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

                                    FORM 10-Q


(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended November 30, 2002

                                       OR

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


Commission File Number:  0-15817


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


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

                    One Whitehall Street, New York, NY 10004
          (Address of principal executive offices, including zip code)

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













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 .



The  number of  outstanding  shares of Common  Stock as of  January  8, 2002 was
40,779,901.


<PAGE>




                             THE TOPPS COMPANY, INC.
                                AND SUBSIDIARIES



--------------------------------------------------------------------------------
                         PART I - FINANCIAL INFORMATION
--------------------------------------------------------------------------------


ITEM 1. FINANCIAL STATEMENTS


                Index                                                 Page

        Condensed Consolidated Balance Sheets as of
           November 30, 2002 and March 2, 2002                          3

        Condensed Consolidated Statements of Operations
           for the thirteen and thirty-nine weeks ended
           November 30, 2002 and December 1, 2001                       4

        Condensed Consolidated Statements of Comprehensive
           Income for the thirteen and thirty-nine weeks ended
           November 30, 2002 and December 1, 2001                       5

        Condensed Consolidated Statements of Cash Flows
           for the thirty-nine weeks ended November 30, 2002
           and December 1, 2001                                         6

        Notes to Condensed Consolidated Financial Statements            7

        Report of Independent Public Accountants                       13

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS                            14


ITEM 3. DISCLOSURES ABOUT MARKET RISK                                  19



--------------------------------------------------------------------------------
                           PART II - OTHER INFORMATION
--------------------------------------------------------------------------------


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                              20

ITEM 14. CONTROLS AND PROCEDURES                                       21










                                        2

<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                       (Unaudited)
                                                         November        March
                                                         30, 2002       2, 2002
                                                         (amounts in thousands
                                                           except share data)

ASSETS
------
CURRENT ASSETS:
   Cash and cash equivalents .........................   $ 118,211    $ 121,057
   Accounts receivable - net .........................      15,888       20,039
   Inventories .......................................      28,229       23,096
   Income tax receivable .............................         561        3,230
   Deferred tax assets ...............................       4,204        4,343
   Prepaid expenses and other current assets .........      13,986       11,807
                                                           -------      -------
      TOTAL CURRENT ASSETS ...........................     181,079      183,572
                                                           -------      -------

PROPERTY, PLANT & EQUIPMENT ..........................      28,129       25,134
   Less:  accumulated depreciation and amortization ..      13,371       10,528
                                                           -------      -------
      NET PROPERTY, PLANT & EQUIPMENT ................      14,758       14,606
                                                           -------      -------

GOODWILL .............................................      48,840       46,773
INTANGIBLE ASSETS, net of accumulated
   amortization of $31,378 and $30,509 as of
   November 30, 2002 and March 2, 2002, respectively .       6,381        7,250
OTHER ASSETS .........................................       7,815        5,749
                                                           -------      -------
      TOTAL ASSETS ...................................   $ 258,873    $ 257,950
                                                         =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
   Accounts payable ..................................   $   8,143    $  10,966
   Accrued expenses and other liabilities ............      31,200       30,274
   Income taxes payable ..............................       2,534        5,943
                                                            ------       ------
      TOTAL CURRENT LIABILITIES ......................      41,877       47,183
                                                            ------       ------

DEFERRED INCOME TAXES ................................          --           --
OTHER LIABILITIES ....................................      17,627       16,713
                                                            ------       ------
      TOTAL LIABILITIES ..............................      59,504       63,896
                                                            ------       ------
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 shares and
     49,189,000 shares as of November 30, 2002 and
     March 2, 2002, respectively .....................         492          492
   Additional paid-in capital ........................      27,819       26,824
   Treasury stock, 8,466,000 shares and 7,143,000 shares
     as of Nov 30, 2002 and March 2, 2002, respectively    (80,494)     (67,415)
Retained earnings ....................................     260,884      245,941
Accumulated other comprehensive loss,
   net of income taxes ...............................      (9,332)     (11,788)
                                                           --------     --------
TOTAL STOCKHOLDERS' EQUITY ...........................     199,369      194,054
                                                           -------      -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...........   $ 258,873    $ 257,950
                                                         =========    =========

See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.


                                        3

<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                         (Unaudited)
                                                       Thirteen weeks ended     Thirty-nine weeks ended
                                                      November      December     November     December
                                                      30, 2002       1, 2001     30, 2002      1, 2001
                                                      --------      --------     --------     --------
                                                         (amounts in thousands, except share data)
<S>                                                   <C>          <C>          <C>           <C>
Net sales ........................................    $  66,656    $  72,058    $ 224,394     $ 240,164

Cost of sales ....................................       45,007       49,793      144,814       143,990
                                                      ---------    ---------    ---------     ---------
   Gross profit on sales .........................       21,649       22,265       79,580        96,174

Other income (expense) ...........................         (360)         718         (138)       (1,122)
                                                      ----------   ---------    ----------    ----------
                                                         21,289       22,983       79,442        95,052

Selling, general and administrative expenses .....       20,476       17,066       61,653        59,847
                                                      ---------    ---------    ---------     ---------
   Income from operations ........................          813        5,917       17,789        35,205

Interest income, net .............................          673          949        1,873         3,663
                                                      ---------    ---------    ---------     ---------
Income before (benefit) provision for income taxes        1,486        6,866       19,662        38,868

(Benefit) provision for income taxes .............       (1,424)         334        4,719        11,855
                                                      ----------   ---------    ---------     ---------
       Net income ................................    $   2,910    $   6,532    $  14,943     $  27,013
                                                      =========    =========    =========     =========


Net income per share - basic .....................    $    0.07    $    0.15    $    0.36     $    0.62
                     - diluted ...................         0.07         0.15         0.35          0.61

Weighted average shares outstanding
                                   - basic .......    41,064,000   42,595,000   41,562,000      43,275,000
                                   - diluted .....    41,850,000   43,818,000   42,457,000      44,557,000

</TABLE>


See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.






