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 1, 2002

                                       OR

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


Commission File Number:  0-15817


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

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

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

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













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



The  number  of  outstanding  shares  of  Common  Stock  as of July 9,  2002 was
41,816,000.



<PAGE>




                             THE TOPPS COMPANY, INC.
                                AND SUBSIDIARIES



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


ITEM 1. FINANCIAL STATEMENTS


                        Index                                   Page

        Condensed Consolidated Balance Sheets as of
          June 1, 2002 and March 2, 2002                          3

        Condensed Consolidated Statements of Operations
          for the thirteen weeks ended June 1, 2002 and
          June 2, 2001                                            4

        Condensed Consolidated Statements of Comprehensive
          Income for the thirteen weeks ended June 1, 2002
          and June 2, 2001                                        5

        Condensed Consolidated Statements of Cash Flows
          for the thirteen weeks ended June 1, 2002 and
          June 2, 2001                                            6

        Notes to Condensed Consolidated Financial Statements      7

        Report of Independent Public Accountants                 12

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS                      13


ITEM 3. DISCLOSURES ABOUT MARKET RISK                            16


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


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS      17

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                         18







                                        2

<PAGE>

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

                                                         (Unaudited)
                                                           June 1,    March 2,
                                                            2002        2002
                                                           -------    --------
                                                          (amounts in thousands
                                                            except share data)

ASSETS
------
CURRENT ASSETS:
   Cash and cash equivalents ..........................   $ 109,351   $ 121,057
   Accounts receivable - net ..........................      35,838      20,039
   Inventories ........................................      24,436      23,096
   Income tax receivable ..............................         874       3,230
   Deferred tax assets ................................       2,628       4,343
   Prepaid expenses and other current assets ..........      10,654      11,807
                                                          ---------   ---------
      TOTAL CURRENT ASSETS ............................     183,781     183,572
                                                          ---------   ---------

PROPERTY, PLANT & EQUIPMENT ...........................      26,383      25,134
   Less: accumulated depreciation and amortization ....      11,419      10,528
                                                          ---------   ---------
      NET PROPERTY, PLANT & EQUIPMENT .................      14,964      14,606
                                                          ---------   ---------

GOODWILL ..............................................      48,710      46,773
INTANGIBLE ASSETS, net of accumulated amortization
   of $30,799 and $30,509 as of June 1, 2002 and
   March 2, 2002, respectively ........................       6,960       7,250
OTHER ASSETS ..........................................       7,618       5,749
                                                          ---------   ---------
      TOTAL ASSETS ....................................   $ 262,033   $ 257,950
                                                          =========   =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
   Accounts payable ...................................   $  10,597    $ 10,966
   Accrued expenses and other liabilities .............      27,284      30,274
   Income taxes payable ...............................       7,212       5,943
                                                          ---------    --------
      TOTAL CURRENT LIABILITIES .......................      45,093      47,183

DEFERRED INCOME TAXES .................................        --          --
OTHER LIABILITIES .....................................      17,073      16,713
                                                          ---------    --------
      TOTAL LIABILITIES ...............................      62,166      63,896
                                                          ---------    --------
STOCKHOLDERS' EQUITY:
   Preferred stock, par value $.01 per share authorized
     10,000,000 shares, none issued ...................        --           --
   Common stock, par value $.01 per share, authorized
     100,000,000 shares; issued 49,244,000 shares and
     49,189,000 shares as of June 1, 2002 and March 2,
     2002, respectively ...............................         492         492
   Additional paid-in capital .........................      27,214      26,824
   Treasury stock, 7,363,000 shares and 7,143,000 shares
     as of June 1, 2002 and March 2, 2002, respectively.    (70,192)    (67,415)
   Retained earnings  .................................     253,282     245,941
   Accumulated other comprehensive loss, net of income
     taxes ............................................     (10,929)    (11,788)
                                                          ---------    --------
            TOTAL STOCKHOLDERS' EQUITY ................     199,867     194,054
                                                          ---------    --------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $ 262,033   $ 257,950
                                                          =========   =========

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



                                        3


<PAGE>

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


                                                         (Unaudited)
                                                    Thirteen weeks ended
                                                    June 1,        June 2,
                                                     2002           2001
                                                    -------        -------
                                                    (amounts in thousands,
                                                       except share data)


Net sales ...................................       $ 87,739      $ 86,892

Cost of sales ...............................         55,104        49,190
                                                    --------      --------
      Gross profit on sales .................         32,635        37,702

