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 August 31, 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  October  8, 2002 was
41,256,000.



<PAGE>




                             THE TOPPS COMPANY, INC.
                                AND SUBSIDIARIES



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


ITEM 1.  FINANCIAL STATEMENTS


                        Index                                        Page
                                                                     ----

         Condensed Consolidated Balance Sheets as of
           August 31, 2002 and March 2, 2002                           3

         Condensed Consolidated Statements of Operations
           for the thirteen and twenty-six weeks ended
           August 31, 2002 and September 1, 2001                       4

         Condensed Consolidated Statements of Comprehensive
           Income for the thirteen and twenty-six weeks ended
           August 31, 2002 and September 1, 2001                       5

         Condensed Consolidated Statements of Cash Flows
           for the twenty-six weeks ended August 31, 2002
           and September 1, 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                                18


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


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                             19

ITEM 14. CONTROLS AND PROCEDURES                                      20








                                        2
<PAGE>

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

                                                      (Unaudited)
                                                         August       March
                                                        31, 2002     2, 2002
                                                        --------     -------
                                                       (amounts in thousands
                                                         except share data)

ASSETS
------
  CURRENT ASSETS:
    Cash and cash equivalents ......................    $118,484    $121,057
    Accounts receivable - net ......................      19,526      20,039
    Inventories ....................................      28,538      23,096
    Income tax receivable ..........................         989       3,230
    Deferred tax assets ............................       3,089       4,343
    Prepaid expenses and other current assets ......      10,793      11,807
                                                        --------    --------
      TOTAL CURRENT ASSETS .........................     181,419     183,572
                                                        --------    --------

  PROPERTY, PLANT & EQUIPMENT ......................      27,028      25,134
    Less:  accumulated depreciation and amortization      12,435      10,528
                                                        --------    --------
      NET PROPERTY, PLANT & EQUIPMENT ..............      14,593      14,606
                                                        --------    --------

  GOODWILL .........................................      48,840      46,773
  INTANGIBLE ASSETS, net of accumulated amortization
    of $31,088 and $30,509 as of August 31, 2002
    and March 2, 2002, respectively ................       6,671       7,250
  OTHER ASSETS .....................................       7,722       5,749
                                                        --------    --------
         TOTAL ASSETS ..............................    $259,245    $257,950
                                                        ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
  CURRENT LIABILITIES:
    Accounts payable ...............................    $  9,683    $ 10,966
    Accrued expenses and other liabilities .........      27,701      30,274
    Income taxes payable ...........................       4,257       5,943
                                                        --------    --------
      TOTAL CURRENT LIABILITIES ....................      41,641      47,183

  DEFERRED INCOME TAXES ............................          -           -
  OTHER LIABILITIES ................................      17,290      16,713
                                                        --------    --------
      TOTAL LIABILITIES ............................      58,931      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 August 31, 2002 and
      March 2, 2002, respectively                            492         492
    Additional paid-in capital                            27,818      26,824
    Treasury stock, 7,989,000 shares and 7,143,000
      shares as of August 31, 2002 and March 2, 2002,
      respectively                                       (76,507)    (67,415)
    Retained earnings                                    257,974     245,941
    Accumulated other comprehensive loss, net of
      income taxes                                        (9,463)    (11,788)
                                                        ---------   ---------
      TOTAL STOCKHOLDERS' EQUITY                         200,314     194,054
                                                        ---------   ---------

         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $259,245    $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   Twenty-six weeks ended
                                    August   September     August     September
                                   31, 2002   1, 2001     31, 2002     1, 2001
                                   --------  ---------    --------    ---------
                                     (amounts in thousands, except share data)


Net sales ......................... $ 69,999   $ 81,214   $157,738    $168,106
Cost of sales .....................   44,703     45,007     99,807      94,197
                                    --------    --------  --------    --------
      Gross profit on sales .......   25,296     36,207     57,931      73,909

Other income (expense) ............      288     (2,568)       222      (1,840)
                                    --------    --------  --------    ---------
                                      25,584     33,639     58,153      72,069

Selling, general and administrative
  expenses ........................   19,273     21,344     41,177      42,781
                                    --------   --------   --------    --------
     Income from operations .......    6,311     12,295     16,976      29,288

Interest income, net ..............      568      1,249      1,200       2,714
                                    --------   --------   --------    --------

Income before provision for
  income taxes ....................    6,879     13,544     18,176      32,002

Provision for income taxes ........    2,187      4,692      6,143      11,521
                                    --------   --------   --------    --------

           Net income ............. $  4,692   $  8,852   $ 12,033    $ 20,481
                                    ========   ========   ========    ========




Net income per share - basic ...... $   0.11   $   0.20   $   0.29   $   0.47
                     - diluted ....     0.11       0.20       0.28       0.46

Weighted average shares
  outstanding    - basic ......   41,622,000  43,376,000  41,811,000  43,615,000
                 - diluted ....   42,466,000  44,709,000  42,717,000  44,878,000



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   Twenty-six weeks ended
                                    August   September     August     September
                                   31, 2002   1, 2001     31, 2002     1, 2001
                                   --------  ---------    --------    ---------
                                             (amounts in thousands)

Net income ......................  $  4,692   $  8,852    $ 12,033    $ 20,481

Currency translation adjustment..     1,466      2,893       2,325      (1,101)
                                   --------    -------    --------     --------

Comprehensive income ............  $  6,158   $ 11,745    $ 14,358    $ 19,380
                                   ========   ========    ========    ========





































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)
                                                        Twenty-six weeks ended
                                                          August    September
                                                         31, 2002    1, 2001
                                                         --------   ---------
                                                        (amounts in thousands)