                                        4

<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                              COMPREHENSIVE INCOME


                                                 (Unaudited)
                                 Thirteen weeks ended    Thrity-nine weeks ended
                                 November    December     November     December
                                 30, 2002    1, 2001      30, 2002      1, 2001
                                 --------    --------     --------     --------

Net income ....................  $  2,910    $  6,532     $ 14,943     $ 27,013

Currency translation adjustment       131      (1,159)       2,456       (2,260)
                                 --------    ---------    --------     ---------
Comprehensive income ..........  $  3,041    $  5,373     $ 17,399     $ 24,753
                                 ========    ========     ========     ========




































See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.




                                        5

<PAGE>
                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                   (Unaudited)
                                                            Thirty-nine weeks ended
                                                             November     December
                                                             30, 2002      1, 2001
                                                             --------     --------
                                                             (amounts in thousands)
<S>                                                         <C>          <C>
  Cash flows from operating activities:
    Net income ..........................................   $  14,943    $  27,013
    Add/(subtract) non-cash items included in net income:
         Depreciation and amortization ..................       3,681        4,196
         Deferred income taxes ..........................         139         --

    Change in operating assets and liabilities:
         Accounts receivable ............................       4,151      (10,617)
         Inventories ....................................      (5,133)      (3,953)
         Income tax receivable ..........................       2,669        3,781
         Prepaid expenses and other current assets ......      (2,178)         581
         Payables and other current liabilities .........      (5,306)     (20,560)
         Other assets and liabilities ...................      (3,414)         402
                                                              --------     --------
                Cash provided by operating activities ...       9,552          843
                                                              --------     --------
  Cash flows from investing activities:
         Purchase of subsidiary .........................        --         (5,597)
         Additions to property, plant and equipment .....      (2,995)      (4,084)
                                                              --------     --------
                Cash used in investing activities .......      (2,995)      (9,681)
                                                              --------     --------
  Cash flows from financing activities:
        Exercise of stock options .......................         995        2,061
        Repurchase of common stock ......................     (13,079)     (17,422)
                                                              --------     --------
                 Cash used in financing activities ......     (12,084)     (19,443)
                                                              --------     --------
  Effect of exchange rates on cash and cash equivalents .       2,681       (3,071)
  Net increase (decrease) in cash and cash equivalents ..      (2,846)     (31,352)

  Cash and cash equivalents at beginning of period ......     121,057      158,741
                                                            ---------    ---------
  Cash and cash equivalents at end of period ............   $ 118,211    $ 127,389
                                                            =========    =========


Supplemental disclosure of cash flow information:

 Interest paid ..........................................   $      82    $      40
 Income taxes paid ......................................   $   8,242    $  19,759
</TABLE>


See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.





                                        6

<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    THIRTY-NINE WEEKS ENDED NOVEMBER 30, 2002


1.   Basis of Presentation

     The  accompanying   unaudited  condensed  interim  consolidated   financial
     statements  have  been  prepared  by  The  Topps  Company,   Inc.  and  its
     subsidiaries  (the "Company")  pursuant to the rules and regulations of the
     Securities and Exchange  Commission and reflect all adjustments  which are,
     in the opinion of management, considered necessary for a fair presentation.
     Operating results for the thirty-nine weeks ended November 30, 2002 are not
     necessarily  indicative  of the results  that may be expected  for the year
     ending March 1, 2003.  For further  information  refer to the  consolidated
     financial  statements and notes thereto in the Company's  annual report for
     the year ended March 2, 2002.

2.   Quarterly Comparison

     Management  believes  that  quarter-to-quarter  comparisons  of  sales  and
     operating results are affected by a number of factors,  including,  but not
     limited to, the timing of sports and  entertainment  releases,  new product
     introductions,  seasonal  products,  the timing of various expenses such as
     advertising and variations in shipping and factory scheduling requirements.
     Thus, quarterly results vary.


3.   Accounts Receivable
                                       (Unaudited)
                                         November       March
                                         30, 2002      2, 2002
                                         --------      -------
                                        (amounts in thousands)

        Gross receivables ............  $ 37,426     $ 37,148
        Reserve for returns ..........   (20,336)     (15,875)
        Reserve for bad debt .........    (1,202)      (1,234)
                                        ---------    ---------
                Net ..................  $ 15,888     $ 20,039
                                        =========    =========

4.   Inventories
                                       (Unaudited)
                                         November       March
                                         30, 2002      2, 2002
                                         --------      -------
                                        (amounts in thousands)

        Raw materials ...............   $  6,386     $  6,395
        Work in process .............      2,297        1,274
        Finished product ............     19,546       15,427
                                        --------     --------
                Total ...............   $ 28,229     $ 23,096
                                        ========     ========

5.   Segment Information

     Following  is the  breakdown  of industry  segments as required by SFAS No.
     131. The Company has three  reportable  business  segments:  Confectionery,
     Collectible Sports Products and Entertainment Products.



