INC.

                                                By: /s/ William O'Connor
                                                    --------------------
                                                        William O'Connor

<PAGE>


                             THE TOPPS COMPANY, INC.
                            EXECUTIVE SEVERANCE PLAN


                        ACKNOWLEDGMENT AND ACCEPTANCE OF
                      THE TERMS AND CONDITIONS OF THE PLAN



I acknowledge  receipt of a copy of The Topps Company,  Inc. Executive Severance
Plan (the "Plan").  I have familiarized  myself with the information in the Plan
and do hereby agree to be bound by the terms and conditions of the Plan.

I understand  and agree that my  employment  with The Topps  Company,  Inc. (the
"Company")  will  continue  to be  "at-will,"  that  either the Company or I may
terminate  my  employment  relationship  with the Company at any time,  and that
nothing in this Plan is intended to imply or create any  guarantee of employment
between the Company and me.




Employee Signature                              Date





Please sign and return to Bill O'Connor


<PAGE>

                            F'05 STOCKHOLDERS LETTER


Dear Stockholders,

At the conclusion of our letter in last year's Annual  Report,  we said our plan
for the upcoming fiscal year called for financial and strategic  progress.  Fair
to say, we kept only half of that bargain. Were it not for a European Commission
fine  (previously  disclosed)  of $1.9 million,  stemming from an  investigation
initiated back in 2000,  financial results would have  approximated  prior year,
but not ahead as envisioned.

Specifically,  for the fiscal  year  2005,  consolidated  Net Sales were  $295.9
million versus $297.3 million in fiscal '04, with stronger  European  currencies
versus the prior year providing a $6.6 million  benefit.  Income from operations
was $12.0 million,  versus $14.6 in the prior year.  Excluding the fine,  income
from operations in fiscal 2005 would have been $13.9 million.

Similarly,  since the fine was not tax deductible,  its full amount affected net
income which was $11.0 million or $0.27 per diluted  share,  compared with $12.7
million or $0.31 per  diluted  share last  year.  Were it not for the fine,  net
income  would have been $12.9  million or $0.31 per diluted  share,  essentially
flat with the prior year.

Strategic progress is a better story, marked by planned achievement.  During the
year, we commissioned an outside consulting firm to conduct a thorough review of
our  U.S.  Confectionery  and  Entertainment  business  segments  and to help us
develop  potential growth  opportunities for the future. We also gained a better
understanding  of our strengths and weaknesses,  the markets in which we operate
and our competition.

The balance of this letter is  dedicated to providing  you with  background  and
insights  emanating from the strategic study and, to the extent practical,  some
of the steps  contemplated,  or already being taken, toward  implementation.  We
hope you find the discussion of interest.


U.S. CONFECTIONERY
------------------

Over the last five  years,  Topps  has  gained  market  share,  becoming  a more
important player in the non-chocolate confectionery business.

During that time  period,  we built  distribution  with the help of a fact-based
selling approach, demonstrating that our products...

          --   enjoy widespread consumer appeal,

          --   generate high dollars per point of distribution, and

          --   make more money for our trade partners than do many stock keeping
               units (SKU's) of major competitors.

In fact,  according to recent  Nielsen  reports on Food,  Drug and Mass outlets,
three Topps  brands,  Baby Bottle Pop,  Push Pop and Ring Pop are numbers  four,
seven  and  nine,  respectively,  among  the top ten  best-selling  SKU's in the
non-chocolate category.*

--------------------------------------------------------------------------------
*Source: AC Nielsen Total U.S. FDM (excluding Wal-Mart) 52 weeks ended March 19,
2005, dollar sales for non-chocolate  candy category items less than 3.70 ounces
excluding mints, roll candy, breath fresheners, and gum.

<PAGE>

Nonetheless,  sales over this past year were lower than last, due in part to the
impact of industry trends such as retail  consolidation and consumer nutritional
concerns. Because such factors appear to be abating, and the fact that we have a
variety of sales/marketing measures in the works, our plan calls for a return to
organic top line growth in fiscal '06.

Going forward,  we will  concentrate  on further  improvement in the breadth and
quality of our distribution, particularly as regards convenience stores. We will
restore  advertising  investments  to historic  levels or higher,  redesign  our
product development process and bolster sourcing  activities.  More detail about
each of these key areas may be helpful.

Distribution
------------

Reflecting the success of our  distribution  efforts over the last few years, we
have  achieved  an  impressive   presence  at  large  grocery  chains  and  mass
merchandisers.  The strategic study showed that additional promise exists for us
in the  convenience  channel where  previous  in-store  representation  had been
insufficient.  To that end, we have adopted a new  go-to-market  strategy  that,
among other  positives,  will help us take  advantage of this  opportunity.  Our
broker network has been  consolidated,  thus affording us greater  leverage with
retailers by significantly  increasing coverage at store level. We will now have
the benefit of a retail team  visiting  40,000  targeted  convenience  stores at
least  six  times  a  year.   The   incremental   costs  of  doing  so  are  not
inconsequential but, in the long run, this investment should serve us well.

Advertising
-----------

TV advertising is one of the key drivers of our  confectionery  business.  Early
this past year,  based on the strong brand awareness  levels enjoyed by our core
brands--each is over 90% with kids 6-14--we eased up somewhat on our advertising
levels.  The study  helped us  understand  that if we  restored  advertising  to
historical levels, we could expect to see a demonstrable  pay-off.  Accordingly,
we increased ad spending in last year's 4th quarter and plan to exceed  previous
levels in fiscal `06.

New Product Development
-----------------------

To date,  we have taken an  opportunistic  approach to new product  development.
Guided largely by instinct,  we have created  successful  brands  including Ring
Pop,  Push Pop,  Baby  Bottle Pop and,  most  recently,  Juicy  Drop Pop,  which
continues building up a head of steam, so to speak. All tolled,  we've done very
well  with  new  products  but  believe  we can do even  better  through  a more
disciplined,  data driven,  systematic  development process that compliments our
creative capabilities.

Another  key  priority  on  the  new  product  front  will  be to  leverage  our
investments in the brands we create.  This may take the form of line  extensions
and  flankers,  different  packaging  formats  such as value  bags to reach  new
distribution targets and consumers and seasonal  opportunities such as Halloween
and Easter.

Sourcing
--------

We will  support the  decision  to place  greater  emphasis  on new  products by
significantly improving our sourcing capabilities. After all, with the exception
of Ring Pop for North America, we outsource all of our manufacturing.  Today, we
are  under-resourced  in this area, but will begin devoting time,  attention and
funding to improve performance against this important initiative.

One final note on  Confectionery...when  we referred to organic  growth  earlier
--"organic" implied not-by-acquisition.  This is because we believe that for the
most part  prices  commanded  by candy  businesses  today are  simply out of our
reach.  Still,  Topps will continue  keeping an eye open for affordable  product
lines that can strengthen our portfolio and enhance our position in the market.

<PAGE>

U. S. ENTERTAINMENT
-------------------

There are three key aspects to this segment:  Sports Trading  Cards,  Publishing
and Collectible Gaming products.

Turning first to sports cards,  it's no secret that the industry has experienced
a steady decline since reaching historic highs in the early 1990's. In fact, the
current  level of all sport  card  sales is  approximately  $300MM in  wholesale
dollars,  having  trended  down  over the past five  years at an annual  rate of
approximately 15%. Although a number of factors  influenced these declines,  the
study  forcefully  confirmed that the combination of product  proliferation  and
higher pack prices emerged as the key causes for losing young  consumers and the
casual adult collector. Accordingly, going forward three elements will drive our
strategy:

     o    First, as referenced  above, the sheer number of products in stores is
          intimidating  to all but the  most  serious  card  collector,  driving
          consumers  away and  creating  a  barrier  to  bringing  in new  ones.
          Believing that current  negative trends will persist unless there is a
          significant  reduction in the number of products  introduced  into the
          marketplace,  we will  increase  efforts  to  persuade  our  licensing
          partners to aggressively address product proliferation.

     o    Second,  we will  expand  our  efforts  toward  creating  more  sports
          products  that are  specifically  designed for kids.  This is going to
          take  significant  investments of time and money,  but given that kids
          have all but left sports  trading  cards,  the benefit of  recapturing
          them can be  substantial.  Work in this area has already  begun.  As a
          matter  of fact,  a new  product  called  "Hot  Button"  baseball  was
          recently launched in selected test markets.  If it goes well,  rollout
          will occur next year around Opening Day. "Hot Button"  represents step
          one of our drive to "bring 'em back."

     o    Finally,  we will be even  more  aggressive  in our  marketing  to the
          serious collector,  whose purchases  presently fund the business,  and
          who truly  appreciates  our brands and who  represents the most stable
          community of sports card buyers today. Our efforts in this regard will
          include getting closer to these consumers,  strengthening  our product
          development  activities  and enhancing  Topps'  presence  within hobby
          stores.

As regards  Publishing,  we will  continue to  participate  in this  potentially
lucrative  area.  Over  the  years,  we  have  demonstrated  a track  record  of
identifying,  and  in  some  instances  creating,  breakout  opportunities  that
generate meaningful results. Looking ahead, we will be as highly selective about
choosing  licenses  as before  and will  maintain  a focus on only  those  truly
meriting pursuit.

We recently  introduced a line of products  featuring  the final  episode of the
Star Wars saga:  Revenge of the Sith, another milestone in our relationship with
the Lucas Film organization spanning some 25 years. Furthermore, exploitation of
our own  creations -- Garbage Pail Kids and Wacky  Packages -- continues  apace,
and a TV advertising campaign featuring Wacky Packs is scheduled for this coming
August.

<PAGE>

Finally, we believe that Collectible Gaming continues to represent a significant
opportunity, as originally envisioned when we acquired WizKids.

     o    The Collectible Gaming market is just over $1B and growing.

     o    Collectible Miniatures represent a 20% segment in which WizKids is the
          #2 player.

     o    The other 80% is comprised  primarily of Collectible  Card Games which
          accounts  for  much of the  industry's  growth  and  represents  a new
          opportunity for us.

WizKids will remain an important  factor in the miniatures  market.  At the same
time, we will also leverage its impressive  game design,  grass roots  marketing
and culture of innovation  against new collectible  gaming formats,  "Pirates of
the Spanish Main," the first  constructible  strategy game, is a perfect example
of such an effort.  "Pirates" is enjoying good trade and consumer acceptance and
there are a number of other new products in the development  pipeline.  However,
part of our WizKids strategy is to branch out even more broadly.

Coming out of the study,  our view is that  Collectible  Card Games can generate
significant  financial  returns  on  investment,   through  either  licensed  or
internally developed properties.  Given the nature of this business,  the timing
of "hits" is  difficult  to predict.  Even so,  within a 3 to 5-year time frame,
empirical  evidence  suggests  overall  returns on investment  could exceed 20%,
excluding  huge  home  runs  such as a  "Pokemon."  Accordingly,  we  intend  to
systematically  invest in  self-development  and acquisition of licenses for the
Collectible Card Game market. As part of the Topps family,  WizKids provides the
platform for such investment and opportunity.


