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 May 31, 2003

                                       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 .

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


The  number  of  outstanding  shares  of  Common  Stock  as of July 3,  2003 was
40,708,851.



<PAGE>


                            THE TOPPS COMPANY, INC.
                                AND SUBSIDIARIES


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


ITEM 1.  FINANCIAL STATEMENTS


                        Index                                   Page

     Condensed Consolidated Balance Sheets as of
        May 31, 2003 and March 1, 2003                           3

     Condensed Consolidated Statements of Operations
        for the thirteen weeks ended May 31, 2003
        and June 1, 2002                                         4

     Condensed Consolidated Statements of Comprehensive
        Income for the thirteen weeks ended May 31, 2003
        and June 1, 2002                                         5

     Condensed Consolidated Statements of Cash Flows
        or the thirteen weeks ended May 31, 2003
        and June 1, 2002                                         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                          17


ITEM 4.  CONTROLS AND PROCEDURES                                18



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


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS    19

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



                                       2

<PAGE>

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


                                                        (Unaudited)
                                                            May          March
                                                          31, 2003      1, 2003
                                                          --------      -------
ASSETS                                                   (amounts in thousands)
------
CURRENT ASSETS:
  Cash and cash equivalents ...........................   $ 113,910    $114,259
  Accounts receivable - net ...........................      25,068      25,205
  Inventories .........................................      30,887      28,681
  Income tax receivable ...............................         846       2,029
  Deferred tax assets .................................       3,479       3,267
  Prepaid expenses and other current assets ...........      10,761      10,302
                                                          ---------   ---------
      TOTAL CURRENT ASSETS ............................     184,951     183,743
                                                          ---------   ---------

PROPERTY, PLANT & EQUIPMENT ...........................      29,802      28,941
  Less:  accumulated depreciation and amortization ....      15,337      14,335
                                                          ---------   ---------
      NET PROPERTY, PLANT & EQUIPMENT .................      14,465      14,606
                                                          ---------   ---------
GOODWILL ..............................................      48,839      48,839
INTANGIBLE ASSETS, net of accumulated amortization of
  $31,959 and $31,669 as of May 31, 2003 and March 1,
  2003, respectively ..................................       5,996       6,041

OTHER ASSETS ..........................................       8,989       8,399
                                                         ---------    ---------
      TOTAL ASSETS ....................................   $ 263,240   $ 261,628
                                                          =========   =========


LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
  Accounts payable ....................................   $   8,729   $   9,074
  Accrued expenses and other liabilities ..............      24,189      29,243
  Income taxes payable ................................       4,402       3,942
                                                          ---------   ---------
      TOTAL CURRENT LIABILITIES .......................      37,320      42,259

OTHER LIABILITIES .....................................      23,077      22,601
                                                          ---------   ---------
      TOTAL LIABILITIES ...............................      60,397      64,860
                                                          ---------   ---------

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 as of
    May 31, 2003 and March 1, 2003 ....................         492         492
  Additional paid-in capital ..........................      27,475      27,344
  Treasury stock, 8,540,000 shares and 8,564,000 shares
  as of May 31,  2003 and March 1, 2003, respectively .     (80,678)    (80,791)
  Retained earnings ...................................     266,398     262,877
  Accumulated other comprehensive loss, net of income
    taxes .............................................     (10,844)    (13,154)
                                                          ----------  ----------
 TOTAL STOCKHOLDERS' EQUITY ...........................     202,843     196,768
                                                          ----------  ----------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......   $ 263,240   $ 261,628
                                                          =========   ==========


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


                                       3


<PAGE>

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

                                                       (Unaudited)
                                                 Thirteen weeks ended
                                                  May            June
                                                31, 2003        1, 2002
                                                --------        -------

Net sales                                       $ 76,112        $ 87,751

Cost of sales                                     47,771          55,104
                                                --------        --------
   Gross profit on sales                        $ 28,341        $ 32,647

Other income (expense)                               398            ( 66)
                                                --------        --------
                                                  28,739          32,581

Selling, general and administrative expenses      24,356          21,916
                                                --------        --------
   Income from operations                          4,383          10,665

Interest income, net                               1,034             632
                                                --------        --------
Income before provision for income taxes           5,417          11,297

Provision for income taxes                         1,896           3,956
                                                --------        --------
Net income                                      $  3,521        $  7,341
                                                ========        ========


Net income per share - basic                       $0.09           $0.17
                     - diluted                      0.08            0.17


Weighted average shares outstanding - basic     40,694,000      42,000,000
                                    - diluted   41,480,000      42,960,000



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
                                           May         June
                                        31, 2003      1, 2002
                                        --------      -------
                                        (amounts in thousands)


Net Income                              $ 3,521         $ 7,341

Currency translation adjustment           2,310             859
                                        -------         -------
Comprehensive income                    $ 5,831         $ 8,200
                                        =======         =======

