Other income (expense) ......................            (66)          728
                                                    --------      --------
                                                      32,569        38,430

Selling, general and administrative expenses          21,904        21,437
                                                    --------      --------
      Income from operations ................         10,665        16,993

Interest income, net ........................            632         1,465
                                                    --------      --------
Income before provision for income taxes ....         11,297        18,458

Provision for income taxes ..................          3,956         6,829
                                                    --------      --------
      Net income ............................       $  7,341      $ 11,629
                                                    ========      ========


Net income per share - basic ................         $ 0.17        $ 0.27
Net income per share - diluted ..............         $ 0.17        $ 0.26


Weighted average shares outstanding - basic .     42,000,000    43,854,000
Weighted average shares outstanding - diluted     42,960,000    45,049,000




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
                                          June 1,      June 2,
                                           2002         2001
                                          -------      -------
                                         (amounts in thousands)


   Net income .......................     $ 7,341      $11,629

   Currency translation adjustment            859       (3,994)
                                          -------      -------
   Comprehensive income .............     $ 8,200      $ 7,635
                                          =======      =======




































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
                                                        June 1,      June 2,
                                                         2002         2001
                                                        -------      -------
                                                       (amounts in thousands)
Cash flows from operating activities:
  Net income ........................................   $  7,341     $ 11,629
  Add/(subtract) non-cash items included
  in net income:
    Depreciation and amortization ...................      1,160        1,203
    Deferred income taxes ...........................      1,715         (126)

Change in operating assets and liabilities:
  Accounts receivable ...............................    (15,799)     (10,815)
  Inventories .......................................     (1,340)      (3,864)
  Income tax receivable .............................      2,356        4,482
  Prepaid expenses and other current assets .........      1,153          388
  Payables and other current liabilities ............     (2,090)      (5,682)
  Currency translation adjustment and other
  liabilities .......................................     (1,840)      (9,207)
                                                          -------     --------
     Cash used in operating activities ..............     (7,344)     (11,992)
                                                          -------     --------
Cash flows from investing activities:
  Additions to property, plant and equipment ........     (1,249)      (1,333)
                                                          -------      -------
     Cash used in investing activities ..............     (1,249)      (1,333)
                                                          -------      -------
Cash flows from financing activities:
  Exercise of stock options .........................        727          782
  Repurchase of common stock ........................     (2,792)      (6,618)
                                                          -------      -------
Cash used in financing activities ...................     (2,065)      (5,836)
                                                          -------      -------
Effect of exchange rates on cash and cash equivalents     (1,048)       4,642
Net decrease in cash and cash equivalents ...........    (11,706)     (14,519)

Cash and cash equivalents at beginning of quarter ...    121,057      158,741
                                                        --------     --------
Cash and cash equivalents at end of quarter .........   $109,351     $144,222
                                                        ========     ========

Supplemental disclosure of cash flow information:

Interest paid .......................................    $    23     $    70
Income taxes paid ...................................    $ 1,256     $ 3,645


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 1, 2002


1.   Basis of Presentation

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


2.   Quarterly Comparison

     Management  believes  that  quarter-to-quarter  comparisons  of  sales  and
     operating  results  are  affected  by a number of  factors,  including  new
     product  introductions,  seasonal products,  the timing of various expenses
     such as  advertising  and  variations  in shipping  and factory  scheduling
     requirements. Thus, quarterly results vary.


3.   Accounts Receivable
                                          (Unaudited)
                                            June 1,       March 2,
                                             2002           2002
                                            -------       --------
                                            (amounts in thousands)

        Gross receivables                   $ 54,507      $ 37,148
        Reserve for returns                  (17,699)      (15,875)
        Reserve for bad debt                    (970)      ( 1,234)
                                            --------      --------
          Net                               $ 35,838      $ 20,039
                                            ========      ========

4.   Inventories
                                          (Unaudited)
                                            June 1,       March 2,
                                             2002           2002
                                            -------       --------
                                            (amounts in thousands)

        Raw materials                       $  6,651      $  6,395
        Work in process                        1,053         1,274
        Finished products                     16,732        15,427
                                            --------      --------
           Total                            $ 24,436      $ 23,096
                                            ========      ========

5.   Segment Information

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

                                        7


<PAGE>

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

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

     The  Entertainment  Products  segment consists of trading cards and sticker
     album products featuring licenses from popular films,  television shows and
     other entertainment properties, including Pokemon.