INTERNATIONAL
-------------

Most of the  initial  strategic  study did not  encompass  overseas  activities,
primarily  due to cost and time  constraints.  However,  a second  phase of work
undertaken recently is focused on improving our operational  processes,  methods
and  procedures  across  the  entire  business.  This  phase  will also  include
assessing opportunities to drive top-line growth abroad.


CONCLUSION
----------

The tireless devotion of our people in Asia, Europe, North and South America has
become a greater  asset  than  ever,  especially  taking  into  account  various
challenges our business has weathered over the last two years. However, the need
to accelerate efforts toward operational excellence persists.

Accordingly, we are sharply focused on cultivating a new performance-driven work
ethic company-wide to facilitate  increased  accountability and productivity and
to drive future growth.  This  represents a significant  cultural change for the
organization, but one that makes eminent sense all around.

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

<PAGE>





TABLE OF CONTENTS




                                                                Page


Stockholders Letter.............................................   37

Financial Highlights............................................   42

Management's Discussion and Analysis of Financial Condition
   and Results of Operations....................................   43

Consolidated Financial Statements................................  51

Notes to Consolidated Financial Statements.......................  55

Management's Report on Internal Control over Financial Reporting.. 80

Reports of Independent Registered Public Accounting Firm.......... 79,81

Market and Dividend Information .................................. 83

Selected Consolidated Financial Data.............................  83

Directors, Officers, Subsidiaries
  and Corporate Information........................ Inside Back Cover

<PAGE>

FINANCIAL HIGHLIGHTS


================================================================================
                                        February      February        March
                                        26, 2005      28, 2004       1, 2003
--------------------------------------------------------------------------------
                                    (in thousands of dollars, except share data)

Net sales ........................   $   295,865   $   297,338   $   290,115

Income from operations ...........        11,967        14,595        20,782

Net income .......................        10,999        12,695        16,936

Cash provided by operations ......        22,930        11,954         6,200

Working capital ..................       138,146       133,299       141,484

Stockholders' equity .............       219,189       211,277       196,768

Per share items:

   Net diluted earnings ..........   $      0.27   $      0.31   $      0.40

   Cash dividend paid ............   $      0.16          0.12   $       --

Average diluted shares outstanding    41,327,000    41,515,000     42,065,000
================================================================================

<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",
"intend", "estimate", "anticipate",  "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:

                                                     Year Ended
================================================================================
                                        February      February        March
                                        26, 2005      28, 2004       1, 2003
--------------------------------------------------------------------------------
                                             (in thousands of dollars)

Confectionery ........................  $143,762      $147,188      $146,901

Entertainment ........................   152,103       150,150       143,214
                                        --------      --------      --------
     Total ...........................  $295,865      $297,338      $290,115
================================================================================



|X|FISCAL 2005 VERSUS 2004*
---------------------------

CONSOLIDATED NET SALES

In fiscal 2005, the Company's  consolidated  net sales  decreased 0.5% to $295.9
million from $297.3 million in fiscal 2004.  Stronger foreign  currencies versus
the prior year added $6.6 million to fiscal 2005 sales.  Excluding the impact of
stronger foreign currencies, net sales decreased 2.7%.

Worldwide net sales of the Confectionery  segment, which includes Ring Pop, Push
Pop,  Baby Bottle Pop,  Juicy Drop Pop and Bazooka  brand bubble gum,  decreased
2.3% to $143.8  million in 2005 from $147.2  million in 2004.  Stronger  foreign
currencies  provided a $2.7 million benefit to fiscal 2005 sales.  Confectionery
products accounted for 49% of the Company's net sales in 2005 and 50% in 2004.

--------------------------------------------------------------------------------
* Unless otherwise  indicated,  all date references to 2005, 2004 and 2003 refer
to the fiscal years ended  February 26,  2005,  February 28, 2004,  and March 1,
2003, respectively.

<PAGE>

Fiscal 2005 U.S.  confectionery  sales were impacted in part by industry  trends
such as consumer nutritional concerns and retail consolidation,  particularly in
the first  nine  months of the year.  Incremental  sales of chewy  products  and
strong gains on Juicy Drop Pop  contributed  favorably to results.  For the full
year,  declines in U.S.  confectionery sales of 2.8% were in line with trends in
the non-chocolate industry. Going forward, the Company intends to improve retail
distribution  particularly  in  the  convenience  channel,  step  up  television
advertising  levels,  re-design its product  development  process and strengthen
sourcing activities.

Net sales of international  confectionery  products were also down comparatively
in fiscal  2005 due to strong  2004  performance  of both Push Pop Flip N'Dip in
Japan and Yu-Gi-Oh!  candy products in Europe.  International  sales represented
32% of total confectionery sales in fiscal 2005 versus 31% in 2004.

Net sales of the  Entertainment  segment,  which includes  cards,  sticker album
collections,  Internet  activities and strategy games,  increased 1.3% in fiscal
2005 to $152.1  million.  Stronger  foreign  currencies  provided a $3.9 million
benefit to fiscal  2005 sales.  Entertainment  products  represented  51% of the
Company's net sales in 2005 and 50% in fiscal 2004.

Within the segment,  sales from  WizKids,  a developer  and marketer of strategy
games acquired in July 2003,  increased $6 million to $22 million,  reflecting a
full year of ownership  in fiscal 2005 versus a partial year in fiscal 2004.  In
late 2005, WizKids created a new product category, constructible strategy games,
and launched two new products,  Pirates and Football Flix. In addition, sales of
European sports products  increased in fiscal 2005,  reflecting the inclusion of
products  featuring  the  European  Football  Championship  held once every four
years.

Net sales of U.S.  sports  products were below the prior year, a function of the
absence of an NHL hockey season and continued industry softness, in general. The
Company believes that this downward trend is due largely to the proliferation of
card and memorabilia  products and to significantly higher price points and that
these are principal  factors in driving  children and the casual adult collector
from the market.

Going  forward,  the  Company  intends to make a case to the  leagues and player
associations  to  address  product  proliferation  in  order to  promote  a more
rational  retail  environment  and a more satisfying  consumer  experience.  The
Company will also focus on creating  sports products  specifically  designed for
kids and market even more aggressively to the core collector.

As anticipated, sales of Internet products were below year ago levels in 2005 as
the Company  reduced  advertising  support and explored new  directions for this
venture. Internet operations were virtually breakeven this year versus a loss of
almost $3 million last year.

Finally,  fiscal 2005 sales of non-sports  publishing  products were impacted by
the absence of strong  licenses,  particularly in the fourth  quarter.  However,
during the year, WWE, Barbie,  Pokemon and Yu-Gi-Oh!  were solid contributors in
Europe and Garbage Pail Kids,  now in its fourth  series,  performed well in the
U.S.


RESULTS OF OPERATIONS

Fiscal 2005 consolidated gross profit as a percentage of net sales was 35.6%, up
from  35.0%  in  2004.  Margins  this  year  were  favorably  impacted  by lower
obsolescence  costs  following  abnormally  high  write-offs  at WizKids and the
domestic  confectionery  and  European  publishing  businesses  in fiscal  2004.
Improved  gross profit  margins also  reflected  lower tooling and mold costs on
WizKids  and  European  confectionery   products.   Partially  offsetting  these
improvements  were higher  autograph and relic costs on U.S. sports cards and an
increase in effective royalties associated with England Premier League products.

<PAGE>

Other income was $1,675,000 in 2005 versus $631,000 last year. This increase was
primarily due to more favorable foreign exchange  translation gains on non-local
currency cash  balances in Europe,  the absence of a write-off  associated  with
closing our Brazilian office last year, and increases in royalty income from the
licensing of our WizKids and confectionery trademarks.

Selling, general & administrative expenses ("SG&A") increased as a percentage of
net sales to 32.1% in 2005 from 30.3% a year ago. SG&A dollar spending increased
to $94.9  million in 2005 from $90.0  million.  A $1.9  million fine paid to the
European Commission and the full year of WizKids ownership versus a partial year
in 2004, were the primary reasons for the dollar increase. Additionally,  higher
professional fees, in particular legal,  Sarbanes-Oxley  and  consulting-related
expenses,  impacted  fiscal 2005 SG&A. The Company  estimates fees paid to third
parties related to Sarbanes-Oxley Section 404 were approximately $1.1 million in
2005.

Within SG&A, full year advertising and marketing  expenses of $23.3 million were
$0.5  million  below  2004 due to reduced  spending  on U.S.  confectionery  and
Internet  products,  partially offset by increased  marketing activity overseas.
U.S. confectionery advertising exceeded historical levels in the fourth quarter.

Net interest income increased  slightly to $2.7 million in fiscal 2005 from $2.4
million in fiscal 2004,  reflecting  rising  interest  rates and higher  average
investment balances.

The fiscal 2005 effective tax rate was 25.0% versus 25.4% in fiscal 2004.

Net income in fiscal 2005 was $11.0 million,  or $0.27 per diluted share, versus
$12.7 million,  or $0.31 per diluted share in 2004.  Excluding the impact of the
non-tax  deductible  European  Commission fine, fiscal 2005 net income was $12.9
million, or $0.31 per diluted share.


|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  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.

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 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.

<PAGE>

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 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 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 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  in  fiscal  2004 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.  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 in fiscal 2004 versus  $184,000 in fiscal 2003.  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  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.

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.

<PAGE>

|X|QUARTERLY COMPARISONS
------------------------

Management believes that  quarter-to-quarter  comparisons of sales and operating
results  are  affected  by  a  number  of  factors.   The  Company's   sales  of
Confectionery products are generally seasonally stronger in the first two fiscal
quarters  of the year.  However,  sales  can be  significantly  impacted  by the
introduction  of new products and line  extensions as well as by advertising and
consumer and trade support programs.

In the  Entertainment  segment,  sales of U.S.  sports  card  products  are sold
throughout  the year,  spanning  the three  major  sports  seasons  in which the
Company  currently  participates:  baseball,  football,  and  basketball.  Topps
Europe's  sales of sports  sticker  albums are driven  largely by  shipments  of
Premier League Soccer products, with much of the sales activity occurring in the
fourth fiscal quarter.  Sales of non-sports cards, sticker albums and games tend
to be impacted by the timing of product  introductions and the property on which
they  are  based,  often  peaking  with  the  release  of a movie or the rise in
popularity of a particular licensed property.

The net result of the above factors is that quarterly  results vary. See Note 20
- Quarterly Results of Operations.


|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.

The  Company  entered  into a credit  agreement  with  Chase  Manhattan  Bank on
September  14,  2004.  The  agreement  provides  for a $30.0  million  unsecured
facility to cover  revolver  and letter of credit needs and expires on September
13, 2007. With the exception of $2.1 million  currently  reserved for letters of
credit,  the $30.0  million  credit line was  available as of February 26, 2005.
(See Note 9 - Long-Term Debt.)

The Company has  reclassified its portfolio of auction rate securities from cash
to short-term  investments  in the  Consolidated  Balance  Sheets,  in line with
recent  clarification  from  regulatory  bodies.  All periods  contained in this
report reflect this  reclassification.  Year-over-year changes in the amounts of
these  securities  are  now  being  shown  under  investing  activities  on  the
Consolidated  Statement  of Cash  Flows.  While these  securities  are no longer
included in cash and cash  equivalents,  the Company believes them to be similar
to a cash equivalent since they can be redeemed at any time at nominal cost.