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


                                                              (Unaudited)
                                                          Thirteen weeks ended
                                                             May         June
                                                          31, 2003     1, 2002
                                                          --------     -------
                                                         (amounts in thousands)
Cash flows from operating activities:
   Net income ........................................   $  3,521     $  7,341
   Add/(subtract) non-cash items included in net income:
   Depreciation and amortization .....................      1,279        1,160
   Deferred income taxes .............................       (212)       1,715

   Change in operating assets and liabilities:
     Accounts receivable .............................        137      (15,799)
     Inventories .....................................     (2,206)      (1,340)
     Income tax receivable ...........................      1,644        2,356
     Prepaid expenses and other current assets .......       (460)       1,153
     Payables and other current liabilities ..........     (5,399)      (2,090)
     Other assets and liabilities ....................        326       (1,840)
                                                         ---------    ---------
       Cash used in operating activities .............     (1,370)      (7,344)
                                                         ---------    ---------

Cash flows from investing activities:
   Additions to property, plant and equipment .......       ( 861)      (1,249)
                                                         ---------    ---------
      Cash used in investing activities .............       ( 861)      (1,249)
                                                         ---------    ---------

Cash flows from financing activities:
   Purchase of treasury stock and exercise of
      stock options .................................        245        (2,065)
                                                         ---------    ---------
Cash provided by (used in) financing activities .....        245        (2,065)
                                                         ---------    ---------

Effect of exchange rates on cash and cash equivalents      1,637        (1,048)
Net decrease in cash and cash equivalents ...........    $  (349)     $(11,706)
                                                         ========     =========

Cash and cash equivalents at beginning of period ....     114,259      121,057
Cash and cash equivalents at end of period ..........    $113,910     $109,351

Supplemental disclosure of cash flow information:
  Interest paid .....................................    $      4     $     23
  Income taxes paid .................................    $  1,906     $  1,256



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 May 31, 2003


1.   Summary of Significant Accounting Policies

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 May 31, 2003 are not necessarily indicative
of the results that may be expected for the year ending  February 28, 2004.  For
further  information  refer to the consolidated  financial  statements and notes
thereto in the Company's annual report for the year ended March 1, 2003.

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


                           (In thousands of dollars, except share data)
                         As reported   Pro forma   As reported  Pro forma
     -------------------------------------------   ----------------------
                                   2004                    2003
                           ---------------------   ----------------------
     Net Income            $ 3,521      $ 3,321     $ 7,341     $ 7,004
     Earnings per share    $  0.08      $  0.07     $  0.17     $  0.16
     -------------------------------------------   ----------------------


Options  typically vest over a three-year  period.  In determining the preceding
pro  forma  amounts  under  SFAS 123,  the fair  value of each  option  grant is
estimated as of the date of grant using the Black-Scholes  option-pricing  model
with the  following  assumptions:  no  dividend  yield in any  year;  risk  free
interest rate, estimated volatility and expected life, as follows: fiscal 2003 -
4.5%,  35% and 6.5 years,  respectively;  fiscal 2002 - 5.7%, 59% and 6.7 years,
respectively; and fiscal 2001- 6.5%, 56% and 6.6 years, respectively.


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 may vary.

3.   Accounts Receivable
                                           (Unaudited)
                                               May        March
                                             31, 2003    1, 2003
                                             --------    -------
                                            (amounts in thousands)

        Gross receivables ................   $ 48,751    $ 43,250
        Reserve for returns ..............    (21,823)    (16,443)
        Reserve for discounts and bad debt     (1,860)     (1,602)
                                             --------    --------
          Net ............................   $ 25,068    $ 25,205
                                             ========    ========


                                       7

<PAGE>

4.   Inventories
                                           (Unaudited)
                                               May        March
                                             31, 2003    1, 2003
                                             --------    -------
                                            (amounts in thousands)

        Raw materials ....................   $ 7,295     $ 6,162
        Work in process ..................     1,810       2,229
        Finished product .................    21,782      20,290
                                             -------     -------
          Total ..........................   $30,887     $28,681
                                             =======     =======

5.   Segment Information

Following  is the  breakdown  of  industry  segments as required by SFAS No. 131
"Disclosures  About  Segments of an  Enterprise  and Related  Information."  The
Company has two reportable  business segments:  Confectionery and Entertainment.
Consistent with Topps  organizational  structure and product line  similarities,
Entertainment  now combines the former  Sports and  Entertainment  segments into
one.

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 Entertainment segment primarily consists of cards and sticker album products
featuring  sports and non-sports  licenses.  Trading cards feature  players from
Major  League  Baseball,  the  National  Basketball  Association,  the  National
Football  League,  and the National  Hockey League,  as well as characters  from
popular films,  television  shows and other  entertainment  properties.  Sticker
album  products  feature  players from English  Premier League and certain other
European  soccer teams,  as well as  characters  from  entertainment  properties
including Pokemon and Yu-Gi-Oh!  This segment also includes results from thePit,
etopps and Topps Vault.

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 between its business segments and therefore
does not include a  breakdown  of assets or  depreciation  and  amortization  by
segment.