     The  Company's  management  regularly  evaluates  the  performance  of each
     segment based upon its  contributed  margin,  which is profit after cost of
     goods,   product   development,   advertising  and  promotional  costs  and
     obsolescence,  but before unallocated  general and administrative  expenses
     and manufacturing  overhead,  depreciation and amortization,  other income,
     net interest 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 1,          June 2,
                                                 2002             2001
                                                -------          -------
                                                (In thousands of dollars)

 Net Sales
 ---------
 Confectionery .............................    $ 43,080        $ 44,808
 Collectible Sports Products ...............      34,343          30,911
 Entertainment Products ....................      10,316          11,173
                                                --------        --------
 Total .....................................    $ 87,739        $ 86,892
                                                ========        ========
 Contributed Margin
 ------------------
 Confectionery .............................    $ 16,020        $ 17,735
 Collectible Sports Products ...............       8,664          11,069
 Entertainment Products ....................       2,939           5,245
                                                --------        --------
 Total .....................................    $ 27,623        $ 34,049
                                                ========        ========
 Reconciliation of contributed margin
 to income before provision for income taxes:
 --------------------------------------------
 Total contributed margin ..................    $ 27,623        $ 34,049
 Unallocated general and administrative
 expenses and manufacturing overhead .......     (15,732)        (16,581)
 Depreciation and amortization .............      (1,160)         (1,203)
 Other income (expense).....................         (66)            728
                                                --------        --------
 Income from operations ....................      10,665          16,993
 Interest income, net ......................         632           1,465
                                                --------        --------
 Income before provision for income taxes ..    $ 11,297        $ 18,458
                                                ========        ========


                                        8

<PAGE>

6.   Credit Agreement

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

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


7.   Reclassifications

     Effective  March 3, 2002,  the  Company  adopted  the EITF Issue No.  00-14
     accounting standards that require certain trade promotion expenses, such as
     slotting  fees,  to be reported as a reduction  of net sales rather than as
     marketing expense.  Adoption of these  requirements  reduced both net sales
     and  marketing  expenses  in the first  quarters of fiscal 2003 and 2002 by
     $798,000  and  $559,000,  respectively,  but did not impact net earnings in
     either year.

8.   Accounting Changes

     On March 3, 2002 the Company  adopted  Statements  of Financial  Accounting
     Standards Board standards Nos. 141, Business  Combinations  (SFAS 141), and
     142,  Goodwill and Other  Intangible  Assets  (SFAS 142) which  require the
     Company to prospectively cease amortization of goodwill and instead conduct
     periodic  tests of  goodwill  for  impairment.  The  table  below  compares
     reported  earnings and earnings per share for the thirteen weeks ended June
     1, 2002 with earnings and earnings per share assuming proforma applications
     of the new accounting standards for the thirteen weeks ended June 2, 2001.

                                              Thirteen weeks ended
                                          June 1, 2002   June 2, 2001
                                          ------------   ------------
                                             (amounts in thousands)

     Net income                             $7,341         $11,629
     Add back:
     Goodwill amortization                       -             392
                                            ------         -------
     Adjusted net income                    $7,341         $12,021
                                            ======         =======

     Basic net income per share              $0.17           $0.27
     Goodwill amortization                       -           $0.01
                                             -----           -----
     Adjusted basic net income per share     $0.17           $0.28
                                             =====           =====

     Diluted net income per share            $0.17           $0.26
     Goodwill amortization                       -           $0.01
                                             -----           -----
     Adjusted diluted net income per share   $0.17           $0.27
                                             =====           =====


                                        9

<PAGE>

     The Company has evaluated its goodwill and intangible assets acquired prior
     to June 30, 2001 using the criteria of SFAS 141, which resulted in no other
     intangible  being  included in  goodwill.  The Company  has  evaluated  its
     intangible  assets and  determined  that all such assets have  determinable
     lives.  Furthermore,  the  Company  has  reassessed  the  useful  lives and
     residual  values of all acquired  intangible  assets to make any  necessary
     amortization period adjustments.  Based on that assessment,  no adjustments
     were made to the  amortization  period or residual values of the intangible
     assets.  The Company  reclassified $1.5 million in deferred  financing fees
     from  intangible  assets  to other  assets  and $0.8  million  in  software
     development costs from intangible  assets to property,  plant and equipment
     in order to conform with the definitions contained in SFAS 142.

