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 June 2, 2001

                                       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 July 16,  2001 was
43,687,000.


<PAGE>



                             THE TOPPS COMPANY, INC.
                                AND SUBSIDIARIES



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


ITEM 1. FINANCIAL STATEMENTS


                        Index                                         Page
                        -----                                         ----

        Condensed Consolidated Balance Sheets as of June 2, 2001
          and March 3, 2001                                             3

        Condensed Consolidated Statements of Operations for the
          thirteen weeks ended June 2, 2001 and May 27, 2000            4

        Condensed Consolidated Statements of Comprehensive Income
          for the thirteen weeks ended June 2, 2001 and May 27, 2000    5

        Condensed Consolidated Statements of Cash Flows for the
          thirteen weeks ended June 2, 2001 and May 27, 2000            6

        Notes to Condensed Consolidated Financial Statements            7

        Report of Independent Public Accountants                       11


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS                            12


ITEM 3. DISCLOSURES ABOUT MARKET RISK                                  15


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


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            16

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                               17







                                        2

<PAGE>


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


<TABLE>
<CAPTION>
                                                           (Unaudited)
                                                              June          March
                                                             2, 2001       3, 2001
                                                             -------       -------
                                                             (amounts in thousands
                                                               except share data)
<S>                                                          <C>          <C>
ASSETS
------
CURRENT ASSETS:
    Cash and cash equivalents ............................   $ 144,222    $ 158,741
    Accounts receivable - net ............................      21,585       10,770
    Inventories ..........................................      26,790       22,926
    Income tax receivable ................................       7,088       11,570
    Deferred tax assets ..................................       2,010        2,444
    Prepaid expenses and other current assets ............       3,940        4,328
                                                               -------      -------
        TOTAL CURRENT ASSETS .............................     205,635      210,779
                                                               -------      -------

PROPERTY, PLANT, & EQUIPMENT .............................      20,469       19,136
    Less:  accumulated depreciation and amortization .....       8,425        7,955
                                                                ------       ------
        NET PROPERTY, PLANT & EQUIPMENT ..................      12,044       11,181
                                                                ------       ------

INTANGIBLE ASSETS, net of accumulated
    amortization of $46,586 and $45,931 as of June 2,
    2001 and March 3, 2001, respectively .................      54,315       54,970

OTHER ASSETS .............................................       4,081        3,342
                                                               -------      -------
        TOTAL ASSETS .....................................   $ 276,075    $ 280,272
                                                               =======      =======

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
    Accounts payable .....................................   $  11,391    $  13,705
    Accrued expenses and other liabilities ...............      36,600       36,969
    Income taxes payable .................................      19,027       22,026
                                                                ------       ------
        TOTAL CURRENT LIABILITIES ........................      67,018       72,700

DEFERRED INCOME TAXES ....................................         784        1,344
OTHER LIABILITIES ........................................       9,918        9,686
                                                                ------       ------
        TOTAL LIABILITIES ................................      77,720       83,730
                                                                ------       ------
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 and outstanding
      48,554,300 shares and 48,421,000 shares as of
      June 2, 2001 and March 3, 2001, respectively .......         486          484

Additional paid-in capital ...............................      22,545       21,758
Treasury stock, 5,022,000 shares and 4,329,000 shares
   as of June 2, 2001 and March 3, 2001, respectively ....     (44,662)     (38,051)
Retained earnings ........................................     229,108      217,479
Accumulated other comprehensive loss .....................      (9,122)      (5,128)
                                                               -------      -------
         TOTAL STOCKHOLDERS' EQUITY ......................     198,355      196,542
                                                               -------      -------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .........   $ 276,075    $ 280,272
                                                               =======      =======

</TABLE>
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
                                                     June          May
                                                   2, 2001      27, 2000
                                                   -------      --------
                                                   (amounts in thousands,
                                                      except share data)
<S>                                               <C>           <C>
        Net sales ..............................  $ 87,451      $144,332

        Cost of sales ..........................    49,190        75,922
                                                    ------       -------
           Gross profit on sales ...............    38,261        68,410