                                                      Thirteen weeks ended
                                                       May            June
                                                     31, 2003        1, 2002
                                                     --------        -------
                                                      (amounts in thousands)
Net Sales
Confectionery ..............................         $ 45,589       $ 43,092
Entertainment ..............................           30,523         44,659
                                                     --------       --------
Total ......................................         $ 76,112       $ 87,751
                                                     ========       ========
Contributed Margin
Confectionery ..............................         $ 13,769       $ 16,032
Entertainment ..............................            7,123         11,603
                                                     --------       --------
                                                     $ 20,892       $ 27,635
                                                     ========       ========
Reconciliation of Contributed Margin to
  Income Before Provision for Income Taxes:

Total Contributed Margin ...................         $ 20,892       $ 27,635
Unallocated General and Administrative
  Expenses and Manufacturing Overhead ......          (15,628)       (15,744)
Depreciation & Amortization ................           (1,279)        (1,160)
Other Income (Expense) .....................              398            (66)
                                                     --------       --------
Income from Operations .....................            4,383         10,665
Interest Income, Net .......................            1,034            632
                                                     --------       --------
Income Before Provision for Income Taxes ...         $  5,417       $ 11,297
                                                     ========       ========

                                       8

<PAGE>

6.   Dividends

On June 26, 2003,  the Board of  Directors  of the Company  declared a quarterly
cash dividend of $0.04 per share,  payable on August 1, 2003 to  shareholders of
record on July 18, 2003.


7.   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.  The Company has obtained a waiver to its agreement
with respect to the payment of  dividends  on August 1, 2003.  There was no debt
outstanding as of May 31, 2003.

8.   Reclassifications

Effective  March  3,  2002,  the  Company  adopted  the  EITF  Issue  No.  00-14
"Accounting  for  Sales  Incentives"  which  requires  certain  trade  promotion
expenses,  such as slotting fees, to be presented as a reduction in sales.  As a
result,  trade promotion  expenses for the thirteen weeks ended May 31, 2003 and
June 1, 2002 of $407,000 and  $798,000,  respectively,  have been  reported as a
reduction of net sales rather than as marketing  expense.  These changes did not
impact reported earnings in either period.


9.   Intangible Assets

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

SFAS 142  prescribes  an annual  two-phase  process  for  impairment  testing of
goodwill.  The first phase,  completed on May 31, 2003,  screens for impairment;
while the second phase (if necessary),  required to be completed by November 30,
2003,  measures the  impairment.  The Company has  completed the first phase and
concluded that no impairment of goodwill exists. Therefore,  completion of phase
two is not necessary.


                                       9

<PAGE>

For the thirteen weeks ended May 31, 2003, no goodwill or other intangibles were
acquired, impaired or disposed.  Intangible assets consisted of the following as
of May 31, 2003 and March 1, 2003:

<TABLE>
<CAPTION>
                                                    (amounts in thousands)
                                        May 31, 2003                       March 1, 2003
                                        (Unaudited)
                                Gross                         '    Gross
                              Carrying   Accumulated          '  Carrying   Accumulated
                                Value   Amortization    Net   '    Value   Amortization    Net
                              --------------------------------'-----------------------------------
<S>                           <C>         <C>         <C>        <C>         <C>         <C>
Licenses & Contracts ........ $21,879     $16,813     $5,066  '  $21,879     $16,594     $5,285
Intellectual Property .......  12,584      12,512         72  '   12,584      12,473        111
Software & Other ............   2,953       2,634        319  '    2,953       2,602        351
Minimum Pension Liability ...     539         --         539  '      294         --         294
                              -------     -------     ------  '  -------     -------     ------
Total Intangibles ........... $37,955     $31,959     $5,996  '  $37,710     $31,669     $6,041
                              =======     =======     ======  '  =======     =======     ======
</TABLE>

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

                        Fiscal Year             Amount
                        -----------             ------
                                            (in thousands)

                            2004                $1,060
                            2005                $  826
                            2006                $  826
                            2007                $  748
                            2008                $  670

In  addition  to  the  amortization  of  intangibles   listed  above,   reported
amortization  expense,  which was  $321,000  for the three  months ended May 31,
2003, included amortization of deferred financing fees.








                                       10


<PAGE>

10.  Legal Proceedings

In November 2000, the Commission of the European  Communities ("the Commission")
began an investigation into whether Topps Europe's distribution arrangements for
its licensed  products  comply with European law ("the EU  investigation").  The
Commission is seeking  information as to whether Topps Europe has engaged in the
prevention of parallel  trade  between the member  states of the European  Union
and/or  European  Economic Area, in  infringement of Article 81 of the EC Treaty
and/or  Article 54 of the EEA  Treaty.  Topps  Europe  filed a  response  to the
Commission's  inquiry on November 29, 2000, and provided further  information to
the  Commission  on February 2, 2001,  pursuant to its request.  The  Commission
continued  its  investigation  by  submitting  new  requests for  documents  and
information in early 2003 and Topps Europe continues to fully cooperate. On June
17, 2003, the  Commission  took the first formal step in the  investigation  and
filed a Statement of Objections, therein coming to a preliminary conclusion that
Topps and its European subsidiaries infringed Article 81 of the EC treaty during
2000.  Topps  and  Topps  Europe  will  formally  respond  to the  Statement  of
Objections within the time allowed by the Commission, at which point the parties
will proceed to a hearing in front of the European Commission  Tribunal.  If the
Commission  were  to  levy a  fine  that  is  ultimately  upheld,  it  could  be
substantial.  The maximum  amount of the fine that could be levied against Topps
and Topps Europe is 10% of annual revenues.