                                        7

<PAGE>

     The  Confectionery  segment  consists  of a variety  of  lollipop  products
     including  Ring Pop,  Push Pop and Baby Bottle Pop, the Bazooka  bubble gum
     line and licensed confections including Pokemon and Yu-Gi-Oh! products.

     The Collectible Sports Products segment primarily consists of trading cards
     featuring  players from Major  League  Baseball,  the  National  Basketball
     Association,  the National  Football League and the National Hockey League,
     sticker  album  products  featuring  players from certain  European  soccer
     leagues,  as well as sales from  thePit,  etopps and Topps  Vault  Internet
     businesses.

     The  Entertainment  Products  segment consists of trading cards and sticker
     album products featuring licenses from popular films,  television shows and
     other  entertainment  properties,   including  Pokemon  and  Yu-Gi-Oh!.  In
     addition,  in the third quarter of fiscal 2003 this segment  reflects costs
     associated with the launch of the Cool Junk collectible toy line.

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

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

<TABLE>
<CAPTION>
                                                                         (Unaudited)
                                                       Thirteen weeks ended     Thirty-nine weeks ended
                                                      November      December     November     December
                                                      30, 2002       1, 2001     30, 2002      1, 2001
                                                      --------      --------     --------     --------
                                                                    (amounts in thousands)
<S>                                                   <C>          <C>          <C>           <C>
Net Sales
---------
Confectionery ....................................... $ 29,214     $ 30,662     $114,542     $119,912
Collectible Sports Products .........................   32,891       34,930       91,599       94,568
Entertainment Products ..............................    4,551        6,466       18,253       25,684
                                                      --------     --------     --------     --------
Total ............................................... $ 66,656     $ 72,058     $224,394     $240,164
                                                      ========     ========     ========     ========

Contributed Margin
------------------
Confectionery ....................................... $  9,808     $ 10,214     $ 40,966     $ 44,790
Collectible Sports Products .........................    8,510        6,373       22,700       27,268
Entertainment Products ..............................    1,092        3,318        5,997       14,477
                                                      --------     --------     --------     --------
Total ............................................... $ 19,410     $ 19,905     $ 69,663     $ 86,535
                                                      ========     ========     ========     ========

Reconciliation of Contributed Margin to Income
    Before (Benefit) Provision for income Taxes:

Total Contributed Margin ............................ $ 19,410     $ 19,905     $ 69,663    $ 86,535
Unallocated General and Administrative Expenses
    and Manufacturing Overhead                         (16,989)     (13,091)     (48,055)    (46,012)
Depreciation & Amortization .........................   (1,248)      (1,615)      (3,681)     (4,196)
Other Income (Expense) ..............................     (360)         718         (138)     (1,122)
                                                      ---------    --------     ---------   ---------
Income from Operations ..............................      813        5,917       17,789      35,205
Interest Income, Net ................................      673          949        1,873       3,663
                                                      --------     --------     --------    --------
Income Before (Benefit) Provision for Income Taxes .. $  1,486     $  6,866     $ 19,662    $ 38,868
                                                      ========     ========     ========    ========

</TABLE>


                                        8


<PAGE>

6.   Credit Agreement

     On June 26, 2000,  the Company  entered into a credit  agreement with Chase
     Manhattan  Bank  and  LaSalle  Bank  National  Association.  The  agreement
     provides  for a $35.0  million  unsecured  facility to cover  revolver  and
     letter of credit  needs and expires on June 26,  2004.  Interest  rates are
     variable and are a function of the Company's  EBITDA.  The credit agreement
     contains  restrictions and prohibitions of a nature generally found in loan
     agreements of this type and requires the Company,  among other  things,  to
     comply with certain  financial  covenants,  limits the Company's ability to
     repurchase its shares,  sell or acquire assets or borrow  additional  money
     and prohibits the payment of dividends.

     The credit agreement may be terminated by the Company at any point over the
     four year  term  (provided  the  Company  repays  all  outstanding  amounts
     thereunder)  without  penalty.  On June 1, 2002,  the credit  agreement was
     amended to provide for an increase in the number of shares of Topps  common
     stock permitted to be repurchased.


7.   Reclassifications

     Effective  March 3, 2002,  the  Company  adopted  the EITF Issue No.  00-14
     accounting standards that require certain trade promotion expenses, such as
     slotting fees, to be reclassified.  As a result,  trade promotion  expenses
     for fiscal  2003 of $584,000 in the third  quarter  and  $2,250,000  in the
     nine-month  period have been  reported as a reduction  of net sales  rather
     than as marketing expense. Fiscal 2002 financials reflect similar treatment
     of  these  expenses  which  totaled  $864,000  in  the  third  quarter  and
     $1,868,000  in the nine  months.  These  changes  did not  impact  reported
     earnings in either year.

8.   Accounting Changes

     On March 3, 2002, the Company  adopted  Statements of Financial  Accounting
     Standards Board standards Nos. 141, Business Combinations ("SFAS 141"), and
     142,  Goodwill and Other  Intangible  Assets ("SFAS 142") which require the
     Company to prospectively cease amortization of goodwill and instead conduct
     periodic  tests of  goodwill  for  impairment.  The  table  below  compares
     reported  earnings  and  earnings  per  share  for  the  thirteen  and  the
     thirty-nine  weeks ended  November 30, 2002 with  earnings and earnings per
     share assuming proforma application of the new accounting standards for the
     thirteen and the thirty-nine weeks ended December 1, 2001.