        Other income ...........................       728           647
                                                    ------       -------
                                                    38,989        69,057
        Selling, general and administrative
          expenses                                  21,996        23,047
                                                    ------        ------
           Income from operations ..............    16,993        46,010

        Interest income, net ...................     1,465           811
                                                    ------        ------
        Income before provision for income taxes    18,458        46,821

        Provision for income taxes .............     6,829        17,792
                                                    ------        ------
           Net income ..........................  $ 11,629      $ 29,029
                                                    ======        ======

Net income per share - basic ...................  $    .27      $    .64
Net income per share - diluted .................  $    .26      $    .62


Weighted average shares outstanding - basic       43,854,000    45,581,000
Weighted average shares outstanding - diluted     45,049,000    46,789,000

</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



<TABLE>
<CAPTION>
                                                        (Unaudited)
                                                   Thirteen weeks ended
                                                     June          May
                                                   2, 2001      27, 2000
                                                   -------      --------
                                                   (amounts in thousands,
                                                      except share data)

<S>                                                <C>          <C>
           Net income                              $ 11,629     $ 29,029

           Currency translation adjustment           (3,994)      (1,318)
                                                     ------       ------
           Comprehensive income                    $  7,635     $ 27,711
                                                     ======       ======

</TABLE>






























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)
                                                                  Thirteen weeks ended
                                                                   June          May
                                                                  2, 2001      27, 2000
                                                                  -------      --------
                                                                 (amounts in thousands,
                                                                    except share data)
<S>                                                               <C>          <C>
  Cash flows from operating activities:
    Net income ................................................   $  11,629    $  29,029
    Add/(subtract) non-cash items included in net income:
         Depreciation and amortization ........................       1,203          983
         Deferred income taxes ................................        (126)       1,141

    Change in operating assets and liabilities:
         Accounts receivable ..................................     (10,815)     (32,042)
         Inventories ..........................................      (3,864)         469
         Income tax receivable ................................       4,482         (221)
         Prepaid expenses and other current assets ............         388          758
         Payables and other current liabilities ...............      (5,682)      17,305
         Currency translation adjustment and other liabilities       (4,565)      (1,113)
                                                                    -------       ------
                Cash (used) in/provided by operating activities      (7,350)      16,309
                                                                    -------       ------
  Cash flows from investing activities:
         Additions to property, plant and equipment ...........      (1,333)        (818)
                                                                    -------       ------
                Cash used in investing activities .............      (1,333)        (818)
                                                                    -------       ------
  Cash flows from financing activities:
        Exercise of stock options .............................         782          485
        Repurchase of common stock ............................      (6,618)      (4,456)
                                                                    -------       ------
                 Cash used in financing activities ............      (5,836)      (3,971)
                                                                    -------       ------
  Net(decrease)/increase in cash and cash equivalents .........     (14,519)      11,520
  Cash and cash equivalents at beginning of quarter ...........     158,741       75,853
                                                                    -------       ------
  Cash and cash equivalents at end of quarter .................   $ 144,222    $  87,373
                                                                    =======       ======

Supplemental disclosures of cash flow information:

 Interest paid ................................................   $      19    $      26
 Income taxes paid ............................................   $   3,645    $   3,610

</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
                        THIRTEEN WEEKS ENDED JUNE 2, 2001


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  thirteen  weeks  ended  June 2,  2001  are not
     necessarily  indicative  of the results  that may be expected  for the year
     ending March 2, 2002.  For further  information  refer to the  consolidated
     financial  statements and notes thereto in the Company's  annual report for
     the year ended March 3, 2001.


2.   Quarterly Comparison

     Management  believes  that  quarter-to-quarter  comparisons  of  sales  and
     operating results are affected by a number of factors, including the timing
     of product  introductions and variations in shipping and factory scheduling
     requirements.  Thus,  annual  sales and  earnings  amounts are  unlikely to
     consist of equal quarterly portions.


3.   Inventories

                                              (Unaudited)
                                                 June           March
                                                2, 2001        3, 2001
                                                -------        -------
                                                (amounts in thousands)


        Raw materials                           $  4,040      $  2,804
        Work in process                            2,470           805
        Finished products                         20,280        19,317
                                                  ------        ------
        Total                                   $ 26,790      $ 22,926
                                                  ======        ======


4.   Segment Information

     The  Company  has  three  reportable   business  segments:   Confectionery,
     Collectible Sports Products and Entertainment Products.