On February 17, 2000, Telepresence, Inc. sued Topps and nine other manufacturers
of trading  cards  (the  "Defendants")  in the  Federal  District  Court for the
Central  District of California for  infringement of U.S.  Patent No.  5,803,501
which  was  issued  on  September  8,  1998  ("the  501  Patent").  In its suit,
Telepresence  contended  that the patent  covers all types of "relic" cards that
contain an authentic piece of equipment,  i.e., a sporting  implement or jersey.
Topps  received an opinion of counsel  that its relic cards did not infringe the
501 Patent. After initial discovery, on November 15, 2000 the Defendants jointly
moved  for  summary   judgement  on  the  grounds   that  the  named   Plaintiff
(Telepresence,  Inc.) did not have standing to sue for  infringement  of the 501
Patent.  The motion was granted and the  Telepresence  litigation  was dismissed
with prejudice on March 28, 2001.

After the  dismissal,  the 501 Patent was  assigned  to a company  called  Media
Technologies,  Inc. Media  Technologies  is under the control of the same person
(the  inventor,  Adrian Gluck) who  orchestrated  the  Telepresence  action.  On
November  19,  2001,  Media  Technologies  sued  essentially  the same  group of
defendants in the same court for  infringement  of the 501 Patent.  On March 13,
2002, the Defendants again moved for summary judgment based on the fact that the
Telepresence action was dismissed with prejudice. That motion was granted by the
District Court on April 22, 2002. Plaintiff (Media Technologies,  Inc.) appealed
on May 2, 2002. That appeal is presently pending before the Court of Appeals for
the Federal  Circuit.  Oral argument was held on April 9, 2003 and a decision is
expected in the near future.  If the dismissal is  overturned,  the parties will
then  engage in  discovery  on the  substantive  issues of the case.  An adverse
outcome  in the  litigation  could  result in a  substantial  liability  for the
Company.

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









                                       11

<PAGE>

11.  Acquisition of Wizkids, LLC

On July 9, 2003,  the  Company  acquired  Wizkids,  LLC  ("WizKids")  for a cash
purchase price of approximately $29.5 million.  WizKids, a designer and marketer
of collectible  strategy games, is  headquartered in Bellevue,  Washington,  and
generated net revenues in 2002 of approximately $33 million,  principally in the
U.S.

12.  Recently Issued Accounting Pronouncements

In April 2003, SFAS No. 149, "Amendment of Statement 133 on Derivative Financial
Instruments and Hedging  Activities,"  was issued and is effective for contracts
entered  into or modified  after June 30,  2003,  except as stated below and for
hedging  relationships  designated  after  June 30,  2003.  The  changes in this
Statement  improve   financial   reporting  by  requiring  that  contracts  with
comparable  characteristics  be accounted for  similarly.  In  particular,  this
Statement (1) clarifies under what  circumstances a contract with an initial net
investment meets the characteristic of a derivative  discussed in paragraph 6(b)
of  Statement  133,  (2)  clarifies  when  a  derivative  contains  a  financing
component, (3) amends the definition of an underlying guarantee to conform it to
language  used  in FASB  Interpretation  No.  45,  "Guarantor's  Accounting  and
Disclosure  Requirements  for  Guarantees,   Including  Indirect  Guarantees  of
Indebtedness  of Others" and (4) amends certain other  existing  pronouncements.
The Company does not believe this Statement  will have a material  effect on its
consolidated results of operations or financial position.

In May 2003, SFAS No. 150,  "Accounting for Certain  Financial  Instruments with
Characteristics of both Liabilities and Equity," was issued and is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period  beginning  after June
15, 2003,  except for mandatory  redeemable  financial  instruments of nonpublic
entities.  This Statement establishes standards for how an issuer classifies and
measures certain financial  instruments with characteristics of both liabilities
and equity.  It requires that an issuer classify a financial  instrument that is
within its scope as a  liability  (or an asset in some  circumstances).  Many of
those  instruments  were previously  classified as equity.  The Company does not
believe this Statement will have a material effect on its  consolidated  results
of operations or financial position.

In January of 2003, FASB Interpretation No. (FIN) 46, "Consolidation of Variable
Interest  Entities  and  Interpretation  of ARB No.  51," was issued and applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003 to variable  interest  entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. This Interpretation clarifies
the application of ARB No. 51,  Consolidated  Financial  Statements,  to certain
entities  in  which  equity  investors  do not  have  the  characteristics  of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance  its  activities  without  additional  subordinated  financial
support from other  parties.  The Company does not believe this  Statement  will
have a material  effect on its  consolidated  results of operations or financial
position.