<TABLE>
<CAPTION>
                                                           (Unaudited)
                                           Thirteen weeks ended    Thirty-nine weeks ended
                                          November      December     November     December
                                          30, 2002       1, 2001     30, 2002      1, 2001
                                          --------      --------     --------     --------
                                             (amounts in thousands, except share data)

<S>                                       <C>           <C>          <C>         <C>
Net income ..........................     $  2,910      $  6,532     $ 14,943    $  27,013
Add back:
Goodwill amortization ...............           --           392           --        1,176
                                          --------      --------     --------    ---------
Adjusted net income .................     $  2,910      $  6,924     $ 14,943    $  28,189
                                          ========      ========     ========    =========

Basic net income per share ..........     $   0.07      $   0.15     $   0.36    $    0.62
Goodwill amortization ...............           --      $   0.01           --    $    0.03
                                          --------      --------     --------    ---------
Adjusted basic net income per share .     $   0.07      $   0.16     $   0.36    $    0.65
                                          ========      ========     ========    =========

Diluted net income per share ........     $   0.07      $   0.15     $   0.35    $    0.61
Goodwill amortization ...............           --      $   0.01           --    $    0.03
                                          --------      --------     --------    ---------
Adjusted diluted net income per share     $   0.07      $   0.16     $   0.35    $    0.64
                                          ========      ========     ========    =========
</TABLE>


                                        9

<PAGE>


     The Company has evaluated its goodwill and intangible assets acquired prior
     to June 30, 2002 using the criteria of SFAS 141, and has determined that no
     intangible assets should be reclassified to goodwill.  The Company has also
     evaluated its intangible  assets and  determined  that all such assets have
     determinable  lives.  Furthermore,  the Company has  reassessed  the useful
     lives and  residual  values  of all  intangible  assets  to review  for any
     necessary  amortization  period adjustments.  Based on that assessment,  no
     adjustments were made to the amortization  period or residual values of the
     intangible  assets.  In order to conform with the definitions  contained in
     SFAS 142, the Company  reclassified $1.5 million in deferred financing fees
     from  intangible  assets  to other  assets  and $0.8  million  in  software
     development costs from intangible assets to property,  plant and equipment.
     Additionally,  $1.9  million of deferred tax assets  related to  thePit.com
     acquisition were reclassified to goodwill.

     SFAS 142 prescribes a two-phase process for impairment testing of goodwill.
     The first  phase,  completed on August 31,  2002,  screens for  impairment;
     while the second phase (if necessary), required to be completed by March 1,
     2003,  measures the  impairment.  The Company has completed the first phase
     and has  concluded  that  no  impairment  of  goodwill  exists.  Therefore,
     completion  of  phase  two  of  the  transitional  impairment  test  is not
     necessary.

     For the  nine  months  ended  November  30,  2002,  no  goodwill  or  other
     intangibles  were  acquired,   impaired  or  disposed.   Intangible  assets
     consisted of the following as of November 30, 2002 and December 1, 2001:

<TABLE>
<CAPTION>
                                                     (amounts in thousands)

                                     November 30, 2002          '            December 1, 2001
                                                                '
                             Gross                              '    Gross
                           Carrying   Accumulated               '  Carrying   Accumulated
                             Value    Amortization      Net     '    Value    Amortization      Net
                          -----------------------------------------------------------------------------
<S>                       <C>           <C>           <C>          <C>          <C>           <C>
Licenses & Contracts ...  $ 21,879      $ 16,375      $  5,504  '  $ 21,879     $ 15,498      $ 6,381
Intellectual Property ..    12,584        12,433           151  '    12,584       12,275          308
Software & Other .......     2,952         2,570           382  '     2,952        2,445          507
FAS 132 Pension ........       344            --           344  '        --           --           --
                          --------      --------      --------  '  --------     --------      -------
Total Intangibles ...     $ 37,759      $ 31,378      $  6,381  '  $ 37,415     $ 30,219      $ 7,196
                          ========      ========      ========  '  ========     ========      =======

</TABLE>

     Over the next five years the Company expects the annual amortization of the
     intangible assets detailed above to be as follows:

                        Fiscal Year             Amount
                                            (in thousands)

                           2003                 $ 1,160
                           2004                 $ 1,060
                           2005                 $   826
                           2006                 $   826
                           2007                 $   748


     In addition to the  amortization  of  intangibles  listed  above,  reported
     amortization expense, which was $962,000 for the nine months ended November
     30,  2002 and  $2,056,000  for the nine  months  ended  December  1,  2001,
     included  amortization  of deferred  financing  fees and,  in fiscal  2002,
     goodwill amortization of $1,176,000.