     The  Confectionery  segment  consists  of a variety  of  lollipop  products
     including  Ring Pop,  Push Pop and Baby Bottle Pop, the Bazooka  bubble gum
     line  and  other  novelty   confectionery   products,   including   Pokemon
     confectionery 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 as
     well as  sticker/album  products  featuring  players from certain  European
     soccer leagues.


                                        7


<PAGE>

     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.

     The Company's  management  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, 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.

                                                  Thirteen weeks ended
                                                    June          May
                                                  2, 2001      27, 2000
                                                  -------      --------
                                                (In thousands of dollars)
     Net Sales
     ---------
     Confectionery ...........................   $  45,367    $  52,442
     Collectible Sports Products .............      30,911       29,110
     Entertainment Products ..................      11,173       62,780
                                                    ------      -------
     Total ...................................   $  87,451    $ 144,332
                                                    ======      =======
     Contributed Margin
     ------------------
     Confectionery ...........................   $  17,735    $  17,541
     Collectible Sports Products .............      11,069       12,853
     Entertainment Products ..................       5,245       31,570
                                                    ------       ------
     Total ...................................   $  34,049    $  61,964
                                                    ======       ======

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

     Total contributed margin ................   $  34,049    $  61,964
     Unallocated general and administrative
      expenses and manufacturing overhead ....     (16,581)     (15,618)
     Depreciation & amortization .............      (1,203)        (983)
     Other income ............................         728          647
                                                   -------      -------
     Income from operations ..................      16,993       46,010
     Interest income, net ....................       1,465          811
                                                   -------      -------
     Income before provision for income taxes    $  18,458    $  46,821
                                                   =======      =======

5.   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.


                                        8


<PAGE>

6.   Reclassifications

     The Company has changed the  classification of certain accounts.  Prepress,
     autograph  and  relic  costs  related  to  future  period  releases,  which
     previously  had been included in the balance of prepaid  expenses and other
     current  assets,   have  been  reclassified  to  inventory.   The  cost  of
     autographs,  relics, and freight related to merchandise sold in the period,
     which previously had been included in selling,  general and  administrative
     expenses,  has been  reclassified to cost of goods sold. This  presentation
     has been reflected on the condensed and  consolidated  balance sheets as of
     June 2, 2001 and March 3, 2001 and statement of operations for the thirteen
     weeks ended June 2, 2001 and May 27,  2000.  There is no impact on reported
     income from operations,  net income or working capital as a result of these
     reclassifications.

7.   Legal Proceedings

     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 Chase et. al.
     v. The Upper Deck  Company,  et. al. No.  830257-9 (the  "California  Class
     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 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  Class
     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 defendants' 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 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.  Thereafter,  the court issued a tentative  ruling
     denying the motion for summary  adjudication and demurrer and set a hearing
     for June 1, 2001 to hear  additional  argument on the  motion.  On June 12,
     2001 the Court  entered an order  denying  defendants'  motion for  summary
     judgment.  At a case management conference held on June 29, 2001, the Court
     stayed  discovery  pending  defendants'  appeal  of  the  summary  judgment
     decision  and ruled  that,  if the appeal is  denied,  the  parties  are to
     address issues relating to the  certification of a class before  proceeding
     to merits  discovery.  An adverse  outcome in the  California  Class Action
     could materially adversely affect the Company's future plans and results.