As of  February  26,  2005,  the  Company  had  $36.4  million  in cash and cash
equivalents.

During fiscal 2005, the Company's net decrease in cash and cash  equivalents was
$20.5 million versus a decrease of $28.7 million in 2004. The fiscal 2005 use of
cash was primarily the result of the purchase of an additional  $33.1 million in
auction rate securities.  The fiscal 2004 cash use was driven by the acquisition
of WizKids for $28.7 million.

<PAGE>

Cash provided by operating  activities  in 2005 was $22.9  million  versus $12.0
million in 2004. The  improvement was primarily due to a decrease in receivables
stemming from lower fourth quarter sales in Europe,  the timing of inventory and
royalty payments and the collection of income tax refunds. These and other items
more than offset the $1.7 million decline in net income in 2005.

Cash used in investing  activities this year of $35.7 million  largely  reflects
the purchase of $33.1 million of auction rate securities. The Company also spent
$2.6  million in  capital  expenditures,  which  included  the first  phase of a
multi-year ERP project as well as Ring Pop production-related  equipment. Fiscal
2006 full year capital  spending is projected  to be  approximately  $4 million,
driven by investments in Ring Pop production equipment and computer software and
hardware.  Capital  spending  will be funded  out of cash  flow  from  operating
activities.

Cash used in  financing  activities  this  year of $8.8  million  reflects  $2.3
million of treasury stock  purchases net of options  exercised plus $6.5 million
in dividend payments,  versus $1.0 million net treasury stock purchases and $4.9
million in dividend payments last year.

Finally,  the $1.0 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 $4.0 million
lower than in 2004.  This  change  reflects a slowdown in the  strengthening  of
European currencies against the U.S. dollar.

In October  2001,  the Board of  Directors  authorized  the  purchase of up to 5
million shares of Company stock.  As of February 2005, the Company had purchased
3.4 million shares against this authorization.  See Note 13 - Capital Stock. The
Company anticipates  purchasing  additional shares in the future to complete the
authorization.


|X|CONTRACTUAL OBLIGATIONS
--------------------------

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

                  Future                    Future
                 Payments                  Payments
                Under Non-                  Under
      Fiscal    Cancelable    Purchase     Royalty
       Year       Leases     Obligations  Contracts      Total
       ----       ------     -----------  ---------      -----
                            (in thousands of dollars)
       2006       $ 2,733      $12,198     $12,088      $27,019
       2007         2,361          175      10,944       13,480
       2008         1,956         -          3,726        5,682
       2009         1,770         -           -           1,770
       2010         1,644         -           -           1,644
   Thereafter       1,139         -           -           1,139



The  Company  anticipates  making a payment of  approximately  $3 - 4 million in
fiscal 2006 for the funding of its qualified pension plans.

<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
and  discusses  the  impact of new  accounting  pronouncements.  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 $22.0 million
in 2005 and $17.4 million in 2004,  which equates to 7.4% and 5.9% of net sales,
respectively.  An increase or  decrease  in the  provision  for returns by 1% of
sales would decrease or increase 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 fifteen years.  Management evaluates the recoverability
of finite-lived intangible assets under the provisions of Statement of Financial
Accounting Standards No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142")
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 and packaging or a reduction in forecasted  sales.
The  provision  for obsolete  inventory was $4.9 million in fiscal 2005 and $7.5
million  in  fiscal  2004,  which  equates  to  1.7%  and  2.5%  of  net  sales,
respectively. An increase or decrease in the provision for obsolescence by 1% of
sales would decrease or increase operating income by approximately $3.0 million.

Income Taxes:
-------------
Deferred  tax assets and  liabilities  represent  the tax  effects of  temporary
book-tax  differences which will become payable or refundable in future periods.
The Company has accrued tax reserves for  probable  exposures  and, as a result,
any  assessments  resulting  from current tax audits  should not have a material
adverse effect on the Company's consolidated net income.

<PAGE>

|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. As of February 26, 2005,
the Company had $26.6 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 foreign exchange 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 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>

CONSOLIDATED STATEMENTS OF OPERATIONS


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


                                                     Year Ended
============================================================================
                                         February     February       March
                                         26, 2005     28, 2004      1, 2003
----------------------------------------------------------------------------

Net sales                               $ 295,865    $ 297,338    $ 290,115
Cost of sales                             190,667      193,417      188,375
                                        ---------    ---------    ----------
     Gross profit on sales                105,198      103,921      101,740

Other income, net                           1,675          631          184
Selling, general and administrative
  expenses                                 94,906       89,957       81,142
                                        ---------    ---------    ----------
     Income from operations                11,967       14,595       20,782

Interest income, net                        2,706        2,426        2,516
                                        ---------    ---------    ----------
     Income before provision for
      income taxes                         14,673       17,021       23,298

Provision for income taxes                  3,674        4,326        6,362
                                        ---------    ---------    ----------
     Net income                         $  10,999    $  12,695    $  16,936
============================================================================

Net income per share - basic            $    0.27    $    0.31    $    0.41
                     - diluted          $    0.27    $    0.31    $    0.40
----------------------------------------------------------------------------
Cash dividends per share                $    0.16    $    0.12    $       -

Weighted average shares
   outstanding - basic                  40,471,000   40,604,000   41,353,000
               - diluted                41,327,000   41,515,000   42,065,000
============================================================================

See Notes to Consolidated Financial Statements.

<PAGE>

CONSOLIDATED BALANCE SHEETS


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

================================================================================
                                                           February     February
                                                           26, 2005     28, 2004
--------------------------------------------------------------------------------
                                     ASSETS
--------------------------------------------------------------------------------
Current assets:

     Cash and cash equivalents .......................    $ 36,442     $ 56,959
     Short-term investments ..........................      69,955       36,878
     Accounts receivable, net ........................      27,851       30,109
     Inventories .....................................      32,936       33,009
     Income tax receivable ...........................         338        2,697
     Deferred tax assets .............................       3,616        1,505
     Prepaid expenses and other current assets .......      14,541       11,691
                                                          --------     --------
         Total current assets ........................     185,679      172,848

Property, plant and equipment, net ...................      12,553       13,786
Goodwill .............................................      67,566       67,586
Intangible assets, net ...............................       8,544       10,474
Other assets .........................................      16,069       10,769
                                                          --------     --------
TOTAL ASSETS .........................................    $290,411     $275,463
                                                          ========     ========

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

     Accounts payable ................................    $ 12,658     $ 10,946
     Accrued expenses and other liabilities ..........      27,485       26,249
     Income taxes payable ............................       7,390        2,354
                                                          --------     --------
         Total current liabilities ...................      47,533       39,549

Deferred income taxes ................................         -          1,956
Other liabilities ....................................      23,689       22,681
                                                          --------     --------
             Total liabilities .......................      71,222       64,186
                                                          --------     --------

Stockholders' equity:

     Preferred stock, par value $.01 per share,
        authorized 10,000,000 shares, none issued ....        --           --
     Common stock, par value $.01 per share,
        authorized 100,000,000 shares,
        issued 49,244,000 in 2005 and 2004 ...........         492          492
     Additional paid-in capital ......................      28,293       27,829
     Treasury stock, 8,790,000 shares in 2005
         and 8,632,000 shares in 2004 ................     (85,060)     (82,287)
     Retained earnings ...............................     275,226      270,704
     Accumulated other comprehensive loss, net of tax          238     (  5,461)
                                                          ---------    ---------
              Total stockholders' equity .............     219,189      211,277
                                                          ---------    ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...........    $290,411     $275,463
                                                          ========     =========
================================================================================

See Notes to Consolidated Financial Statements.

<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS


The Topss Company, Inc. and Subsidiaries
(in thousands of dollars)
<TABLE>
<CAPTION>
                                                                 Year Ended
========================================================================================
                                                     February     February       March
                                                     26, 2005     28, 2004      1, 2003
----------------------------------------------------------------------------------------
<S>                                                 <C>          <C>          <C>
Operating Activities

   Net income ...................................   $  10,999    $  12,695    $  16,936
   Non-cash items included in net income:
      Depreciation and amortization .............       6,261        6,593        5,038
      Deferred taxes on income ..................       1,895        1,905        ( 984)
   Net effect of changes in:
      Receivables ...............................       2,258       (2,538)      (4,638)
      Inventories ...............................          73          562       (7,241)
      Income taxes receivable/payable ...........         580       (2,256)       3,261
      Prepaid expenses and other current assets .      (2,850)      (1,048)       1,505
      Payables and other current liabilities ....       2,948       (7,696)      (3,796)
      All other .................................         766        3,737       (3,881)
                                                     ---------    ---------    ---------
          Cash provided by operating activities .      22,930       11,954        6,200

Investing Activities

   Net purchases of short-term investments ......     (33,077)       (8,303)     (5,525)
   Purchase of subsidiary .......................         --        (28,650)        --
   Additions to property, plant and equipment ...      (2,634)       (2,842)     (3,807)
                                                     ---------    ---------    ---------
          Cash used in investing activities .....     (35,711)      (39,795)     (9,332)


Financing Activities

   Exercise of employee stock options ...........       1,814        1,770        1,449
   Dividends paid to stockholders ...............      (6,477)      (4,868)        --
   Purchase of treasury stock ...................      (4,123)      (2,781)     (14,305)
                                                     ---------    ---------    ---------
         Cash used in financing activities ......      (8,786)      (5,879)     (12,856)

Effect of exchange rate changes on cash
   and cash equivalents .........................       1,050        4,995        3,665
                                                     ---------    ---------    ---------
Net Decrease in Cash and Cash Equivalents .......   $ (20,517)   $ (28,725)   $ (12,323)
----------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year ..   $  56,959    $  85,684    $  98,007
Cash and cash equivalents at end of year ........   $  36,442    $  56,959    $  85,684
----------------------------------------------------------------------------------------

Supplemental disclosure of cash flow information:
     Interest paid ..............................   $     258    $     322    $      91
     Income taxes paid ..........................   $   3,883    $   6,398    $  12,578
========================================================================================
</TABLE>
See Notes to Consolidated Financial Statements.

<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 3/3/2002 ...........   $ 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 .....................      (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         --
Translation adjustment, net of tax ............       6,823  '      --          --          --           --          6,823
Minimum pension liability .....................         870  '      --          --          --           --            870
    Total comprehensive income ................      20,388  '      --          --          --         12,695        7,693
Cash Dividends ................................      (4,868) '      --          --          --         (4,868)        --
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)
-------------------------------------------------------------'--------------------------------------------------------------

Net income ....................................      10,999  '      --          --          --         10,999         --
Translation adjustment, net of tax ............       1,864  '      --          --          --           --          1,864
Minimum pension liability, net of tax .........       3,835  '      --          --          --           --          3,835
    Total comprehensive income ................      16,698  '      --          --          --         10,999        5,699
Cash dividends ................................      (6,477) '      --          --          --         (6,477)        --
Purchase of treasury stock ....................      (4,123) '      --          --        (4,123)        --           --
Exercise of employee stock options ............       1,814  '      --           464       1,350         --           --
Stockholders' equity as of 2/26/2005 ..........   $ 219,189  ' $     492   $  28,293   $ (85,060)   $ 275,226    $     238
============================================================='==============================================================

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  2003,  fiscal 2004 and fiscal 2005 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. The Company has no foreign subsidiaries
operating in highly  inflationary  economies or where  inventory  costs are U.S.
dollar-based  for which the  financial  statements  are measured  using the U.S.
dollar as the functional currency.