     SFAS 142 prescribes a two-phase process for impairment testing of goodwill.
     The first phase,  required to be completed by August 31, 2002,  screens for
     impairment; while the second phase (if necessary), required to be completed
     by March 1, 2003 measures the impairment.  The Company is in the process of
     completing  the first phase and will report the results of that  process in
     the second quarter Form 10-Q.

     For the three  months  ended June 1, 2002 no goodwill or other  intangibles
     were acquired,  impaired or disposed.  Other  intangibles  consisted of the
     following:

<TABLE>
<CAPTION>
                                               (amounts in thousands)
                                   June 1, 2002                       June 2, 2001
                                   ------------                       ------------

                         Gross                           '  Gross
                        Carrying   Accumulated           ' Carrying   Accumulated
                         Value     Amortization    Net   '  Value     Amortization     Net
                       ----------------------------------'----------------------------------
<S>                     <C>         <C>         <C>      <C>          <C>           <C>
Licenses & Contracts    $ 21,879    $ 15,936    $ 5,943  ' $ 21,569   $ 14,261      $ 7,308
Intellectual Property     12,584      12,355        229  '   12,584     12,038          546
Software & Other           2,952       2,508        444  '    2,482      2,375          107
FAS 132 Pension              344           -        344  '        -          -            -
                        --------    --------    -------  ' --------   --------      -------
                                                         '
Total Intangibles       $ 37,759    $ 30,799    $ 6,960  ' $ 36,635   $ 28,674      $ 7,961
                        ========    ========    =======  ' ========   ========      =======
</TABLE>

     Over  the  next  five  years  we  expect  the  annual  amortization  of the
     intangible assets described to be as follows:

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

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


     Amortization  expense was  $321,000 for the three months ended June 1, 2002
     and  $670,000  including  goodwill  amortization  of $392,000 for the three
     months ended June 2, 2001.



                                       10


<PAGE>

9.   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 Chaset,  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 (CLRA) by the practice of selling trading cards
     with  randomly-inserted  "insert" cards allegedly in violation of state and
     federal  anti-gambling  laws and state consumer laws. The California  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 the CUBPA claims.

     On December 15, 2000, all  defendants  filed a motion to dismiss two of the
     claims for  failure to state a claim upon which  relief can be  granted;  a
     motion for summary judgment dismissing the remaining claim; and a motion to
     strike all allegations of fraudulent or deceptive  representations  and all
     references to plaintiff's  prayer for monetary  relief.  On March 29, 2001,
     the Court issued a tentative ruling granting defendants' motion for summary
     judgment on the grounds that the  defendant's  practices do not  constitute
     illegal gambling as a matter of law, but denying the demurrer to the extent
     that the  remaining  two  claims  allege  false or  misleading  advertising
     practices unrelated to the gambling issue. On March 30, 2001, in accordance
     with the  California  State  practice,  the Court  heard oral  argument  on
     whether or not its tentative ruling should stand as a final ruling. On June
     12, 2001, the Court denied both motions.  On September 21, 2001,  plaintiff
     moved for class certification.  Briefing and discovery concerning the class
     certification  issue was completed in January  2002,  and oral argument was
     heard on  February  27,  2002.  On  March  7,  2002,  Judge  Sabraw  of the
     California  State Court issued a ruling denying class  certification  under
     the CUBPA and  granting  class  certification  under the CLRA.  On April 2,
     2002,  the  defendants  filed a joint  motion to dismiss  the CLRA cause of
     action.  This motion was granted on May 6, 2002.  Plaintiff  has  indicated
     that he intends to appeal both the ruling denying class certification under
     the CUBPA and the ruling dismissing the CLRA cause of action.

















                                       11

<PAGE>




INDEPENDENT ACCOUNTANTS' REPORT



Board of Directors and Stockholders
The Topps Company, Inc.


We have reviewed the accompanying  condensed  consolidated  balance sheet of The
Topps Company, Inc. and subsidiaries (the "Company") as of June 1, 2002, and the
related condensed  consolidated  statements of operations and cash flows for the
thirteen  week  periods  ended  June 1, 2002 and June 2, 2001.  These  financial
statements are the responsibility of the Company's management.