                                        9



<PAGE>

     On March 16, 2001, the Major League Baseball Players Association  ("MLBPA")
     served a notice of intention to arbitrate upon the Company, contending that
     the Company has no valid  license  from the Major League  baseball  players
     authorizing it to manufacture and sell trading cards  containing  game-used
     items,  such as jerseys and bats.  The MLBPA alleges that absent a specific
     license from the Major League baseball  players,  the Company should not be
     permitted  to  manufacture  and sell such  trading  cards.  The MLBPA seeks
     injunctive and declaratory  relief and an unspecified  monetary award.  The
     Company  believes that the Major League baseball players have authorized it
     to manufacture and sell trading cards  containing  memorabilia  pursuant to
     the grant of a license  contained in the standard  Baseball Players Picture
     License Agreement ("BPPLA") between Topps and the ballplayers. On March 28,
     2001,  pursuant  to the  arbitration  clause  of  the  BPPLA,  the  Company
     designated  David G. Ebert,  Esq. and the MLBPA  designated  Steven Fehr as
     their respective partisan arbitrators. Messrs. Ebert and Fehr have selected
     Frank H. Wohl,  Esq.  as the  neutral  arbitrator.  The  parties,  however,
     reached a settlement in principle in this matter,  subject to the execution
     of a definitive agreement.

     In all the above  matters,  the Company's  management  believes that it has
     meritorious defenses and intends to vigorously defend against these claims.

     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.
































                                       10


<PAGE>



INDEPENDENT ACCOUNTANTS' REPORT
-------------------------------


Board of Directors and Stockholders
The Topps Company, Inc.


We have made a review of the accompanying  condensed  consolidated balance sheet
of The Topps Company,  Inc. and subsidiaries (the "Company") as of June 2, 2001,
and the related condensed  consolidated  statements of operations and cash flows
for the  thirteen  week  periods  ended  June 2,  2001 and May 27,  2000.  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 generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance sheet of The Company as of March 3, 2001,
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 4, 2001 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 3, 2001 is fairly
stated, in all material respects,  in relation to the consolidated balance sheet
from which it has been derived.




DELOITTE & TOUCHE LLP


SIGNATURE

June  22, 2001
New York, New York





                                       11





<PAGE>


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


First Quarter Fiscal Year 2002 versus Fiscal Year 2001
------------------------------------------------------
The  following  table sets forth,  for the periods  indicated,  net sales by key
business segment:

                                                   June            May
                                                 2, 2001        27, 2000
                                                 -------        --------
                                                (In thousands of dollars)


        Confectionery                           $ 45,367        $ 52,442
        Collectible Sports Products               30,911          29,110
        Entertainment Products                    11,173          62,780
                                                  ------         -------
        Total                                   $ 87,451        $144,332
                                                  ======         =======


Net sales for the first quarter of fiscal 2001 decreased  39.4% to $87.5 million
from $144.3 million for the same period last year.  This decrease was a function
of a significant reduction in Pokemon sales to $10.2 million in the quarter this
year from $75.4 million last 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  13.5% in the first  quarter of this year to $45.4  million from $52.4
million  in fiscal  2001.  Included  in fiscal  2002  sales are $1.5  million of
Pokemon  confectionery  products  versus  $12.9  million in fiscal  2001.  Topps
branded  (non-Pokemon)  confectionery  sales grew 11.3% in the  quarter to $43.9
million, versus $39.5 million last year, with Baby Bottle Pop continuing to show
the largest gains.

Net sales of collectible sports products, which consist of both sports cards and
sports  sticker/album  products,  increased  6.2% to $30.9  million in the first
quarter of fiscal 2002 from $29.1  million in the  comparable  period last year.
This growth  reflects  increases in both baseball,  where we continue to benefit
from a focus on  nostalgia  and the  Company's  50th  anniversary  of  marketing
baseball cards, as well as in football.

Net sales of entertainment  products,  which consist of entertainment  cards and
the Merlin line of  entertainment  sticker/album  products,  decreased  to $11.2
million in the first  quarter of fiscal  2002 from $62.8  million in fiscal 2001
reflecting lower sales of Pokemon products.

Gross profit for the quarters ended June 2, 2001 and May 27, 2000 includes costs
for  autographs,  relics and  freight  which  were  previously  recorded  within
selling,  general  and  administrative  expenses  ("SG&A").  Gross  profit  as a
percentage of net sales for the first quarter of fiscal 2002  decreased to 43.8%
from 47.4% for the same period last year as a result of an increase in autograph
and relic costs and the reduction in Pokemon sales in the quarter this year.

Other  income was  $728,000  this year  versus  $647,000  last year,  reflecting
mark-to-market  treatment of foreign currency  contracts this year and unusually
high levels of prompt  payment  discounts on European  inventory  purchases last
year.