                                       12


<PAGE>

INDEPENDENT ACCOUNTANTS' REPORT



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


We have reviewed the accompanying  condensed  consolidated  balance sheet of The
Topps Company, Inc. and subsidiaries (the "Company") as of May 31, 2003, and the
related condensed  consolidated  statements of operations and cash flows for the
thirteen weeks ended May 31, 2003 and June 1, 2002.  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 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 auditing  standards  generally
accepted in the United States of America,  the consolidated balance sheet of the
Company  as of  March  1,  2003,  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,  2003 we  expressed  an
unqualified  opinion (and included an explanatory  paragraph with respect to the
adoption of the  non-amortization  provisions for goodwill and other  indefinite
lived intangible  assets,  as discussed in Note 6 to the consolidated  financial
statements) on those  consolidated  financial  statements.  In our opinion,  the
information set forth in the accompanying  condensed  consolidated balance sheet
as of March 1, 2003 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 23, 2003
New York, New York








                                       13

<PAGE>

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


First Quarter Fiscal Year 2004 (thirteen  weeks ended May 31, 2003) versus First
Quarter Fiscal Year 2003 (thirteen weeks ended June 1, 2002)

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

                                  Thirteen weeks ended
                                  May             June
                                31, 2003        1, 2002
                                --------        -------
                                 (amounts in thousands)
        Net Sales
        ---------
        Confectionery ........  $ 45,589        $ 43,092
        Entertainment ........    30,523          44,659
                                --------        --------
        Total ................  $ 76,112        $ 87,751
                                ========        ========


Net sales for the first quarter of fiscal 2004 decreased  13.3% to $76.1 million
from $87.8 million for the same period last year.  Stronger  foreign  currencies
versus the  dollar in the fiscal  2004  first  quarter  increased  sales by $3.0
million.

Net sales of confectionery products,  which include, among other things, Bazooka
brand  bubble gum and Ring Pop,  Push Pop,  Baby Bottle Pop and  licensed  candy
products, increased 5.8% in the first quarter of this year to $45.6 million from
$43.1  million in fiscal  2003.  Sales of Baby Bottle Pop in the U.S.  grew 40%.
Additionally,  the  introduction of Juicy Drop Pop in the U.K., sales of Pokemon
and Yu-Gi-Oh!  licensed confectionery products, and strong seasonal Easter sales
in the U.S.  contributed  to growth and helped  offset lower U.S.  sales of both
Ring Pop and Push Pop.

Net sales of entertainment products,  which consist of cards, sticker albums and
Internet  activities,  decreased  31.7% to $30.5 million in the first quarter of
fiscal  2004  from  $44.7  million  in the  same  period  last  year.  Sales  of
traditional  sports card products  decreased  just over 30%. In late fiscal 2003
the Company  decided to reduce the number of products  offered due to  continued
weakness in the industry.  Sales of non-sports  licensed products also decreased
due to strong  sales of Star Wars and Marvel  last year  versus the  roll-out of
Yu-Gi-Oh!  products this year. Third, although this has been a strong season for
European sports  products,  sales in the quarter were below last year due to the
absence  of  products  associated  with the World Cup soccer  tournament,  which
occurs every four years,  and to the timing of English  Premier  League  sticker
album sales.  Finally,  while reported  Internet sales in the quarter were above
last year,  this  increase  was driven by a deferral of certain  fourth  quarter
revenues into the first quarter, as required by GAAP.

Gross profit as a percentage  of net sales for the first  quarter of fiscal 2004
was flat with  last  year at 37.2%.  This was  primarily  a  function  of higher
material costs in the U.S. and an increase in  obsolescence  expense,  offset by
the favorable  impact of lower royalty expense due to the reduced  percentage of
sports and publishing products this year.

Other income was  $398,000  this year versus a $66,000  expense last year.  This
favorability was primarily the result of a shift of  mark-to-market  adjustments
on foreign  currency  contracts to the revenue and cost of goods sold lines this
year, where there is a better match with the items being hedged,  from the other
income (expense) line last year.



                                       14


<PAGE>

SG&A as a percentage  of net sales was 32.0% in the first quarter of fiscal 2004
versus 25.0% a year ago,  and SG&A dollar  spending  increased to $24.4  million
from  $21.9  million.  The  dollar  increase  was  largely  the result of higher
marketing costs related to new product introductions in Europe and the timing of
TV commercial production in the U.S.

Net  interest  income in the  quarter  was $1.0  million in fiscal  2004  versus
$632,000 in fiscal 2003,  with the increase in fiscal 2004 due to interest  from
the IRS on a tax refund received in the first quarter this year.

The effective tax rate reflects  provisions for federal,  state and local income
taxes in accordance with statutory  income tax rates. The Company's tax rate was
35.0% in both years.

Net income for the first quarter of fiscal 2004 was $3.5  million,  or $0.08 per
diluted share, compared with $7.3 million, or $0.17 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.