                                       10


<PAGE>


9.   Legal Proceedings


     In November 1998, the Company was named as a defendant in a purported class
     action  commenced  in the United  States  District  Court for the  Southern
     District of California (the "California Court") entitled Rodriquez, et. al.
     v.  The  Topps  Company,  Inc.,  No.  CV  2121-B  (AJB)  (S.D.  Cal.)  (the
     "California  Federal Action").  The California  Federal Action alleges that
     the Company violated the Racketeer Influenced and Corrupt Organizations Act
     ("RICO") and the California Unfair Business  Practices Act, by its practice
     of selling sports and  entertainment  trading cards with  randomly-inserted
     "insert" cards,  allegedly in violation of state and federal  anti-gambling
     laws.  The  California  Federal Action sought treble damages and attorneys'
     fees on behalf of all  individuals who purchased packs of cards at least in
     part to obtain an  "insert"  card over a four-year  period.  On January 22,
     1999,  plaintiffs  moved to consolidate the California  Federal Action with
     similar class actions pending  against  several of the Company's  principal
     competitors and licensors in the California Court. On January 25, 1999, the
     Company moved to dismiss the complaint, or, alternatively,  to transfer the
     California  Federal Action to the Eastern  District of New York or stay the
     California  Federal Action pending the outcome of the Declaratory  Judgment
     Action pending in the Eastern District of New York. By orders dated May 14,
     1999,  the  California  Court  denied the  Company's  motions to dismiss or
     transfer the California  Federal Action but granted the Company's motion to
     stay the California  Federal Action pending the outcome of the  Declaratory
     Judgment  Action.  The California Court also denied  plaintiffs'  motion to
     consolidate  the  California  Federal Action with similar  purported  class
     actions. On April 18, 2000, the California Court entered an order requiring
     plaintiffs  in the  California  Federal  Action  as  well  as in the  other
     purported  class  actions to show cause why all such actions  should not be
     dismissed.  By order dated June 21, 2000, the California  Court vacated its
     May 14,  2000 order  denying  the  Company's  motion to dismiss  the Class,
     dismissed the RICO claim in the  California  Federal  Action with prejudice
     and without  leave to replead,  and  dismissed the pendent state law claims
     without  prejudice.  Plaintiffs  filed a notice of appeal of the California
     Court's  decision  to the  United  States  Court of  Appeals  for the Ninth
     Circuit on July 21, 2000. On August 20, 2002 the Ninth Circuit affirmed the
     dismissal of the RICO claims.  Plaintiffs' time to seek review of the Ninth
     Circuit's  decision has now expired,  and the  dismissal of the  California
     Federal Action has now become final.

     On August 21,  2000,  the Company  was named as a defendant  in a purported
     class action commenced in the Superior Court of the State of California for
     the County of Alameda (the "California  State Court")  entitled Chaset,  et
     al. v. The Upper Deck Company,  et al., No. 830257-9 (the "California State
     Action").  The  California  Class Action alleges that the Company and other
     manufacturers  and  licensors  of sports and  entertainment  trading  cards
     committed   unlawful,   unfair  and  fraudulent  business  acts  under  the
     California  Unfair  Business  Practices Act  ("CUBPA")  and the  California
     Consumer  Legal  Remedies Act  ("CLRA") by the practice of selling  trading
     cards with randomly-inserted "insert" cards allegedly in violation of state
     and federal  anti-gambling  laws and state  consumer  laws.  The California
     State  Action  asserts  three  claims  for  relief  and seeks  declaratory,
     equitable  and  injunctive  relief  and  attorneys'  fees  on  behalf  of a
     purported  nationwide class of trading card purchasers.  Plaintiff filed an
     amended  complaint  on October 13,  2000,  including an amendment to demand
     compensatory and punitive  damages and  restitution.  On December 14, 2000,
     plaintiff moved for summary judgment on one of his CUBPA claims.

     On December 15, 2000, all  defendants  filed a motion to dismiss two of the
     claims for  failure to state a claim upon which  relief can be  granted;  a
     motion for summary judgment dismissing the remaining claim; and a motion to
     strike all allegations of fraudulent or deceptive  representations  and all
     references to plaintiff's  prayer for monetary  relief.  On March 29, 2001,
     the Court issued a tentative ruling granting defendants' motion for summary
     judgment on the grounds that the  defendant's  practices do not  constitute
     illegal gambling as a matter of law, but denying the demurrer to the extent
     that the  remaining  two  claims  allege  false or  misleading  advertising


                                       11

<PAGE>

     practices unrelated to the gambling issue. On March 30, 2001, in accordance
     with the  California  State  practice,  the Court  heard oral  argument  on
     whether or not its tentative ruling should stand as a final ruling. On June
     12, 2001, the Court denied both motions.

     On September 21, 2001,  plaintiff moved for class  certification.  Briefing
     and discovery  concerning  the class  certification  issue was completed in
     January 2002, and oral argument was heard on February 27, 2002. On March 7,
     2002,  Judge Sabraw of the  California  State Court issued a ruling denying
     class  certification under the CUBPA and granting class certification under
     the CLRA. On April 2, 2002, the defendants  filed a joint motion to dismiss
     the CLRA cause of action. This motion was granted on May 6, 2002. Plaintiff
     has  indicated  that he intends to appeal  both the  ruling  denying  class
     certification  under the CUBPA and the ruling  dismissing the CLRA cause of
     action. The California State Action is proceeding with discovery.

     In the fall of 2002,  the  parties  reached a tentative  settlement  of the
     California  State  Action  which  calls  for the  defendants  collectively,
     without  admitting  liability,  to  make a  payment  toward  the  cost  and
     attorneys' fees incurred by plaintiffs.  Topps' share of this payment would
     be slightly in excess of $1.6 million.  The tentative settlement is subject
     to the final agreement of the parties on precise  settlement details and on
     appropriate documentation.

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






























                                       12


<PAGE>

INDEPENDENT ACCOUNTANTS' REPORT



Board of Directors and Stockholders
The Topps Company, Inc.