SG&A  increased  as a percentage  of net sales to 25.2% in the first  quarter of
fiscal  2002  from  16.0% a year ago as a result  of lower  sales.  SG&A  dollar
spending  decreased to $22.0 million in fiscal 2002 from $23.0 million last year
as a result of the timing of bonus and  advertising  expenditures as well as the
reversal of a marketing accrual which benefited the quarter this year.



                                       12


<PAGE>


Net interest  income  increased to $1.5 million in fiscal 2002 from  $811,000 in
fiscal  2001  due to an  increase  in cash on hand.  The tax  rate in the  first
quarter of fiscal 2002 was 37% vs. 38% in the first quarter of fiscal 2001.

Net income for the first quarter of fiscal 2002 was $11.6 million,  or $0.26 per
diluted share,  as compared with $29.0 million,  or $0.62 per diluted share last
year.


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

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.

In October 1999, the Board of Directors  authorized the Company to repurchase up
to 5  million  shares  of its  stock.  As of  June  2,  2001,  the  Company  had
repurchased a total of 3.9 million  shares at an average price of $9.08.  During
the first quarter of fiscal 2002, the Company  repurchased  692,500 shares at an
average price of $9.52.

As of June 2, 2001, the Company had $144.2 million in cash and cash equivalents.

During the first quarter of fiscal 2002,  the Company's net decrease in cash and
cash equivalents was $14.5 million versus an $11.5 million increase in the first
quarter of fiscal 2001.  Cash  provided  (used) by operating  activities  in the
first quarter of this year was ($7.4) million versus $16.3 million last year, as
a result of lower net  income  and a  decrease  in  payables  and other  current
liabilities  related to income tax payments.  Cash used in investing  activities
reflects $1.3 million in capital  expenditures  this year compared with $818,000
in capital  expenditures last year. Cash used in financing  activities  reflects
expenditures  for the  repurchase of Company stock of $6.6 million this year and
$4.5 million last year.

Management  believes  that the Company has adequate  means to meet its liquidity
and capital resource needs over the foreseeable future.

















                                       13


<PAGE>


Cautionary Statements
---------------------

In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform Act of 1995 (the "Reform Act"),  the Company is hereby filing
cautionary  statements  identifying  important  factors  that could cause actual
results  to  differ  materially  from  those  projected  in any  forward-looking
statements  of the Company made by or on behalf of the Company,  whether oral or
written.  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)  quarterly  fluctuations  in  results;  (iii) the
Company's  loss  of  important  licensing   arrangements;   (iv)  technological,
production,  legal  costs  or  other  problems  which  result  in the  Company's
inability to launch its Internet  initiative;  (v) the failure of the  Company's
Internet  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)  further
declines  in the sale of U.K.  Premier  League  sticker/album  collections;  (x)
excessive  returns  of the  Company's  products;  (xi)  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.
























 .








                                       14


<PAGE>


ITEM 3.  DISCLOSURES ABOUT MARKET RISK

The Company's  exposures 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 June 2, 2001, 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  strengthening  of  the  U.S.  dollar,   resulted  in  a  favorable
mark-to-market in the quarter.
















































                                       15



<PAGE>

                             THE TOPPS COMPANY, INC.

                                     PART II

                                OTHER INFORMATION


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


The Annual Meeting of Stockholders of the Company took place on June 28, 2001
for the following purposes:

     1.   To elect three directors;
     2.   To approve the Company's 2001 stock incentive plan;
     3.   To ratify the appointment of auditors.



The results of the matters voted on are as follows:

                                            For         Withheld
                                         ----------     ---------
1. Election of Directors
     Allan A. Feder                      39,773,362     1,172,094
     David M. Mauer                      38,330,038     2,615,418
     Jack H. Nusbaum                     39,757,947     1,187,509


                                              For        Against   Abstentions
                                          ----------    ---------  -----------
2. Approval of stock incentive
     plan                                 35,213,521    5,073,669    658,266

3. Ratification of appointment
     of auditors                          40,840,544       55,536     49,376















                                       16




<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

10.24  2001 Stock Incentive Plan













































                                       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












July 17, 2001





















                                       18