At May 31, 2003,  the Company had $113.9  million in cash and cash  equivalents.
Subsequently,  the Company disbursed  approximately $31 million for the purchase
price and costs associated with the acquisition of the Wizkids, LLC.

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.  The Company has obtained a waiver to its agreement
with respect to the payment of  dividends  on August 1, 2003.  There was no debt
outstanding as of May 31, 2003.

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.  During the first quarter of
fiscal 2004,  the Company did not purchase any shares.  As of May 31, 2003,  the
Company had  repurchased  a total of 1.6 million  shares at an average price per
share of $9.01 under the second authorization.

In the quarter  ended May 31, 2003,  the Company's net decrease in cash and cash
equivalents  was $349,000  versus a decrease of $11.7 million in the  comparable
period of fiscal  2003.  Cash used by operating  activities  in the quarter this
year was $1.4 million versus $7.3 million last year,  largely due to an increase
in accounts receivable resulting primarily from a decrease in the return reserve
for sports and  entertainment  products in the quarter  last year.  Additionally
this year, inventories were higher, and payables were lower due to disbursements
for sports royalty payments,  a legal settlement and employee incentive payments
in fiscal 2004.

Cash  used  in  investing  activities,  which  reflects  the  Company's  capital
spending,  was $861,000 in the first  quarter this year versus $1.2 million last
year due to lower  spending on computer  systems and software.  Cash provided by
financing  activities  was a positive  $245,000 in fiscal 2004,  reflecting  the
exercise of stock options and no treasury stock purchases,  versus a use of $2.1
million in fiscal 2003 primarily for the purchase of treasury stock.



                                       15


<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) 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,  health-related  issues, or
political  upheaval in certain foreign  countries in which the Company  conducts
business;  (xi) an  adverse  outcome in the EU  investigation,  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
----------------------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires Topps management to
make  estimates  and  assumptions  that affect the reported  amounts of revenue,
expenses,  assets,  liabilities  and the  disclosure  of  contingent  assets and
liabilities.

On an on-going basis,  Topps  management  evaluates its estimates and judgments,
including those related to revenue recognition, intangible assets, and reserves,
based on historical experience and on various other factors that are believed to
be  reasonable  under the  circumstances.  Actual  results may differ from these
estimates.  Note  1 to the  Company's  Annual  Report  "Summary  of  Significant
Accounting  Policies"  summarizes each of its significant  accounting  policies.
Additionally,  Topps  management  believes  the  following  critical  accounting
policies, among others, affect its more significant judgments and estimates used
in the preparation of its consolidated financial statements.

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

Intangible Assets: Intangible assets include trademarks and the value of sports,
entertainment   and  proprietary   product   rights.   Amortization  is  by  the
straight-line  method over  estimated  lives of up to twenty  years.  Management
evaluates the  recoverability  of intangible assets under the provisions of SFAS
144, based on undiscounted  projections of future cash flows attributable to the
individual  assets.

Estimates:  The preparation of financial statements in conformity with generally
accepted  accounting  principles requires Topps management to make estimates and
assumptions which affect the reporting of assets and liabilities as of the dates
of the  financial  statements  and revenues and  expenses  during the  reporting
period.  These  estimates  primarily  relate to the provision for sales returns,
allowance for doubtful  accounts,  inventory  obsolescence and asset valuations.
Actual results could differ from these estimates.



                                       16


<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 outstanding and does not
engage in any commodity-related derivative transactions. As of May 31, 2003, 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,  primarily  due to the  weakening  of the  U.S.  dollar,  resulted  in an
unfavorable mark-to-market adjustment in the quarter.











































                                       17


<PAGE>

ITEM 4.  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.




































                                       18

<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 26, 2003
for the following purposes:

        1. To elect three directors;
        2. To ratify the appointment of auditors.


The results of the matters voted on are as follows:

                                           For          Withheld
                                        ----------     ----------
1. Election of Directors
        Arthur T. Shorin                27,242,432      7,596,448
        Edward D. Miller                34,398,451        440,429
        Stanley Tulchin                 34,388,684        450,195

                                           For          Withheld        Against
                                        ----------     ----------       -------
2. Ratification of appointment
        of auditors                     34,600,409        223,328        15,142




















                                       19

<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

10.22  Letter of Intent between  the  Company and the  National Football  League
       Properties, Inc., dated May 9, 2003.

99.1   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.

99.2   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.


(b) Reports on Form 8-K

1.   Form 8-K  dated  April 8,  2003  with  press  release  dated  April 8, 2003
     reporting the Company's  fiscal 2003 fourth  quarter and full year results.

2.   Form 8-K dated April 8, 2003  reflecting the historical  restatement of the
     Company's business segment information.

3.   Form 8-K dated  June 23,  2003  with  press  release  dated  June 23,  2003
     reporting the Company's  fiscal 2004 first quarter and the  acquisition  of
     the Wizkids, LLC.