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

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

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




DELOITTE & TOUCHE LLP


SIGNATURE

June  24, 2002
New York, New York




                                       12

<PAGE>


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


First Quarter Fiscal Year 2003 versus Fiscal Year 2002
------------------------------------------------------
The following table sets forth, for the periods indicated, net sales by key
business segment:

                                         June 1,          June 2,
                                          2002             2001
                                        --------          -------
                                        (In thousands of dollars)

        Confectionery                   $ 43,080         $ 44,808
        Collectible Sports Products       34,343           30,911
        Entertainment Products            10,316           11,173
                                        --------         --------
          Total                         $ 87,739         $ 86,892
                                        ========         ========


Net sales for the first  quarter of fiscal 2003  increased  1% to $87.7  million
from $86.9 million for the same period last year.

Effective March 3, 2002, the Company adopted the EITF Issue No. 00-14 accounting
standards that require certain trade promotion expenses,  such as slotting fees,
to be reported as a reduction of net sales  rather than as selling,  general and
administrative expense ("SG&A"). Adoption of these requirements reduced both net
sales and  marketing  expenses in the first  quarters of fiscal 2003 and 2002 by
$798,000 and $559,000,  respectively,  but did not impact net earnings in either
year.

Net sales of confectionery products,  which include, among other things, Bazooka
brand bubble gum and Ring Pop,  Push Pop,  Baby Bottle Pop and Pokemon  candies,
decreased  3.9% in the first  quarter of this year to $43.1  million  from $44.8
million  in fiscal  2002.  Included  in first  quarter  fiscal  2003  sales were
$376,000 of Pokemon  confectionery  products  versus  $1.4  million in the first
quarter of fiscal 2002. Topps branded  (non-Pokemon)  confectionery sales in the
quarter  were 1.5% below last year due to lower  sales of Baby Bottle Pop in the
U.S. and Japan.

Net sales of collectible  sports products,  which consist of traditional  sports
cards and sports  sticker  albums,  as well as the sports  Internet  businesses,
increased  11.1% to $34.3 million in the first quarter of fiscal 2003 from $30.9
million in the comparable  period last year. This increase reflects $3.0 million
in sales from the Internet  businesses  which did not generate sales a year ago,
strong sales of Premier  League soccer  products and the release of stickers and
albums  featuring  players from World Cup Soccer.  Sales of  traditional  sports
cards in the U.S. declined, the result of continuing weak industry conditions.

Net sales of  entertainment  products,  which consist of  entertainment  trading
cards and the Merlin line of entertainment sticker album products,  decreased to
$10.3  million in the first  quarter of fiscal 2003 from $11.2 million in fiscal
2002 reflecting lower sales of Pokemon  products.  Included in the first quarter
this year were $1.6 million of Pokemon sales versus $8.7 million last year. Also
included in reported sales are Pokemon return  reserve  reversals  totaling $0.7
million  this year  versus  $3.1  million  last year,  the result of higher than
expected  sell-through  of  product at  retail.  As of June 1, 2002,  the return
reserve balance for Pokemon products was $4.5 million. Non-Pokemon entertainment
sales,  which  consisted  primarily  of products  associated  with the  recently
released  Star Wars and  Spiderman  films,  increased  to $8.7 million from $2.5
million last year.




                                       13

<PAGE>


Gross profit as a percentage  of net sales for the first  quarter of fiscal 2003
decreased to 37.2% from 43.4% for the same period last year.  This was primarily
the result of a reduction in high-margin  Pokemon sales,  lower margins on sales
of traditional  sports card products and the addition of thePit business,  which
has a lower gross profit margin on average.

Other  income  (expense)  was an expense of $66,000  this year versus  income of
$728,000 last year,  reflecting  less  favorable  mark-to-market  adjustments on
foreign currency contracts this year than last.

SG&A  increased  as a percentage  of net sales to 25.0% in the first  quarter of
fiscal 2003 from 24.7% a year ago, while SG&A dollar spending increased to $21.9
million from $21.4 million.  The dollar increase was driven by higher  marketing
spending, primarily on the etopps and European businesses. Overhead costs in the
quarter  were lower this year than last due to a smaller  accrual  for  employee
incentive  bonus  payments,  a  reduction  in etopps  programming  costs and the
elimination of goodwill amortization resulting from the adoption of FAS 142.

Net  interest  income  decreased to $632,000 in fiscal 2003 from $1.5 million in
fiscal 2002 due to a decrease in cash on hand and lower interest rates.

The tax rate in the first  quarter of fiscal 2003 was 35.0%  versus 37.0% in the
first  quarter  of fiscal  2002,  primarily  as a result  of the new  accounting
treatment for goodwill amortization.