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.

Short-term Investments:
-----------------------
Investments in auction rate instruments as well as bank  certificates of deposit
with  maturities  in excess of three  months and subject to an early  withdrawal
penalty are reported as short-term investments.

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

<PAGE>

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, "Accounting for the Impairment or Disposal of Long-lived Assets,"
the  Company  periodically   evaluates  the  carrying  value  of  its  PP&E  for
circumstances which may indicate impairment.

Goodwill and Intangible Assets:
-------------------------------
Goodwill  and  Intangible  Assets  represent  amounts  paid for the  purchase of
businesses in excess of the fair value of the acquired 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 fifteen 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.  Goodwill is not amortized.  Management evaluates the recoverability
of goodwill and finite-lived intangible assets under the provisions of Statement
of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets"
("SFAS 142") based on the projected  undiscounted cash flows attributable to the
individual  assets,  among other  methods.  See Note 6 - Goodwill and 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.  In fiscal 2005, approximately 74% of the Company's sales
were made on a returnable  basis,  and the returns  provision as of February 26,
2005 was $22.0 million.

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.

The Company has classified its portfolio of auction rate securities ("ARS") from
cash  to  short-term  investments,   in  line  with  recent  clarification  from
regulatory  bodies.  The  Company  classified  approximately  $69,955,000  as of
February 26, 2005 and reclassified  $36,878,000,  $28,575,000 and $23,050,000 of
investments  in ARS as of February  28,  2004,  March 1, 2003 and March 2, 2002,
respectively. Year-over-year changes in the accounts of these securities are now
being  reflected under investing  activities on the  Consolidated  Statements of
Cash Flows. The impact of the reclassification on investing activities,  related
to the ARS, was  approximately  ($8,303,000)  and  ($5,525,000) for the two year
period ended February 28, 2004.

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:


                             (In thousands of dollars,
                                 except share data)

                                    Stock-based
                          As         Employee
                        Reported   Compensation     Pro forma
=============================================================
                                        2005
                        -------------------------------------
Net income               $10,999     $ (1,054)       $  9,945
-------------------------------------------------------------
Earnings per share
  Basic                   $ 0.27                       $ 0.25
                        -------------------------------------
  Diluted                 $ 0.27                       $ 0.24
                        -------------------------------------

                                        2004
                        -------------------------------------
Net income               $12,695     $ (1,247)       $ 11,448
-------------------------------------------------------------
Earnings per share
  Basic                   $ 0.31                       $ 0.28
                        -------------------------------------
  Diluted                 $ 0.31                       $ 0.28
                        -------------------------------------

                                        2003
                        -------------------------------------
Net income               $16,936     $ (1,350)       $ 15,586
-------------------------------------------------------------
Earnings per share
  Basic                   $ 0.41                       $ 0.38
                        -------------------------------------
  Diluted                 $ 0.40                       $ 0.37
                        -------------------------------------
=============================================================


Options typically vest within 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 2005 and
2004 options,  but no dividend on fiscal 2003 options;  risk free interest rate,
estimated  volatility and expected life as follows:  fiscal 2005 options - 4.4%,
32% and 5.8 years, respectively;  fiscal 2004 options - 4.4%, 38% and 6.5 years,
respectively; fiscal 2003 options - 4.5%, 35% and 6.5 years, respectively.

<PAGE>

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 $23,336,000 in fiscal 2005,  $23,820,000 in fiscal 2004 and
$20,145,000 in fiscal 2003. Advertising and marketing expenses are recognized as
incurred. Costs relating to future periods are classified as prepaid.


NEW ACCOUNTING PRONOUNCEMENTS

In January 2004, the Financial  Accounting  Standards Board ("FASB") issued FASB
Staff  Position  No. 106-1 ("FSP  106-1"),  which  allowed  companies to elect a
one-time  deferral of the  recognition  of effects of the Medicare  Prescription
Drug Act and disclosures related to the postretirement healthcare plan. The FASB
allowed 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  was to remain in  effect  until  guidance  on the  accounting  for the
federal  subsidy was  issued,  or until  certain  other  events,  such as a plan
amendment,  settlement or curtailment,  had occurred.  The Company has evaluated
the effects of the Medicare Prescription Drug Act on the postretirement  benefit
plan and its participants,  and has elected the one-time deferral.  In May 2004,
the FASB issued FASB Staff  Position No. 106-2 ("FSP 106-2"),  which  superceded
FSP 106-1. FSP 106-2 provides  authoritative  guidance on the accounting for the
Act and specifies the disclosure requirements for employers who have adopted FSP
106-2.  FSP 106-2 is effective for the interim or annual period  beginning after
June 15, 2004. The Company's accumulated  postretirement  benefit obligation and
net  postretirement  benefit  cost for fiscal 2004 and fiscal  2005  reflect the
effects of the Medicare  Prescription  Drug Act. The Medicare  Prescription Drug
Act reduced the Company's  fiscal 2005  postretirement  medical expenses by $0.2
million.

On November  24,  2004,  the FASB issued FASB  Statement  No. 151 to clarify the
accounting  for abnormal  amounts of idle facility  expense,  freight,  handling
costs,  and wasted material  (spoilage).  This statement is effective for annual
periods  beginning  after  June  15,  2005  and  requires  that  those  items be
recognized  as  current  period  charges  regardless  of  whether  they meet the
criterion of "so  abnormal" as defined by Accounting  Research  Bulletin No. 43.
This Statement had no effect on the Company's consolidated results of operations
or financial position.

On  December  16,  2004,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 123 (revised 2004) "Share-Based  Payments"("SFAS  123(r)"),  which
requires that the cost resulting from all  share-based  payment  transactions be
recognized in the financial  statements  starting with interim statements issued
after June 15, 2005.  The SEC has since  extended  the date to be effective  for
fiscal years  beginning  after June 15, 2005.  This statement  establishes  fair
value  as the  measurement  objective  in  accounting  for  share-based  payment
arrangements and requires all entities to apply a  fair-value-based  measurement
method in accounting for share-based payment transactions with employees, except
for equity  instruments held by employee share ownership plans. SFAS 123(r) also
establishes fair value as the measurement objective for transactions in which an
entity  acquires goods or services from  non-employees  in  share-based  payment
transactions.  With limited exceptions,  the amount of compensation cost will be
measured  based  on the  grant-date  fair  value  of  the  equity  or  liability
instruments  issued.  In  addition,  liability  awards will be  remeasured  each
reporting  period.  Compensation cost will be recognized over the period that an
employee  provides service in exchange for the award.  SFAS 123(r) replaces SFAS
No. 123, "Accounting for Stock-Based  Compensation",  and supercedes  Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees". The
Company is  currently  evaluating  the impact of adopting  this  standard on its
future financial statements.

<PAGE>

On December 21, 2004, the FASB issued FASB Staff Position No. 109-2  "Accounting
and Disclosure Guidance for the Foreign Earnings Repatriation Provision With the
American Job Creation Act of 2004" ("FSP 109-2").  The Act introduces a one-time
dividend received deduction on the repatriation of certain foreign earnings to a
U.S.  taxpayer  provided  certain  criteria  are  met.  An  enterprise  that  is
evaluating the repatriation statute shall apply the requirements of FSP 109-2 as
it decides on a plan for reinvestment or repatriation of its unremitted  foreign
earnings.   The  enterprise  shall  measure  the  income  tax  effects  of  such
repatriation  without the  effects of the  repatriation  provision  until it has
decided on a plan. The range of possible  amounts the Company is considering for
repatriation  under this provision is between zero and $11 million.  The related
potential range of income tax effects is between zero and $0.4 million.

In  March  2004,  the FASB  ratified  EITF  Issue  No.  03-1,  "The  Meaning  of
Other-Than-Temporary  Impairment  and its  Application  to Certain  Investments"
("EITF No. 03-1"). In September 2004, the recognition and measurement provisions
of EITF No. 03-1 were delayed.  For reporting  periods  beginning after June 15,
2004, only the disclosure  requirements  for  available-for-sale  securities and
cost method investment are required. The Company does not expect the adoption of
EITF No. 03-1 to have a material effect on its financial condition or results of
operations.


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:


                                              Year Ended
-----------------------------------------------------------------------
                                   February     February        March
                                   26, 2005     28, 2004       1, 2003
-----------------------------------------------------------------------
Weighted average
shares outstanding:
Basic                            40,471,000   40,604,000    41,353,000
-----------------------------------------------------------------------
Dilutive stock options              856,000      911,000       712,000
-----------------------------------------------------------------------
Diluted                          41,327,000   41,515,000    42,065,000
=======================================================================


In the above calculation,  the impact of out-of-the-money  options,  (i.e. where
the  exercise  price  exceeds  current  market  price) was not  included.  These
incremental  shares totaled 823,765 in 2005,  1,070,103 in 2004 and 1,532,000 in
2003.


NOTE 3 - ACCOUNTS RECEIVABLE

                                                      February    February
                                                      26, 2005    28, 2004
---------------------------------------------------------------------------
                                                  (in thousands of dollars)

Gross receivables                                     $ 51,265    $ 52,843
---------------------------------------------------------------------------
Reserve for estimated returns                          (20,824)    (19,516)
---------------------------------------------------------------------------
Other reserves                                          (2,590)     (3,218)
---------------------------------------------------------------------------
     Net receivables                                  $ 27,851    $ 30,109
===========================================================================

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

<PAGE>


NOTE 4 - INVENTORIES

                                         February   February
                                         26, 2005   28, 2004
-------------------------------------------------------------
                                    (in thousands of dollars)

Raw materials                            $  7,468   $  5,571
-------------------------------------------------------------
Work in process                             3,703      2,824
-------------------------------------------------------------
Finished product                           21,765     24,614
-------------------------------------------------------------
     Total inventory                     $ 32,936   $ 33,009
=============================================================


NOTE 5 - PROPERTY, PLANT AND EQUIPMENT, NET

                                     February   February
                                     26, 2005   28, 2004
---------------------------------------------------------
                                (in thousands of dollars)

Land                                 $     42   $     42
---------------------------------------------------------
Buildings and improvements              2,722      2,676
---------------------------------------------------------
Machinery, equipment
and software                           32,219     29,631
---------------------------------------------------------
     Total PP&E                        34,983     32,349
---------------------------------------------------------

Accumulated depreciation              (22,430)   (18,563)
---------------------------------------------------------
     Net PP&E                        $ 12,553   $ 13,786
=========================================================


NOTE 6 - GOODWILL AND INTANGIBLE ASSETS

Goodwill  and  Intangible  Assets  represent  amounts  paid for the  purchase of
businesses in excess of the fair value of the acquired assets. Intangible assets
consist  principally  of licenses  and  contracts,  intellectual  property,  and
software; amortization is by the straight-line method over estimated lives of up
to fifteen years.  Goodwill represents the purchase price less the fair value of
acquired assets and less the appraised value of the intangible assets.  Goodwill
is not  amortized.  Management  evaluates  the  recoverability  of goodwill  and
finite-lived  intangible  assets on the first day of each fiscal fourth  quarter
under the provisions of SFAS 142, based on the projected undiscounted cash flows
attributable  to the individual  assets,  among other  methods.  Prior to fiscal
2004, the measurement date was the first day of each fiscal first quarter.