We have reviewed the accompanying  condensed  consolidated  balance sheet of The
Topps Company,  Inc. and  subsidiaries  (the "Company") as of November 30, 2002,
and the related condensed  consolidated  statements of operations and cash flows
for the  thirty-nine  weeks ended November 30, 2002 and December 1, 2001.  These
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of obtaining an understanding of the system for
the preparation of interim financial information, applying analytical procedures
to financial data and of making  inquiries of persons  responsible for financial
and  accounting  matters.  It is  substantially  less in  scope  than  an  audit
conducted in accordance with auditing standards generally accepted in the United
States of  America,  the  objective  of which is the  expression  of an  opinion
regarding  the financial  statements  taken as a whole.  Accordingly,  we do not
express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with accounting  principles generally accepted in the United
States of America.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance sheet of The Company as of March 2, 2002,
and the related consolidated statements of operations, stockholders' equity, and
cash  flows for the year then ended (not  presented  herein);  and in our report
dated April 3, 2002 we expressed an  unqualified  opinion on those  consolidated
financial  statements.  In  our  opinion,  the  information  set  forth  in  the
accompanying  condensed consolidated balance sheet as of March 2, 2002 is fairly
stated, in all material respects,  in relation to the consolidated balance sheet
from which it has been derived.




DELOITTE & TOUCHE LLP


SIGNATURE

January 7, 2003
New York, New York










                                       13

<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS


Third Quarter Fiscal Year 2003 (thirteen weeks ended November 30, 2002) versus
------------------------------------------------------------------------------
Third Quarter Fiscal Year 2002 (thirteen weeks ended December 1, 2001)
----------------------------------------------------------------------

The following table sets forth, for the periods indicated, net sales by key
business segment:

<TABLE>
<CAPTION>
                                           Thirteen weeks ended     Thirty-nine weeks ended
                                          November      December     November     December
                                          30, 2002       1, 2001     30, 2002      1, 2001
                                          --------      --------     --------     --------
                                                        (amounts in thousands)
<S>     <C>                              <C>           <C>           <C>          <C>
        Net Sales
        ---------
        Confectionery .............      $ 29,214      $ 30,662      $114,542     $119,912
        Collectible Sports Products        32,891        34,930        91,599       94,568
        Entertainment Products ....         4,551         6,466        18,253       25,684
                                         --------      --------      --------     --------
        Total .....................      $ 66,656      $ 72,058      $224,394     $240,164
                                         ========      ========      ========     ========

</TABLE>

Net sales for the third quarter of fiscal 2003  decreased  7.5% to $66.7 million
from $72.1 million for the same period last year.  Effective  March 3, 2002, the
Company  adopted the EITF Issue No.  00-14  accounting  standards  that  require
certain trade  promotion  expenses,  such as slotting  fees, to be reported as a
reduction  of net sales  rather  than as  selling,  general  and  administrative
expense  ("SG&A").  Adoption of these  requirements  reduced  both net sales and
marketing expenses in the third quarters of fiscal 2003 and 2002 by $0.6 million
and $0.9 million,  respectively,  but did not impact reported earnings in either
year.

Net sales of confectionery products,  which include, among other things, Bazooka
brand bubble gum and Ring Pop,  Push Pop,  Baby Bottle Pop and Pokemon  candies,
decreased  4.7% in the third  quarter of this year to $29.2  million  from $30.7
million in fiscal 2002.  The single largest reason for lower sales this year was
a decline in Baby Bottle Pop; however,  sales of both Ring Pop and Push Pop were
also below year ago levels.  Included in fiscal  2003 third  quarter,  were $0.6
million of Pokemon confectionery sales, versus $0.3 million in the third quarter
of fiscal 2002.

Net sales of collectible  sports products,  which consist of traditional  sports
cards,  sports  sticker  album  products  and the  sports  Internet  businesses,
decreased  5.8% to $32.9  million in the third quarter of fiscal 2003 from $34.9
million  in the same  period  last year.  Within  collectible  sports,  sales of
traditional products decreased 7.9% to $29.5 million,  reflecting lower sales of
U.S.  sports  card  products,  partially  offset by almost $2 million in returns
reversals  related to the strong  sell-through of 2002 European soccer products.
Reported  Internet  sales in the quarter  increased  to $3.4  million  from $2.9
million last year.

Net sales of  entertainment  products,  which consist of  entertainment  trading
cards and the Merlin line of entertainment sticker album products,  decreased to
$4.6  million in the third  quarter of fiscal  2003 from $6.5  million in fiscal
2002. Included in the third quarter this year were $1.3 million of Pokemon sales
versus $1.8 million last year.  Non-Pokemon  entertainment  sales,  which in the
quarter this year consisted primarily of products based on the Lord of the Rings
and Yu-Gi-Oh! licenses, decreased to $3.3 million from $4.7 million last year.

Gross profit as a percentage  of net sales for the third  quarter of fiscal 2003
increased  to 32.5% from 30.9% for the same period last year.  This  improvement
was  primarily  a  function  of  unusually  high  obsolescence  costs  last year
associated  with  the  launch  of both  etopps  and the  seasonal  confectionery
businesses, combined with lower autograph and relics costs this year on the U.S.
sports business.



                                       14

<PAGE>

Other income (expense) was an expense of $0.4 million this year versus income of
$0.7 million last year  reflecting the absence of the  beneficial  impact in the
quarter last year of the strengthening  dollar on U.S.  dollar-denominated  cash
balances held in Europe.