Net income for the first quarter of fiscal 2003 was $7.3  million,  or $0.17 per
diluted  share,  compared  with $11.6  million,  or $0.26 per diluted share last
year.


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

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

As of June 1, 2003, the Company had $109.4 million in cash and cash equivalents.

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

In October 1999, the Board of Directors authorized the Company to purchase up to
5  million  shares  of its  stock.  In  October  2001,  purchases  against  this
authorization were completed, and the Board of Directors authorized the purchase
of up to an  additional  5  million  shares of stock.  As of June 1,  2002,  the
Company had  repurchased  a total of 6.3 million  shares at an average  price of
$9.66.  During the first quarter of fiscal 2003, the Company repurchased 291,000
shares at an average  price of $9.92 and used 70,500  shares for the exercise of
stock options.




                                       14


<PAGE>

During the first quarter of fiscal 2003,  the Company's net decrease in cash and
cash  equivalents  was $11.7  million  versus a decrease of $14.5 million in the
first  quarter of fiscal 2002.  Cash used in operating  activities  in the first
quarter of this year was $7.3 million versus $12.0 million last year,  primarily
as a result of lower European  income tax payments in the current fiscal period.
Cash used in investing  activities reflects $1.2 million in capital expenditures
this  year  compared  with  $1.3  million  last  year.  Cash  used in  financing
activities  reflects  expenditures  for the  repurchase of Company stock of $2.8
million this year versus $6.6 million last year.


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

In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform Act of 1995 (the "Reform Act"),  the Company is hereby filing
cautionary  statements  identifying  important  factors  that could cause actual
results  to  differ  materially  from  those  projected  in any  forward-looking
statements  of the Company made by or on behalf of the Company,  whether oral or
written.  Among the factors  that could cause the  Company's  actual  results to
differ  materially from those indicated in any such forward  statements are: (i)
the failure of certain of the Company's principal products,  particularly sports
cards, entertainment cards, lollipops and sticker album collections,  to achieve
expected  sales  levels;  (ii) a player  strike  or  lock-out  in  Major  League
Baseball;  (iii) quarterly  fluctuations in results;  (iv) the Company's loss of
important  licensing  arrangements;  (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) excessive  returns of
the Company's  products;  (x) civil unrest,  currency  devaluation  or political
upheaval in certain foreign countries in which the Company conducts business; as
well as other  risks  detailed  from time to time in the  Company's  reports and
registration statements filed with the Securities and Exchange Commission.

























                                       15

<PAGE>

ITEM 3.  DISCLOSURES ABOUT MARKET RISK

The Company's  exposure to market risk  associated with activities in derivative
financial  instruments  (e.g.,  hedging  or  currency  swap  agreements),  other
financial  instruments and derivative  commodity  instruments is confined to the
impact of  mark-to-market  changes in foreign  currency  rates on the  Company's
forward  contracts  and options.  The Company has no debt and does not engage in
any commodity-related  derivative transactions.  As of June 1, 2002, the Company
had  contracts  and options  which were  entered into for the purpose of hedging
forecasted  receipts and disbursements in various foreign  currencies and which,
due  to  the   weakening  of  the  U.S.   dollar,   resulted  in  a  unfavorable
mark-to-market in the quarter.












































                                       16

<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 27, 2002
for the following purposes:

        1.  To elect three directors;
        2.  To ratify and approve an amendment and restatement of the Company's
            1994 Directors' stock option plan;
        3.  To ratify the appointment of auditors.



The results of the matters voted on are as follows:

                                        For             Withheld
                                     ----------       ----------
1.  Election of Directors
      Stephen D. Greenberg           37,844,214          551,316
      Ann Kirschner                  27,208,665       11,186,865
      Richard Tarlow                 37,775,789          619,741


                                          For          Against       Abstentions
                                      ----------     ----------      -----------
2.  Approval of amendment to
      Directors' stock
      option plan                     32,851,870      1,687,043       3,856,617

3.  Ratification of appointment
      of auditors                     37,581,082        763,869          50,579















                                       17

<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


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


10.26    1994 Non-Employee Director Stock Option Plan as Amended and Restated as
         of June 27, 2002

10.27    Amended and Restated  Supplemental  Pension  Agreement  with Arthur T.
         Shorin













































                                       18

<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 16, 2002



















                                       19