Licenses and contracts  consist primarily of licensing rights to produce sticker
albums featuring  Premier League soccer players obtained as a part of the Merlin
Publishing  Group  acquisition  in July 1995.  Intellectual  property  refers to
rights including  trademarks and copyrights related to branded products obtained
as part of the July  2003  acquisition  of  Wizkids,  LLC.  Software  and  other
consists of proprietary  software  developed by thePit.com and acquired by Topps
in August 2001.

<PAGE>

Intangible  assets  consisted  of the  following  as of  February  26,  2005 and
February 28, 2004:

                                                   February 26, 2005
================================================================================
                                         Gross        Accumulated
                                     Carrying Value   Amortization         Net
--------------------------------------------------------------------------------
                                                (in thousands of dollars)

Licenses and contracts ...........       $ 21,569       $(17,942)       $  3,627
Intellectual property ............         18,784        (14,284)          4,500
Software and other ...............          2,953         (2,811)            142
FAS 132 pension ..................            275           --               275
                                         --------       ---------       --------
Total intangibles ................       $ 43,581       $(35,037)       $  8,544
================================================================================

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

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


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

                                              Weighted Average
                                                  Remaining
          Category             Useful Life       Useful Life
          --------             -----------       -----------
Licenses and contracts          15 years          5.4 years
Intellectual property            6 years          4.4 years
Software and other               5 years          1.5 years


The weighted average  remaining useful life for the Company's  intangible assets
in  aggregate  is 4.8 years.  Over the next five years the  Company  expects the
annual amortization of intangible assets to be as follows:

Fiscal Year                Amount
-----------                ------
                        (in thousands)
2006                       $ 1,797
2007                       $ 1,750
2008                       $ 1,703
2009                       $ 1,703
2010 and thereafter        $ 1,315

<PAGE>

In  addition  to  the  amortization  of  intangibles   listed  above,   reported
amortization  expense,  which was  $2,458,000 and $2,456,000 for the years ended
February 26, 2005 and February 28, 2004, respectively,  included amortization of
deferred financing fees and deferred compensation costs.

Intangible  assets and goodwill for 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 intangible assets and 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  intangible  assets  and  goodwill  would be
considered  impaired.  The Company completed its annual  impairment  testing for
each of the years presented, and no impairment was found. However, no assurances
can be given that  future  impairment  tests of  goodwill  will not result in an
impairment.


NOTE 7 - DEPRECIATION AND AMORTIZATION

                                              Year Ended
--------------------------------------------------------------------
                                    February    February      March
                                    26, 2005    28, 2004    1, 2003
--------------------------------------------------------------------
                                        (in thousands of dollars)

Depreciation expense                  $3,803     $ 4,137     $3,756
--------------------------------------------------------------------
Amortization of:
   Intangible assets                   1,797       1,881      1,160
   Compensation & other                  570         452         --
   Deferred financing fees                91         123        122
--------------------------------------------------------------------
     Total                            $6,261     $ 6,593     $5,038
====================================================================


NOTE 8 - ACCRUED EXPENSES AND OTHER LIABILITIES

                                  February         February
                                  26, 2005         28, 2004
------------------------------------------------------------
                                  (in thousands of dollars)

Royalties                         $  5,400         $  5,665
------------------------------------------------------------
Advertising and
 marketing expenses                  5,079            3,713
------------------------------------------------------------
Employee compensation                4,031            2,946
------------------------------------------------------------
Payments received in advance         1,555            1,768
------------------------------------------------------------
Inventory in transit                 1,363            1,472
------------------------------------------------------------
Deferred rent expense                1,123            1,215
------------------------------------------------------------
Other                                8,934            9,470
------------------------------------------------------------
   Total                          $ 27,485         $ 26,249
============================================================

<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  for a term of four years,
which ended on June 25, 2004. On June 25, 2004, the credit agreement was amended
to  extend  the  expiration  date for 90 days in order to  provide  the  Company
sufficient time to complete refinancing arrangements. On September 14, 2004, the
Company  entered  into a new credit  agreement  with  JPMorgan  Chase Bank.  The
agreement  provides for a $30.0 million unsecured facility to cover revolver and
letter of credit needs and expires on September  13,  2007.  Interest  rates are
variable and a function of market  rates and 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 sell or
acquire assets or borrow additional money and places certain restrictions on the
purchase of Company shares and the payment of dividends.  The Company cannot pay
dividends and/or purchase Company shares where the total cash outlay exceeds $30
million in three consecutive quarters or $50 million over the term of the credit
agreement.

The credit  agreement  may be  terminated  by the  Company at any point over the
three-year term (provided the Company repays all outstanding amounts thereunder)
without  penalty.  With the  exception  of $2.1 million  currently  reserved for
letters of credit,  the $30.0  million  credit line was available as of February
26, 2005.


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/(loss)  before provision for
income taxes as follows:


                                       Year Ended
-----------------------------------------------------------------
                        February        February         March
                        26, 2005        28, 2004        1, 2003
-----------------------------------------------------------------
                                (in thousands of dollars)
United States           $ 11,650        $ 7,581         $ 14,157
Europe                     4,049         10,941            7,861
Canada                    (1,282)          (996)             992
Latin America                256           (505)             288
                        -----------------------------------------
       Total            $ 14,673        $17,021         $ 23,298
=================================================================

<PAGE>

Provision for income taxes consists of:

                                       Year Ended
-----------------------------------------------------------------
                        February        February         March
                        26, 2005        28, 2004        1, 2003
-----------------------------------------------------------------
                               (in thousands of dollars)
Current income taxes/(benefit):
-----------------------------------------------------------------
  Federal               $   (321)       $   (460)       $  3,899
-----------------------------------------------------------------
  Foreign                  1,031           2,771           3,301
-----------------------------------------------------------------
  State and local          1,069             110             146
-----------------------------------------------------------------
      Total current     $  1,779        $  2,421        $  7,346
-----------------------------------------------------------------

Deferred income taxes /(benefit):
-----------------------------------------------------------------
  Federal               $  1,678        $  1,341        $   (434)
-----------------------------------------------------------------
  Foreign                     41             373            (330)
-----------------------------------------------------------------
  State and local            176             191            (220)
-----------------------------------------------------------------
      Total deferred    $  1,895        $  1,905          $ (984)
-----------------------------------------------------------------
Total provision
for income taxes        $  3,674        $  4,326        $  6,362
=================================================================


The total  provision  for  income  taxes is 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:

                                              Year Ended
------------------------------------------------------------------------
                                February        February         March
                                26, 2005        28, 2004        1, 2003
------------------------------------------------------------------------
                                     (in thousands of dollars)
Computed expected
tax provision                   $ 5,135         $ 5,957         $ 8,154
------------------------------------------------------------------------
Increase in taxes resulting from:
------------------------------------------------------------------------
  Dividend income from
  foreign affiliates              6,292           1,636             -
------------------------------------------------------------------------
  State and local taxes,
  net of federal tax benefit        871             213            572
------------------------------------------------------------------------
 European Commission fine           578               -              -
------------------------------------------------------------------------
  Foreign tax credits            (8,556)         (2,550)         (1,343)
------------------------------------------------------------------------
  Tax-exempt interest income       (285)           (208)           (206)
------------------------------------------------------------------------
  R & D tax credits                (210)           (310)           (503)
------------------------------------------------------------------------
  Other items                      (151)           (412)           (312)
------------------------------------------------------------------------
Provision for income taxes      $ 3,674         $ 4,326         $ 6,362
========================================================================

<PAGE>

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 26, 2005, the cumulative amount of unremitted
earnings from foreign subsidiaries that is expected to be permanently reinvested
was approximately $21 million. These undistributed foreign earnings could become
subject to U.S.  income tax if  remitted,  or deemed  remitted,  as a  dividend.
Management has determined that the U.S. income tax liability on these unremitted
earnings  should not be  material,  although it 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
$9.6 million.  The taxes payable on these dividends were fully offset by foreign
tax credits.

In December  2004,  the FASB issued FSP No. 109-2,  "Accounting  and  Disclosure
Guidance for the Foreign Earnings  Repatriation  Provision with the American Job
Creation  Act of 2004".  FSP No.  109-2  provides  guidance  for  reporting  and
disclosing certain foreign earnings that are repatriated, as defined by the Act,
which was signed  into law on October  22,  2004.  The Act allows the company to
deduct 85% of certain  qualifying foreign earnings available for repatriation to
the  United  States  during  the fiscal  years  ended 2005 and 2006.  The Act is
expected to be  supplemented  by additional  legislation  during the fiscal year
ended 2006, which will clarify the manner in which repatriated  earnings will be
taxed.  The Company has begun to evaluate the potential  impact of  repatriating
earnings pursuant to the Act; however,  until such technical  corrections to the
Act are enacted, the Company is not in a position to finalize its analysis.  The
range of possible amounts the Company is considering for repatriation under this
provision is between zero and $11 million. The related potential range of income
tax effects is between zero and $0.4 million.

The Company is  currently  under audit by the Internal  Revenue  Service and New
York State.  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 the Company has appropriately  accrued
tax reserves for probable exposures and, as a result, any assessments  resulting
from  current  tax audits  should not have a  materially  adverse  effect on the
Company's consolidated  financial statements.  To the extent the Company were to
prevail in matters for which  accrued tax reserves have been  established  or be
required to pay amounts in excess of such reserves,  the Company's  consolidated
financial  statements  for a given  period  could be  materially  impacted.  The
Company has $5.5 million of tax reserves  within  income taxes payable in fiscal
2005. In fiscal 2004,  $3.7 million of tax reserves are included within deferred
tax liabilities.

<PAGE>
The components of deferred income tax assets and liabilities are as follows:

                                                    Year Ended
---------------------------------------------------------------------
                                                February    February
                                                26, 2005    28, 2004
---------------------------------------------------------------------
                                             (in thousands of dollars)
Deferred income tax assets:

  Pension                                       $  4,047     $     -
---------------------------------------------------------------------
  Inventory                                        3,034       1,005
---------------------------------------------------------------------
  Postretirement benefits                          1,969       2,232
---------------------------------------------------------------------
  Foreign tax credits                              1,399           -
---------------------------------------------------------------------
  Estimated losses on sales returns                  470         500
---------------------------------------------------------------------
  Rent                                               463           -
---------------------------------------------------------------------
  Other                                              755           -
---------------------------------------------------------------------
    Total deferred income tax assets            $ 12,137     $ 3,737
---------------------------------------------------------------------

Deferred income tax liabilities:

  Depreciation                                    (1,808)     (1,911)
---------------------------------------------------------------------
  Package design                                  (1,204)          -
---------------------------------------------------------------------
  Prepaid expenses                                (1,287)          -
---------------------------------------------------------------------
  Other                                                -      (2,277)
---------------------------------------------------------------------
    Total deferred income tax liabilities         (4,299)     (4,188)
---------------------------------------------------------------------
Net Deferred                                     $ 7,838      $ (451)
---------------------------------------------------------------------


Historically,  the Company has not recorded a deferred income tax asset relating
to its minimum pension  obligation  (which is included within  accumulated other
comprehensive  income). As of February 26, 2005, the Company recorded a deferred
income tax asset of $4.0 million  relating to the minimum pension  obligation at
February  26,  2005.  Amounts  relating  to prior  periods  were not  considered
material.