SG&A  increased  as a percentage  of net sales to 30.7% in the third  quarter of
fiscal 2003 from 23.7% a year ago, and SG&A dollar  spending  increased to $20.5
million from $17.1 million.  The dollar  increase was driven by the timing of an
accrual for  year-end  employee  incentive  bonus  payments  and a $1.6  million
reserve for Topps' share of the anticipated legal settlement of the Chaset class
action.

Net interest income in the quarter decreased to $0.7 million in fiscal 2003 from
$0.9 million in fiscal 2002 due to a decrease in cash on hand and lower interest
rates.

The  Company  recorded a tax credit of $1.4  million  in the  quarter  this year
versus a tax  expense of $0.3  million  in the same  period  last year.  In both
years,  taxes were favorably impacted by a reduction in the full year forecasted
tax rate, which triggered a catch-up adjustment in the quarter.

Net income for the third quarter of fiscal 2003 was $2.9  million,  or $0.07 per
diluted share, compared with $6.5 million, or $0.15 per diluted share last year.



Nine Months Fiscal 2003 (thirty-nine  weeks ended November 30, 2002) compared to
--------------------------------------------------------------------------------
Nine Months Fiscal 2002 (thirty-nine weeks ended December 1, 2001)
------------------------------------------------------------------

Net  sales in the first  nine  months of  fiscal  2003  decreased  6.6% to 224.4
million  from $240.2  million for the same period last year.  This  decrease was
largely a function of the  reduction in Pokemon  sales to $5.6 million this year
from $20.9 million last year.  Included in Pokemon  sales were return  provision
reversals of $2.2 million this year versus $8.5 million last year.

Effective March 3, 2002, the Company adopted the EITF Issue No. 00-14 accounting
standards that require certain trade promotion expenses,  such as slotting fees,
to be  reported  as a reduction  of net sales  rather than as SG&A.  Adoption of
these requirements reduced both net sales and marketing expenses by $2.3 million
in fiscal 2003 and $1.9  million in fiscal  2002.  These  changes did not impact
reported earnings in either year.

Net sales of confectionery  products  decreased 4.5% in the first nine months of
this year to $114.5  million  from $119.9  million in fiscal  2002.  Included in
fiscal 2003 sales were $1.4  million of Pokemon  confectionery  products  versus
$5.0  million  a  year  ago.  Excluding  Pokemon  products,   sales  of  branded
confectionery  products  decreased to $113.1  million  from $114.9  million last
year,  largely the result of lower sales of Baby Bottle Pop, partially offset by
double-digit growth of Ring Pop and Push Pop in the U.S. and the introduction of
Pro Flip Pop in Japan.

Net sales of collectible  sports products decreased 3.1% to $91.6 million in the
first nine months of fiscal  2003 from $94.6  million in the  comparable  period
last year.  This  decrease was the result of lower sales of  traditional  sports
cards in the U.S.,  partially offset by strong sales of European soccer products
(which  included  the World Cup this year) and an increase in reported  Internet
sales to $9.1 million this year versus $3.2  million  last year.  Cash  received
from etopps sales in fiscal 2003 was $1.8 million  higher than  reported  sales;
however,  in accordance  with accounting  regulations,  recognition of the sales
associated with these higher cash receipts has been deferred pending  production
of the related inventory.

Net sales of  entertainment  products  decreased  28.9% to $18.3  million in the
first nine months of fiscal 2003 from $25.7 million in fiscal 2002, reflecting a
decrease in sales of Pokemon entertainment products from $15.9 million last year
to $4.1  million  this  year.  Non-Pokemon  sales,  which  this  year  consisted
primarily of products related to the Star Wars, Spiderman, Lord of the Rings and
Yu-Gi-Oh! licenses, increased to $14.2 million from $9.8 million last year.



                                       15

<PAGE>

Gross  profit as a  percentage  of net sales for the first nine months of fiscal
2003  decreased  to 35.5% as compared  with 40.0% for the same period last year.
This was primarily the result of a reduction in high-margin Pokemon sales, a mix
shift in the U.S.  favoring  lower margin  products  including  transactions  on
thePit.com,  and the absence of a one-time  rebate  from our French  distributor
received last year.

Other income  (expense)  improved to an expense of $0.1 million this year versus
an expense of $1.1 million last year primarily reflecting the absence of charges
in the first half of last year related to the impact of the weakening  dollar on
U.S. dollar-denominated cash balances held in Europe.

SG&A expenses  increased as a percentage of net sales to 27.5% in the first nine
months of fiscal 2003 from 24.9% a year ago. SG&A dollar  spending  increased to
$61.7 million from $59.8 million.  The dollar  increase was primarily  driven by
the timing of accruals for year-end employee incentive bonus payments and a $1.6
million reserve for the anticipated settlement of the Chaset class action.

Net  interest  income for the nine month  period  decreased  to $1.9  million in
fiscal 2003 from $3.7  million in fiscal 2002  primarily  due to lower  interest
rates.

The tax rate through the first nine months of fiscal 2003 was 24.0% versus 30.5%
for the same period last year,  largely due to the  favorable  impact of foreign
and R&D tax credits recognized in the third quarter of this year.

Net income in the first nine months of fiscal 2003 was $14.9  million,  or $0.35
per diluted share,  as compared with $27.0  million,  or $0.61 per diluted share
last year.