                                       20

<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 10, 2003



















                                       21

<PAGE>

                                  CERTIFICATION

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  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     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;

     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  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function);

     a)   all  significant  deficiencies  in the design or 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  officer 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:    July 10, 2003
                                        THE TOPPS COMPANY, INC.
                                        -----------------------
                                               REGISTRANT


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



                                       22

<PAGE>
                                  CERTIFICATION

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  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     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;

     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  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function);

     a)   all  significant  deficiencies  in the design or 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  officer 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: July 10, 2003

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


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



                                       23

<PAGE>
                                                               Exhibit 10.22


May 9, 2003

Scott Silverstein
The Topps Company, Inc.
One Whitehall Street
New York,NY 10004


          Re:      Intent to Renew NFL License #1808
                   --------------- -----------------

Dear Scott:

This  letter  confirms  NFL  Properties'  intent  to  grant  you  a  license  to
manufacture, distribute and sell the NFL products listed below subject to all of
the terms and  conditions of NFL  Properties'  standard  general  retail license
agreement.

In addition to these standard terms and conditions, the license will contain the
following terms:

Term:                       April 1, 2003 - March 31, 2004

Territory:                  The United States, its territories, possessions
                            and military bases, Canada, England, Japan,
                            Europe, Australia, New Zealand and all other
                            countries throughout the world where NFLP owns
                            common-law rights or registrations for the Marks

Licensed Products:          NFL Player Identified Trading Cards under the
                            Authorized Brands/Set Names listed below in
                            Authorized Brands.

Royalty Rate of Net Sales:  9% for net sales between $1 and $11,000,000
                            8% for net sales between $11,000,001 and $16,000,000
                            9% for net sales above $16,000,001

Advance Royalty Payment:    $200,000

Minimum Royalty Payment:    $1,000,000

Authorized Brands:          Topps Draft Picks, Topps, All American, Topps
                            Chrome, Finest, Bowman, Topps Pristine, Bowman's
                            Best, Bowman Chrome, Topps Complete Set, ETopps,
                            Topps Total Football

Marketing Program:          Memorabilia

Licensed Marks:             Team Marks and the following League Marks:
                            "National Footaball League", "NFL", "National
                            Football Conference","American Football Conference",
                            "NFC", "AFC".

Cooperative Fund:           Licensee shall be required to spend a minimum of
                            $250,000 to promote the NFL trading card business.
                            With the exception of the specific sponsorhip and
                            event marketing requirements set forth below, such
                            monies do not have to be paid directly to NFLP.
                            Licensee will be able to credit retailer co-op fee
                            and slotting allowances against this amount as well
                            as related sponsorships.




                                       24

<PAGE>


Disbribution Channels:      Airport/Hotel, Card/Party/Craft/Hobby Stores,
                            Catalog, Children's Specialty, Club Level Shops,
                            Computer Electronics, Licensee Website, Convenience
                            Stores, Department Stores, Discount Stores,
                            Distributors, Drug Stores, Fan Shops, Gallery Shops,
                            Grocery Stores, Home Stores, Jewelry Stores Licensee
                            Retail Outlets, Mass Merchandisers, Membership Club
                            Warehouse, Military Bases, National Chain Stores,
                            National Sporting Goods, Office Supply Stores, Pro
                            Football Hall of Fame, Regional Chain Stores,
                            Stadium Shops/Stadium Concessionaires, Television,
                            Team Internet, Team Sales, Mid Tier, Related
                            ECommerce, Toy Stores

NFL Sponsorships:           1. Super Bowl XXXVIII Card Show Title Sponsor -
                               as outlined in sponsorship deck
                            2. Pro Bowl Experience Title Sponsor -
                               as outlined in sponsorship
                            3. Hall of Fame Sponsor

Advertisements:             N/A

Liability Insurance:        $3,000,000 personal injury per occurrence
                            $1,000,000 property damage per occurrence
                            $3,000,000 advertising liability

Quality Control:            You must submit all styles of each of the Licensed
                            Products to NFL Properties for quality control
                            approval and must receive such approval prior to
                            any distribution and/or sale of the products.

Promotional Product:        Five cases of each release and on complete set
                            (inserts such as Relics and Autographs included)
                            of each brand/release.

Event/Marketing:            Licensee shall pay NFL $75,000 per year to be used
                            in a mutually agreed upon manner to promote the
                            NFL trading card business.

Condition of License:       If you owe any past dues amounts to NFL Properties
                            or have failed to fulfill any other obligations to
                            NFL Properties, you will not be issued a license as
                            contemplated herein.

Special Terms:              1. Royalty Report Forms are due on or before the
                               15th day following each Month, but payment is due
                               on or before the 15th day following each Quarter.

                            2. This license does not grant Licensee any right to
                               use the names, likenesses, portraits, picutres,
                               photographs, voices, signatures, facsimile
                               signatures and biographical information of any
                               NFL player.  Licensee shall have the sole
                               responsibility for obtaining such rights at
                               licensee's expense.