The deferred  tax assets and  liabilities  reflected  in the previous  table are
included on the Company's  balance sheets as net current  deferred tax assets of
$3.6 million and $1.5 million in fiscal 2005 and fiscal 2004, respectively,  and
as a net long term  deferred  tax asset of $4.2  million,  which is  included in
other assets in fiscal 2005,  and a net long term deferred tax liability of $2.0
million in fiscal 2004.

As of February  26, 2005,  the Company had foreign tax credits of  approximately
$1.4 million available for use that will expire beginning in 2009 through 2015.

<PAGE>


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 $3.7 million in funding to its pension plans
in fiscal 2005 and estimates  fiscal 2006  contributions at approximately $3 - 4
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.  With the exception of one  recently-acquired
subsidiary, 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. qualified pension plan
at the end of 2005 and 2004 and the projection for 2006 are as follows:


                       Percentage of Plan Assets
                        2006      2005    2004
                        ----      ----    ----
Asset Category
--------------
Equity Securities        65%       54%     58%

Debt Securities          35%       40%     38%

Cash                      -         6%      4%


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 26, 2005.

<PAGE>

The following tables summarize benefit costs, benefit  obligations,  plan assets
and the funded status of the Company's  U.S. and Ireland  pension plans and U.S.
postretirement healthcare benefit plan:
<TABLE>
<CAPTION>
================================================================================================
                                                                             Postretirement
                                                          Pension               Healthcare
------------------------------------------------------------------------------------------------
                                                   February    February    February    February
                                                   26, 2005    28, 2004    26, 2005    28, 2004
------------------------------------------------------------------------------------------------
                                                            (in thousands of dollars)
<S>                                                <C>         <C>         <C>         <C>
Change In Benefits Obligation
-----------------------------
Benefits obligation at beginning of year .......   $ 39,709    $ 37,858    $ 10,755    $  9,518
   Service cost ................................      1,419       1,383         305         283
   Interest cost ...............................      2,414       2,390         568         602
   Benefits paid ...............................     (1,462)     (2,524)       (619)       (576)
   Actuarial (gains)/losses ....................      2,786         (98)       (440)        928
   Participants' contributions .................         19          25        --            --
   Foreign currency impact......................        306         675        --            --
                                                   --------    --------    --------    --------
Benefit obligation at end of year ..............   $ 45,191    $ 39,709    $ 10,569    $ 10,755
================================================================================================

Change in Plan Assets
---------------------
Fair value of plan assets at beginning of year .   $ 25,551    $ 18,191    $   --      $   --
   Actual return on plan assets ................      1,722       4,396        --          --
   Employer contributions ......................      3,666       4,999        619         576
   Benefits ....................................     (1,462)     (2,524)      (619)       (576)
   Participants' contributions .................         19          25        --          --
   Foreign currency impact .....................        255         464        --          --
                                                   --------    --------    --------    --------
Fair value of plan assets at end of year .......   $ 29,751    $ 25,551    $   --      $   --
================================================================================================
</TABLE>
<TABLE>
<CAPTION>
================================================================================================
                                                                             Postretirement
                                                          Pension               Healthcare
------------------------------------------------------------------------------------------------
                                                   February     February    February    February
                                                   26, 2005     28, 2004    26, 2005    28, 2004
------------------------------------------------------------------------------------------------
                                                            (in thousands of dollars)
<S>                                                <C>         <C>         <C>         <C>
Funded status
-------------
Funded status at year end ......................   $(15,440)   $(14,158)   $(10,568)   $(10,754)
Unrecognized actuarial losses ..................     14,599      12,151       1,789       2,229
Unamortized prior service cost .................        276         408        --          --
Unrecognized initial transition
  obligation/(asset) ...........................       (744)       (761)      1,900       2,099
                                                   --------    --------    --------    --------
Accrued benefit cost ...........................   $ (1,309)   $ (2,360)   $ (6,879)   $ (6,426)
================================================================================================
</TABLE>

<PAGE>

Amounts recognized in the consolidated balance sheets are as follows:
<TABLE>
<CAPTION>
================================================================================================
                                                                             Postretirement
                                                          Pension               Healthcare
------------------------------------------------------------------------------------------------
                                                   February     February    February   February
                                                   26, 2005     28, 2004    26, 2005   28, 2004
------------------------------------------------------------------------------------------------
                                                            (in thousands of dollars)
<S>                                                <C>         <C>         <C>         <C>
Prepaid benefit cost ...........................   $  5,353    $  3,827    $   --      $   --
Accrued benefit liability ......................    (16,808)    (16,254)     (6,879)     (6,426)
Intangible asset ...............................        275         408        --          --
Accumulated other comprehensive expense ........      9,871       9,659        --          --
Net amount recognized in the
  consolidated balance sheets ..................   $ (1,309)   $ (2,360)   $ (6,879)   $ (6,426)
================================================================================================
</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 2005 and 2004 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             February                February            February
                                        26, 2005             28, 2004                26, 2005            28, 2004
----------------------------------------------------------------------------------------------------------------------
                                          (in thousands of dollars)                    (in thousands of dollars)
<S>                                     <C>                  <C>                     <C>                  <C>
Projected benefit obligation            $ 45,191             $ 39,709                $ 40,081             $ 35,055

Accumulated benefit obligation            40,591               37,657                  36,429               33,872

Fair value of plan assets               $ 29,751             $ 25,551                $ 24,851             $ 21,299
======================================================================================================================
</TABLE>

The  accumulated  benefit  obligation is less than the fair value of plan assets
for the Ireland 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  2005 and 2004 was  $10,568,000  and  $10,755,000,  respectively,  and is
included in non-current liabilities.

<PAGE>

The weighted-average  assumptions used to calculate net period benefit costs are
as follows:

<TABLE>
<CAPTION>
=====================================================================================================
                                   U.S. Pension Plan          Postretirement Healthcare Plan
-----------------------------------------------------------------------------------------------------
                                   2005   2004   2003        2005           2004            2003
-----------------------------------------------------------------------------------------------------
<S>                                <C>    <C>    <C>    <C>             <C>             <C>
Discount rate                      6.0%   6.3%   7.0%         6.0%           6.3%            7.0%
Expected return on plan assets     8.0%   8.0%   8.5%         N/A            N/A             N/A
Rate of compensation increase      4.0%   4.5%   5.0%         N/A            N/A             N/A
Healthcare  cost trend on
  covered charges                  N/A    N/A    N/A         10.0%,         10.0%,           7.0%,
                                                        decreasing to   decreasing to   decreasing to
                                                        5.0% in 2009    5.0% in 2008    5.5% in 2005
=====================================================================================================
</TABLE>

The discount rate and rate of compensation increase for the Ireland Pension Plan
are 5.3% and 3.3%, respectively, for 2005, 5.5% and 3.8%, respectively, for 2004
and 6.0% and 4.0%, respectively, for 2003.


The components of net periodic benefit cost are as follows:
<TABLE>
<CAPTION>
====================================================================================================
                                               Pension                Postretirement Healthcare
----------------------------------------------------------------------------------------------------
                                   February    February     March     February    February    March
                                   26, 2005    28, 2004    1, 2003    26, 2005    28, 2004   1, 2003
----------------------------------------------------------------------------------------------------
                                                      (in thousands of dollars)
<S>                                <C>         <C>        <C>        <C>         <C>        <C>
Service cost ...................   $ 1,419     $ 1,384    $ 1,184    $  304      $  283     $  225
Interest cost ..................     2,414       2,390      2,316       568         602        514
Expected return on plan assets .    (2,096)     (1,451)    (1,643)      --          --          --
Amortization of:
   Initial transition obligation       (59)        (51)       (51)      199         199        221
   Prior service cost ..........       132         131        133       --          --         --
   Actuarial (gains) losses ....       808       1,117        688       --           47        --
   Curtailments and special
     termination benefits ......       --          --         187        --          --        337
                                   -------     -------    -------    -------     -------    -------
Net periodic benefit cost ......   $ 2,618     $ 3,520    $ 2,814   $ 1,071     $ 1,131    $ 1,297
====================================================================================================
</TABLE>

Expected benefit payments are as follows:

============================================================
                  Pension     Postretirement       Total
------------------------------------------------------------

2006            $ 2,459,361     $   677,996     $ 3,137,357

2007            $ 3,108,988     $   732,126     $ 3,841,114

2008            $ 3,628,888     $   790,188     $ 4,419,076

2009            $ 3,483,036     $   849,470     $ 4,332,506

2010            $ 3,301,677     $   893,135     $ 4,194,812

2011-2015       $17,843,331     $ 4,744,350     $22,587,681
============================================================

The postretirement benefits payments do not include the impact of any Medicare D
subsidies, which are not expected to be material.

<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:

                                                  One Percentage Point
-------------------------------------------------------------------------
                                                Increase        Decrease
-------------------------------------------------------------------------
                                                (in thousands of dollars)
On total service and interest
   cost component .........................     $   137         $   (113)
On postretirement benefit
   obligation .............................     $ 1,225         $ (1,038)
=========================================================================



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 are granted with
an exercise  price equal to the closing  market  price of the stock on the grant
date, vest within three years and expire ten years after the grant date.

The following table summarizes information about the Stock Option Plans.
<TABLE>
<CAPTION>
                                          February 26, 2005       February 28, 2004         March 1, 2003
-------------------------------------------------------------------------------------------------------------
                                                    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        3,800,407   $  6.90     3,756,977   $  6.73     3,956,127   $  6.88
Granted                                   262,000   $  9.34       890,000   $  8.52       166,000   $ 10.12
Exercised                                (270,550)  $  4.55      (234,680)  $  4.85      (220,750)  $  6.21
Forfeited                                ( 28,938)  $  9.50      (611,890)  $  9.01      (144,400)  $ 15.68
Outstanding at end of year              3,762,919   $  7.22     3,800,407   $  6.90     3,756,977   $  6.73
Options exercisable at end of year      2,973,416   $  6.80     2,973,323   $  6.44     3,383,854   $  6.32
Weighted average fair value of
 options granted during the year               $ 2.99                  $ 2.70                  $ 4.12
============================================================================================================
</TABLE>

In 2005, the shares  forfeited  represent  those cancelled due to termination of
employment;  none expired during the year. In 2004, of the 611,890 stock options
shown as forfeited,  90,390 were unvested options which were lost when employees
were terminated from the Company. The remaining 521,500 "forfeited" options were
the results of the expiration of options in the normal course.