Liquidity and Capital Resources
-------------------------------

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

As of  November  30,  2002,  the  Company  had  $118.2  million in cash and cash
equivalents.

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

In October 1999, the Board of Directors authorized the Company to purchase up to
5  million  shares  of its  stock.  In  October  2001,  purchases  against  this
authorization were completed, and the Board of Directors authorized the purchase
of up to an additional 5 million  shares of stock.  As of November 30, 2002, the
Company had  repurchased  a total of 7.5 million  shares at an average price per
share of $9.52 under these  authorizations.  During the third  quarter of fiscal
2003,  the Company  repurchased  481,000 shares at an average price per share of
$8.28.

During the nine-month period ended November 30, 2002, the Company's net decrease
in cash and cash equivalents was $2.8 million versus a decrease of $31.4 million
in the comparable  period of fiscal 2002. Cash provided by operating  activities
in the nine months this year was $9.6 million versus $0.8 million last year. The
favorable  operating cash  performance this year was the result of a decrease in
accounts receivable, in part the result of an increase in the return reserve for
sports  and  entertainment  products,  as  well as  lower  European  income  tax


                                       16

<PAGE>

payments, partially offset by lower net income this year. Cash used in investing
activities  consisted  of $3.0  million  in  capital  expenditures  this year as
compared with $5.6 million for the acquisition of thePit.com and $4.1 million in
capital  expenditures  last year.  Cash used in  financing  activities  reflects
expenditures  for the repurchase of Company stock, net of cash from the exercise
of stock options, of $12.1 million this year versus $19.4 million last year.


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.  Among the factors  that could cause the  Company's  actual  results to
differ  materially from those indicated in any such forward  statements are: (i)
the failure of certain of the Company's principal products,  particularly sports
cards, entertainment cards, lollipops and sticker album collections,  to achieve
expected sales levels;  (ii) the Company's  inability to produce  timely,  or at
all, certain new planned confectionery products; (iii) quarterly fluctuations in
results;  (iv) the Company's loss of important licensing  arrangements;  (v) the
failure of etopps,  the Company's  on-line trading card  initiative,  to achieve
expected  levels  of  success;  (vi)  the  Company's  loss of  important  supply
arrangements  with third  parties;  (vii) the loss of any of the  Company's  key
customers or distributors;  (viii) further prolonged and material contraction in
the trading card industry as a whole;  (ix)  excessive  returns of the Company's
products;  (x) civil  unrest,  currency  devaluation  or  political  upheaval in
certain foreign  countries in which the Company  conducts  business;  as well as
other risks detailed from time to time in the Company's reports and registration
statements filed with the Securities and Exchange Commission.


Critical Accounting Policies
----------------------------

Refer to the  Company's  Annual  Report  for the year  ended  March 2,  2002 for
details.


























                                       17


<PAGE>


                                    SIGNATURE





Pursuant to the requirements 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.


                                        THE TOPPS COMPANY, INC.
                                        -----------------------
                                               REGISTRANT



                                           /s/ Catherine Jessup
                                        ------------------------------
                                        Vice President-Chief Financial
                                                   Officer











January 14, 2003
























                                       18


<PAGE>


ITEM 3.  DISCLOSURES ABOUT MARKET RISK

The Company's  exposure to market risk  associated with activities in derivative
financial  instruments  (e.g.,  hedging  or  currency  swap  agreements),  other
financial  instruments and derivative  commodity  instruments is confined to the
impact of  mark-to-market  changes in foreign  currency  rates on the  Company's
forward  contracts  and options.  The Company has no debt and does not engage in
any  commodity-related  derivative  transactions.  As of November 30, 2002,  the
Company had  contracts  and options  which were  entered into for the purpose of
hedging forecasted  receipts and disbursements in various foreign currencies and
which,  due to the  weakening  of the U.S.  dollar,  resulted in an  unfavorable
mark-to-market adjustment in the quarter.













































                                       19


<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits as required by Item 601 of Regulation S-K


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

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













































                                       20


<PAGE>
ITEM 14. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Based on their evaluation as of a date within 90 days of the filing date of this
Quarterly  Report on Form 10-Q, the Company's Chief Executive  Officer and Chief
Financial  Officer have  concluded  that the Company's  disclosure  controls and
procedures  (as defined in Rules  13a-14(c) and 15d-14(c)  under the  Securities
Exchange  Act of 1934  (the  "Exchange  Act"))  are  effective  to  ensure  that
information  required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms.

(b)  Changes in  internal  controls.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation. There were no significant deficiencies or material weaknesses,
and therefore there were no corrective actions taken.

I, Arthur T. Shorin, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of The Topps  Company,
     Inc.

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

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  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
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining  disclosure controls and procedures (as defied
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  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  quarterly
          report is being prepared; and

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors  (or person  performing  the
     equivalent function);

     a)   all  significant  deficiencies  in the design of operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls;

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:    January 14, 2003               THE TOPPS COMPANY, INC.
                                        -----------------------
                                               REGISTRANT


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


                                       21
<PAGE>

I, Catherine K. Jessup, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of The Topps  Company,
     Inc.

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

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  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
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining  disclosure controls and procedures (as defied
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  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  quarterly
          report is being prepared; and

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors  (or person  performing  the
     equivalent function);

     a)   all  significant  deficiencies  in the design of operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls;

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  January 14, 2003                 THE TOPPS COMPANY, INC.
                                        -----------------------
                                              REGISTRANT



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





                                       22