                            3. Licensee shall have the right to use "Super Bowl"
                               and "Pro Bowl" in an incidental manner only in
                               connection with the Licensed Products. Licensee
                               shall have no right to use "Super Bowl" in any
                               stand-alone set of the Licensed Products.

                            4. Licensee shall have the right to credit its cost
                               for the "Retailing for Success" seminar toward
                               the Cooperative Fund as well as the costs of all
                               NFL related sponsorships.




                                       25

<PAGE>


                            5. Licensee shall have the exclusive right to insert
                               gum into the Licensed Products.

                            6. Internet Advertising:
                               Licensee shall place the following language in
                               any approved advertising in the Team-Internet
                               and related E-Commerce distribution channels;
                               "Please visit the National Football League's
                               web site: www.NFL.com

                            7. Licensee may subtract its cost of the Riddell
                               mini helmet that is included along with the
                               trading cards prior to calculating royalties
                               due NFLP.

                            8. Licensee may credit product returns for April
                               and May against the Advance payment due each
                               term of the License.

                            9. Confidentiality
                               The parties acknowledge that the terms of this
                               license are confidential and each warrants that
                               neither shall disclose such terms to any third
                               party other than the disclosing Party's
                               accountants, agents or attorneys or as required
                               by law, without the other Party's prior written
                               consent.  The Party's further represent that
                               neither will disclose nor use the Confidential
                               Information of the other party during the Term
                               or thereafter.

Please  have an  authorized  representative  of your  company  acknowledge  your
company's  acceptance  or these  terms by  signing a copy of this  letter  where
indicated below and returning it to me within ten days from the date hereof.  IF
WE DO NOT RECEIVE A SIGNED COPY OF THIS LETTER  WITHIN TEN DAYS,  WE WILL ASSUME
YOU HAVE NO  INTEREST IN  PROCEEDING  WITH THE LICENSE AND OUR INTENT TO GRANT A
LICENSE WILL BE AUTOMATICALLY  WITHDRAWN. In such event, your company shall have
no  right  to  manufacture,  sell or  distribute  any of the  Licensed  Products
utilizing  the  Licensed  Marks  and  any  amounts  spent  by  your  company  in
anticipation   of  the  license   contemplated   hereunder  shall  be  the  sole
responsibility of your company.

Once we  receive a copy of this  letter  signed on behalf of your  company,  our
Contracts  Administration  and  Information  Management  Department  will send a
long-form license to you within the next several weeks to sign and return to NFL
Properties.   The  long-form  license  will  become  a  binding  agreement  upon
countersignature by NFL Properties and the terms and conditions of the long-form
license  shall  supercede  the  terms of this  letter.  Until  such  time as NFL
Properties executes the long form license, this countersigned letter shall serve
as a binding  agreement  between  your  company  and NFL  Properties;  provided,
however, that until such time as NFL Properties signs the long-form license, NFL
Properties will have the right to terminate any agreement  created hereunder and
to withdraw  its intent to grant you a license at any time for any reason or for
no reason and without any liability to NFL Properties.

Sincerely,


NFL PROPERTIES LLC
Pete Quaglierini
Manager - Trading Cards and Memorabilia
Consumer Products


cc: G. Goldberg, D. Weinberg, J. Miano, R. Seidlitz


AGREED TO AND ACCEPTED BY:
Scott Silverstein
June 11




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<PAGE>

                                                                Exhibit 99.1



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




In  connection  with the  Quarterly  Report  of The  Topps  Company,  Inc.  (the
"Company")  on Form 10-Q for the  period  ended May 31,  2003 as filed  with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Arthur
T.  Shorin,  Chairman,  Chief  Executive  Officer and  President of the Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

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

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


                                                /s/ Arthur T. Shorin


                                                    Arthur T. Shorin
                                                Chairman, Chief Executive
                                                  Officer and President



July 10, 2003


* A signed original of this written statement  required by Section 906, or other
documents  authenticating,  acknowledging,  or otherwise  adopting the signature
that  appears  in typed  form  within the  electronic  version  of this  written
statement  required by Section 906, has been provided to the Company and will be
retained by the Company and furnished to the Securities and Exchange  Commission
or its staff upon request.










                                       27


<PAGE>

                                                                Exhibit 99.2



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




In  connection  with the  Quarterly  Report  of The  Topps  Company,  Inc.  (the
"Company")  on Form 10-Q for the  period  ended May 31,  2003 as filed  with the
Securities  and  Exchange  Commission  on the date  hereof  (the  "Report"),  I,
Catherine K. Jessup,  Vice President and Chief Financial Officer of the Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

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

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


                                        /s/ Catherine K. Jessup


                                            Catherine K. Jessup
                                              Vice President -
                                         Chief Financial Officer



July 10, 2003


*A signed original of this written  statement  required by Section 906, or other
documents  authenticating,  acknowledging,  or otherwise  adopting the signature
that  appears  in typed  form  within the  electronic  version  of this  written
statement  required by Section 906, has been provided to the Company and will be
retained by the Company and furnished to the Securities  and Exchange Commission
or its staff upon request.













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