Summarized  information  about stock  options  outstanding  and  exercisable  at
February 26, 2005 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              2/26/2005    Contractual Life       Price       2/26/2005      Price
---------------------------------------------------------------------------------------------------------
<S>                               <C>               <C>              <C>          <C>            <C>
$ 1.76 - $ 3.53                     753,984         2.9              $ 2.60         753,984      $ 2.60
$ 3.54 - $ 5.29                     511,436         3.7              $ 4.51         511,436      $ 4.51
$ 5.30 - $ 7.05                      98,500         4.3              $ 6.94          98,500      $ 6.94
$ 7.06 - $ 8.81                   1,091,584         7.6              $ 8.27         564,081      $ 8.04
$ 8.82 - $10.57                   1,077,165         6.9              $ 9.83         815,165      $ 9.98
$10.58 - $12.34                     230,250         5.9              $11.24         230,250      $11.24
---------------------------------------------------------------------------------------------------------
                                  3,762,919         5.7              $ 7.22       2,973,416      $ 6.80
=========================================================================================================
</TABLE>

<PAGE>


NOTE 13 - CAPITAL STOCK

In October 1999, the Company's  Board of Directors  authorized the repurchase of
up to 5 million  shares of the  Company's  common stock.  In October  2001,  the
Company completed  purchases against this  authorization and the Company's Board
of Directors  authorized the repurchase of up to another 5 million shares of the
Company's common stock. During fiscal 2005, the Company purchased 444,400 shares
at an average price of $9.25 per share.

There were no shares  purchased as part of publicly  announced plans in the most
recent quarter. The maximum number of shares that may yet be purchased under the
plan is 1,609,300 shares.


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  2005,  four  quarterly
payments totaling $0.16 per share or $6.5 million,  were made and in 2004, three
quarterly payments totaling $0.12 per share, or $4.9 million, were made.


NOTE 15 - LEGAL PROCEEDINGS

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

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

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

<PAGE>

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

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

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

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

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


NOTE 16 - SEGMENT AND GEOGRAPHIC INFORMATION

Following  is the  breakdown  of  industry  segments  as  required  by SFAS 131,
"Disclosures  About  Segments of an  Enterprise  and Related  Information."  The
Company has two reportable business segments: Confectionery and Entertainment.

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

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

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

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

<PAGE>

BUSINESS SEGMENTS

                                                        Year Ended
================================================================================
                                             February    February       March
                                             26, 2005    28, 2004      1, 2003
--------------------------------------------------------------------------------
                                                (in thousands of dollars)
Net sales
---------
Confectionery .............................  $ 143,762   $ 147,188    $ 146,901
Entertainment .............................    152,103     150,150      143,214
                                             ---------   ---------    ---------
  Total net sales .........................  $ 295,865   $ 297,338    $ 290,115
_______________________________________________________________________________

Contributed margin
------------------
Confectionery .............................  $  46,781   $  45,734    $  52,101
Entertainment .............................     45,135      42,467       39,313
                                             ---------    --------     --------
  Total contributed margin ................  $  91,916   $  88,201    $  91,414
_______________________________________________________________________________

Reconciliation of contributed margin to
income before provision for income taxes
----------------------------------------

Total contributed margin ..................  $ 91,916    $ 88,201    $ 91,414
Unallocated general and administrative
 expenses and manufacturing overhead ......   (75,363)    (67,644)    (65,778)
Depreciation & amortization ...............    (6,261)     (6,593)     (5,038)
Other income ..............................     1,675         631         184
--------------------------------------------------------------------------------
   Income from operations .................    11,967      14,595      20,782
Interest income, net ......................     2,706       2,426       2,516
--------------------------------------------------------------------------------
   Income before provision for income taxes  $ 14,673    $ 17,021    $ 23,298
================================================================================


Net sales to unaffiliated  customers and income from operations 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. Certain
foreign  markets are in part  supported from the U.S. and Europe;  however,  the
full costs of this support have not been allocated to them.  Identifiable assets
are those assets located in each geographic area.

<PAGE>

GEOGRAPHIC AREAS


                                                   Year Ended
=========================================================================
                                        February     February     March
                                        26, 2005     28, 2004    1, 2003
-------------------------------------------------------------------------
                                            (in thousands of dollars)
Net Sales
---------
United States .....................     $ 199,632   $ 203,602   $ 212,496
Europe ............................        70,252      65,135      48,555
Canada, Latin America and Asia ....        25,981      28,601      29,064
                                        ---------   ---------   ---------
    Total Net Sales ...............     $ 295,865   $ 297,338   $ 290,115
_________________________________________________________________________

Income from Operations
----------------------
United States .....................     $   6,315   $   1,410   $  9,428
Europe ............................           795       9,535      5,406
Canada, Latin America and Asia ....         4,857       3,650      5,948
                                        ---------   ---------   ---------
    Total Income from Operations...     $  11,967   $  14,595   $ 20,782
_________________________________________________________________________

Identifiable Assets
-------------------
United States .....................     $ 236,995   $ 214,615   $ 214,525
Europe ............................        47,623      55,520      41,020
Canada, Latin America and Asia ....         5,793       5,328       7,456
                                        ---------   ---------   ---------
    Total Identifiable Assets .....     $ 290,411   $ 275,463   $ 263,001
=========================================================================


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.  It is believed that the acquisition will serve to
enhance and  accelerate the expansion of the Company's  entertainment  business.
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 the acquisition.  The allocation of the
purchase price is reflected in the financial statements contained herein.

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

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

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


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

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

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

        Current assets                          $  8,201,851
        Property and equipment                       564,743
        Other assets                                 115,000
        Liabilities assumed, current              (5,426,072)
                                                -------------
        Fair value of net assets acquired          3,455,522
        Intangible assets                          6,200,000
        Goodwill                                  18,726,183
                                                -------------
        Total estimated fair value of net
          assets acquired and goodwill          $ 28,381,705
                                                =============

The final purchase price differs  slightly from the amount shown for Purchase of
Subsidiary in the Consolidated  Statement of Cash Flows which reflects estimated
transaction costs as of February 28, 2004.

The goodwill of $18.7 million is included in the Entertainment  business segment
and is deductible for tax purposes over a fifteen-year period.

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

                                                 Year Ended
   =========================================================================
                                        February             March
                                        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
   =========================================================================

<PAGE>

NOTE 18 - 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 26, 2005, the Company had outstanding foreign
currency  forward  contracts,  which will mature at various  dates during fiscal
2006, in the amount of  $26,563,000,  as compared to  $22,996,000 as of February
28, 2004. Over 67% 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 them. The approximate pre-tax benefit or cost to the
Company to terminate  these  agreements as of February 26, 2005 and February 28,
2004 would have been  $49,000 and  $(127,000)  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.


NOTE 19 - 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 20- QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
================================================================================'===================================================
                                                      2005                      '                       2004
________________________________________________________________________________'___________________________________________________
                                   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                       $ 88,089     $ 68,781     $ 70,650     $ 68,345 '   $ 75,992     $ 73,319     $ 78,470     $ 69,557
Gross profit on sales             33,799       26,280       23,660       21,459 '     28,124       28,759       24,322       22,716
Income from operations             5,639        4,812        3,228       (1,712)'      4,383        7,558          655        1,999
--------------------------------------------------------------------------------'---------------------------------------------------
Net income                         4,102        3,655        2,791          451 '      3,521        5,272          982        2,920
--------------------------------------------------------------------------------'---------------------------------------------------
Net income per share-basic        $ 0.10       $ 0.09       $ 0.07       $ 0.01 '     $ 0.09       $ 0.13       $ 0.02       $ 0.07
                    -diluted      $ 0.10       $ 0.09       $ 0.07       $ 0.01 '     $ 0.08       $ 0.13       $ 0.02       $ 0.07
================================================================================'===================================================
</TABLE>

<PAGE>

NOTE 21- CONTRACTUAL OBLIGATIONS AND COMMITMENTS

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

                  Future                    Future
                 Payments                  Payments
                Under Non-                  Under
      Fiscal    Cancelable    Purchase     Royalty
       Year       Leases     Obligations  Contracts      Total
       ----       ------     -----------  ---------      -----
                          (in thousands of dollars)

       2006       $ 2,733      $12,198     $12,088      $27,019
       2007         2,361          175      10,944       13,480
       2008         1,956         -          3,726        5,682
       2009         1,770         -           -           1,770
       2010         1,644         -           -           1,644
   Thereafter       1,139         -           -           1,139



The  Company  anticipates  making a payment of  approximately  $3 - 4 million in
fiscal 2006 for the funding of its qualified pension plans.

Historically, lease expense under the Company's contracts was $3,141,000 (2005),
$2,752,000 (2004) and $2,332,000 (2003).

Historically,   the  total  royalty  expense  under  the  Company's  sports  and
entertainment licensing contracts was $24,916,000 (2005), $23,912,000 (2004) and
$25,344,000 (2003).


NOTE 22 - SUBSEQUENT EVENT

On May 23, 2005 the  Company  entered  into a  settlement  agreement  with Media
Technologies,  Inc.  ("Plaintiff")  in which it would pay Plaintiff an immediate
sum of  $2,000,000.  Plaintiff  agreed to dismiss all claims against the Company
and issue a license to the  Company  to  distribute  relic  cards.  The  Company
further agreed that under certain  conditions which may arise in the future,  it
would make additional  payments to the Plaintiff as part of the ongoing license.
The Company is currently  evaluating  the  accounting of the  settlement and the
license agreement.


<PAGE>

REPORT OF INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM ON THE  CONSOLIDATED
FINANCIAL STATEMENTS



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


We have  audited  the  accompanying  consolidated  balance  sheets  of The Topps
Company,  Inc. and its subsidiaries  (the "Company") as of February 26, 2005 and
February  28,  2004,  and the related  consolidated  statements  of  operations,
stockholders' equity and comprehensive income, and of cash flows for each of the
three years in the period ended  February 26, 2005.  Our audits also include the
consolidated  financial statement schedule listed in the Index at Item 15. These
consolidated  financial statements and consolidated financial statement schedule
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these consolidated  financial  statements and consolidated
financial statement schedule based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). 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 consolidated  financial  statements present fairly, in all
material respects, the financial position of the Company as of February 26, 2005
and  February 28, 2004,  and the results of their  operations  and of their cash
flows for each of the three years in the period  ended  February  26,  2005,  in
conformity with accounting principles generally accepted in the United States of
America.  Also, in our opinion, such consolidated  financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole,  presents fairly in all material  respects the information set forth
therein.




DELOITTE & TOUCHE LLP
New York, New York
May 10, 2005 (May 23, 2005 as to note 22)

<PAGE>


MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING


Management  of The Topps  Company,  Inc.  (the  "Company")  is  responsible  for
establishing and maintaining adequate internal control over financial reporting.
The Company's  internal control over financial  reporting is designed to provide
reasonable  assurance to the Company's  management and to the Board of Directors
regarding the preparation and presentation of financial statements in accordance
with accounting  principles  generally  accepted in the United States of America
("GAAP").

Internal  control over financial  reporting,  no matter how well  designed,  has
inherent limitations.  Therefore,  even those internal controls determined to be
effective  can provide  only  reasonable  assurance  with  respect to  financial
statement preparation and presentation.

Management  assessed the  effectiveness  of the Company's  internal control over
financial reporting as of February 26, 2005. In making this assessment,  it used
the  criteria  set forth by the  Committee of  Sponsoring  Organizations  of the
Treadway Commission (COSO) in Internal Control --- Integrated  Framework.  Based
on this assessment and those criteria, we believe that, as of February 26, 2005,
the Company's internal control over financial reporting was effective.

Deloitte & Touche LLP, the Company's  independent  registered  public accounting
firm,  has issued an audit report on  management's  assessment  of the Company's
internal control over financial reporting, and their report is included herein.



The Topps Company, Inc.
New York, NY
May 23, 2005



<page>


REPORT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER
FINANCIAL REPORTING


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

We  have  audited   management's   assessment,   included  in  the  accompanying
Management's  Report on Internal Control Over Financial Reporting that The Topps
Company,  Inc.  and  its  subsidiaries  ("the  "Company")  maintained  effective
internal  control over  financial  reporting  as of February 26, 2005,  based on
criteria  established  in Internal  Control-Integrated  Framework  issued by the
Committee  of  Sponsoring  Organizations  of the Treadway  Commission  (the COSO
criteria).  The Company's  management is responsible for  maintaining  effective
internal  control  over  financial  reporting  and  for  its  assessment  of the
effectiveness of internal control over financial  reporting.  Our responsibility
is to  express  an  opinion  on  management's  assessment  and  an  opinion  the
effectiveness of the Company's  internal control over financial  reporting based
on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States)  ("PCAOB").  Those standards require
that we plan and perform the audit to obtain reasonable  assurance about whether
effective  internal  control over  financial  reporting  was  maintained  in all
material  respects.  Our audit included  obtaining an  understanding of internal
control over financial reporting,  evaluating management's  assessment,  testing
and evaluating the design and operating  effectiveness  of internal control over
financial  reporting,  and  performing  such other  procedures  as we considered
necessary in the circumstances.  We believe that our audits provide a reasonable
basis for our opinions.

A Company's  internal control over financial  reporting is a process designed by
or under the  supervision  of, the company's  principal  executive and principal
financial officers, or persons performing similar functions, and effected by the
company's  board of  directors,  management,  and  other  personnel  to  provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally  accepted  accounting  principles.  A company's  internal control over
financial  reporting  includes those policies and procedures that (1) pertain to
the  maintenance  of records that, in reasonable  detail,  accurately and fairly
reflect the  transactions  and  disposition  of the assets of the  company;  (2)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that receipts and  expenditures  of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of  unauthorized  acquisition,  use, or  disposition  of the company's
assets that could have a material effect on the financial statements.

Because  of  the  inherent   limitations  of  internal  control  over  financial
reporting,  including  the  possibility  of  collusion  or  improper  management
override of controls,  material  misstatements  due to error or fraud may not be
prevented or detected on a timely basis. Also,  projections of any evaluation of
the  effectiveness  of the internal  control over financial  reporting to future
periods are subject to the risk that the controls may become inadequate  because
of changes in conditions,  or that the degree of compliance with the policies or
procedures may deteriorate.


<PAGE>


In our opinion,  management's  assessment that the Company maintained  effective
internal  control  over  financial  reporting  as of February 26, 2005 is fairly
stated, in all material respects,  based on the criteria established in Internal
Control-Integrated  Framework issued by COSO. Also, in our opinion,  the Company
maintained, in all material respects,  effective internal control over financial
reporting as of February 26, 2005, based on the criteria established in Internal
Control-Integrated Framework issued by COSO.

We have also  audited,  in  accordance  with the  standards  of the  PCAOB,  the
Company's  consolidated financial statements and financial statement schedule as
of and for the year ended  February  26, 2005 and our report  dated May 10, 2005
(May  23,  2005  as to  Note  22)expressed  an  unqualified  opinion  on  those
consolidated financial statements and financial statement schedule.



DELOITTE & TOUCHE LLP
New York, New York
May 23, 2005






<page>



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
26, 2005, there were approximately 4,500 shareholders of record.


================================================================================
                          Fiscal Year Ended              Fiscal Year Ended
                          February 26, 2005              February 28, 2004
________________________________________________________________________________
                       Stock Price      Dividends      Stock Price     Dividends
                     High       Low       Paid        High      Low      Paid
--------------------------------------------------------------------------------

First quarter        $  9.76   $ 8.40    $ 0.04       $  9.52   $ 7.24    $ -
Second quarter       $ 10.09   $ 8.82    $ 0.04       $  9.25   $ 8.00    $ 0.04
Third quarter        $ 10.55   $ 9.23    $ 0.04       $ 10.75   $ 8.92    $ 0.04
Fourth quarter       $ 10.00   $ 9.38    $ 0.04       $ 10.69   $ 8.97    $ 0.04

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



SELECTED CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
===========================================================================================================
                                            2005          2004          2003          2002          2001
___________________________________________________________________________________________________________
                                               (in thousands of dollars, except share data, unaudited)
<S>                                     <C>           <C>           <C>           <C>           <C>
OPERATING DATA:

Net sales ...........................   $   295,865   $   297,338   $   290,115   $   300,180   $   437,440
Gross profit on sales ...............       105,198       103,921       101,740       113,841       199,911
Selling, general and
 administrative expenses ............        94,906        89,957        81,142        77,062        80,958
Income from operations ..............        11,967        14,595        20,782        36,564       121,917
Interest income, net ................         2,706         2,426         2,516         4,894         5,717
Net income ..........................        10,999        12,695        16,936        28,462        88,489

Net income per share - basic ........   $      0.27   $      0.31   $      0.41   $      0.66   $      1.97
                     - diluted ......   $      0.27   $      0.31   $      0.40   $      0.64   $      1.91
Dividends per share .................   $      0.16          0.12          --            --            --

Wtd. avg. shares outstanding - basic     40,471,000    40,604,000    41,353,000    43,073,000    45,011,000
                             - diluted   41,327,000    41,515,000    42,065,000    44,276,000    46,366,000
___________________________________________________________________________________________________________

BALANCE SHEET DATA:

Cash and equivalents ................   $    36,442   $    56,959   $    85,684   $    98,007   $   134,391
Short-term investments ..............        69,955        36,878        28,575        23,050        24,350
Working capital .....................       138,146       133,299       141,484       136,389       140,487
Net property, plant and equipment ...        12,553        13,786        14,606        14,606        11,181
Long-term debt ......................          --            --            --            --            --
Total assets ........................       290,411       275,463       263,001       257,950       280,272
Stockholders' equity ................       219,189       211,277       196,768       194,054       196,542
===========================================================================================================
</TABLE>

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

<PAGE>

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


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


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
2005 Annual Meeting of Stockholders.


<TABLE>
<CAPTION>

OFFICERS
--------
<S>                             <C>                             <C>                             <C>
Arthur T. Shorin                Michael P. Clancy               Warren Friss                    William G. O'Connor
Chairman and Chief              Vice President -                Vice President -                Vice President -
Executive Officer               International and Managing      General Counsel and             Administration
                                Director, Topps                 General Manager Sports
                                International Limited


Scott Silverstein               Michael J. Drewniak             Catherine K. Jessup             John Perillo
President and Chief             Vice President -                Vice President -                Vice President -
Operating Officer               Manufacturing                   Chief Financial Officer         Operations
                                                                and Treasurer


Ronald L. Boyum                 Ira Friedman                    Michael K. Murray               Christopher Rodman
Vice President - Marketing      Vice President -                Vice President -                Vice President -
and Sales and General           Publishing and New Product      Confectionery Sales             Topps Europe
Manager Confectionery           Development


Edward P. Camp
Vice President and
President - Hobby Division

</TABLE>

<PAGE>

<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>

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


Annual Meeting                  Corporate Counsel               Registrar and Transfer Agent

Thursday, June 30, 2005         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
One Chase Manhattan Plaza                                       877-777-0800 ext 6820
New York, NY  10081



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

</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 Chief Financial Officer.


<page>




                                                                Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the  incorporation  by reference  in  Registration  Statement  No.
333-116234  of The Topps  Company,  Inc. on Form S-8 of our report dated May 10,
2005  (May 23,  2005,  as to Note 22)  relating  to the  consolidated  financial
statements and consolidated  financial  statement schedule of The Topps Company,
Inc.  and its  subsidiaries  and our  report  dated  May 23,  2005  relating  to
management's  report on the  effectiveness  of internal  control over  financial
reporting  appearing  in the  Annual  Report  on Form  10-K/A  of the The  Topps
Company, Inc., for the year ended February 26, 2005.


DELOITTE & TOUCHE LLP

New York, New York
May 23, 2005




<page>





                                                                Exhibit 31.1


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

I, Arthur T. Shorin, certify that:

     1.   I have reviewed this annual report on Form 10-K of The Topps  Company,
          Inc.;

     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this annual report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules  13a-15(e) and  15d-15(e))  and internal
          controls over financial reporting (as defined under Exchange Act Rules
          13a-15(f) and 15a-15(f)) for the registrant and have:

          (a)  designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this annual report is being prepared;

          (b)  Designed such internal control over financial reporting or caused
               such  internal  control over  financial  reporting to be designed
               under our supervision,  to provide reasonable assurance regarding
               the reliability of the financial reporting and the preparation of
               financial  statements  for external  purposes in accordance  with
               generally accepted accounting principles.

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

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

<PAGE>

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

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

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


Date: May 23, 2005


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






<page>



                                                                Exhibit 31.2


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

I, Catherine K. Jessup, certify that:

     1.   I have reviewed this annual report on Form 10-K of The Topps  Company,
          Inc.;

     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this annual report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) )) and internal
          controls over financial reporting (as defined under Exchange Act Rules
          13a-15(f) and 15a-15(f)for the registrant and have:

          (a)  designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this annual report is being prepared;

          (b)  Designed such internal control over financial reporting or caused
               such  internal  control over  financial  reporting to be designed
               under our supervision,  to provide reasonable assurance regarding
               the reliability of the financial reporting and the preparation of
               financial  statements  for external  purposes in accordance  with
               generally accepted accounting principles.

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

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

<PAGE>

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

          (a)  All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information;  and(b) Any fraud,  whether  or not  material,  that
               involves  management  or other  employees  who have a significant
               role  in  the   registrant's   internal  control  over  financial
               reporting.

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


Date: May 23, 2005


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



<page>



                                                                Exhibit 32.1



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of The Topps Company,  Inc. (the "Company")
on Form 10-K for the year ended  February 26, 2005 as filed with the  Securities
and Exchange Commission on the date hereof (the "Report"),  I, Arthur T. Shorin,
Chairman,  Chief  Executive  Officer  and  President  of the  Company,  certify,
pursuant  to 18  U.S.C.  ss.  1350,  as  adopted  pursuant  to  ss.  906  of the
Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934 as amended; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


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


May 23, 2005




<page>



                                                                Exhibit 32.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of The Topps Company,  Inc. (the "Company")
on Form 10-K for the year ended  February 26, 2005 as filed with the  Securities
and  Exchange  Commission  on the date hereof (the  "Report"),  I,  Catherine K.
Jessup,  Vice  President and Chief  Financial  Officer of the Company,  certify,
pursuant  to 18  U.S.C.  ss.  1350,  as  adopted  pursuant  to  ss.  906  of the
Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934 as amended; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


                                             /s/ Catherine K. Jessup
                                           --------------------------------
                                                 Catherine K. Jessup
                                           Vice President - Chief Financial
                                                 Officer and Treasurer
May 23, 2005