Cash flows from operating activities:
  Net income .......................................... $ 12,033     $ 20,481
  Add/(subtract) non-cash items included in net income:
      Depreciation and amortization ...................    2,433        2,581
      Deferred income taxes ...........................    1,254           14

  Change in operating assets and liabilities:
      Accounts receivable .............................      513      (11,548)
      Inventories .....................................   (5,442)      (6,651)
      Income tax receivable ...........................    2,241        4,753
      Prepaid expenses and other current assets .......    1,014          523
      Payables and other current liabilities ..........   (5,542)      (9,133)
      Other liabilities ...............................   (3,626)         239
                                                         --------     -------
           Cash provided by operating activities ......    4,878        1,259
                                                         --------     -------

Cash flows from investing activities:
      Purchase of subsidiary ..........................        -       (5,671)
      Additions to property, plant and equipment ......   (1,894)      (3,096)
                                                           -------    --------

           Cash used in investing activities ..........   (1,894)      (8,767)
                                                          --------    --------

Cash flows from financing activities:
      Exercise of stock options .......................    1,333        2,061
      Repurchase of common stock ......................   (9,431)     (17,422)
                                                         --------     --------

           Cash used in financing activities ..........   (8,098)     (15,361)
                                                         --------     --------

Effect of exchange rates on cash and cash equivalents .    2,541       (1,415)
Net increase (decrease) in cash and cash equivalents ..   (2,573)     (24,284)

Cash and cash equivalents at beginning of period ......  121,057      158,741
                                                         -------      -------
Cash and cash equivalents at end of period ............ $118,484     $134,457
                                                        ========     ========


Supplemental disclosure of cash flow information:

  Interest paid ........................................ $     36    $     19
  Income taxes paid .................................... $  6,875    $ 13,851


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
                     TWENTY-SIX WEEKS ENDED AUGUST 31, 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  twenty-six  weeks ended August 31, 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 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,  among  others.  Thus,
     quarterly results vary.


3.   Accounts Receivable
                                       (Unaudited)
                                         August           March
                                        31, 2002         2, 2002
                                        --------         -------
                                         (amounts in thousands)

        Gross receivables               $ 38,327        $ 37,148
        Reserve for returns              (17,618)        (15,875)
        Reserve for bad debt              (1,183)         (1,234)
                                        ---------       ---------
                Net                     $ 19,526        $ 20,039
                                        =========       =========

4.   Inventories

                                       (Unaudited)
                                         August           March
                                        31, 2002         2, 2002
                                        --------         -------
                                         (amounts in thousands)

        Raw materials                   $  7,753        $  6,395
        Work in process                    1,634           1,274
        Finished product                  19,151          15,427
                                        --------        --------
                Total                   $ 28,538        $ 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 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 sales from  thePit,  etopps and Topps  Vault  Internet
     businesses.

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

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

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

                                   Thirteen weeks ended   Twenty-six weeks ended
                                    August   September      August    September
                                   31, 2002   1, 2001      31, 2002    1, 2001
                                   --------  ---------     --------   ---------
                                             (amounts in thousands)



Net Sales
Confectionery ...................  $ 42,248   $ 44,442    $ 85,328     $ 89,250
Collectible Sports Products .....    24,365     28,727      58,708       59,638
Entertainment Products ..........     3,386      8,045      13,702       19,218
                                   --------   --------    --------     --------
Total ...........................  $ 69,999   $ 81,214    $157,738     $168,106
                                   ========   ========    ========     ========

Contributed Margin
Confectionery ...................  $ 15,138   $ 16,841    $ 31,158     $ 34,576
Collectible Sports Products .....     5,526      9,826      14,190       20,895
Entertainment Products ..........     1,966      5,914       4,905       11,159
                                   --------   --------    --------     --------
Total ...........................  $ 22,630   $ 32,581    $ 50,253     $ 66,630
                                   ========   ========    ========     ========


Reconciliation of Contributed Margin
  to Income Before Provision for
  Income Taxes:

Total Contributed Margin ........  $ 22,630    $ 32,581   $ 50,253     $ 66,630
Unallocated General and
  Administrative Expenses and
  Manufacturing Overhead ..         (15,334)    (16,340)   (31,066)     (32,921)
Depreciation & Amortization .....    (1,273)     (1,378)    (2,433)      (2,581)
Other Income (Expense) ..........       288      (2,568)       222       (1,840)
                                   --------    ---------  --------     ---------
Income from Operations ..........     6,311      12,295     16,976       29,288
Interest Income, Net ............       568       1,249      1,200        2,714
                                   --------    ---------  --------     ---------
Income Before Provision for
  Income Taxes                     $  6,879    $ 13,544   $ 18,176     $ 32,002
                                   ========    ========   =========    ========


                                        8

<PAGE>

6.   Credit Agreement

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

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


7.   Reclassifications

     Effective  March 3, 2002,  the  Company  adopted  the EITF Issue No.  00-14
     accounting standards that require certain trade promotion expenses, such as
     slotting fees, to be reclassified.  As a result,  trade promotion  expenses
     for fiscal 2003 of $868,000 in the second quarter and $1,666,000 in the six
     month period have been  reported as a reduction of net sales rather than as
     marketing  expense.  Fiscal 2002 financials  reflect  similar  treatment of
     these expenses which totaled  $445,000 in the second quarter and $1,004,000
     in the six months. These changes did not impact reported earnings in either
     year.

8.   Accounting Changes

     On March 3, 2002, the Company  adopted  Statements of Financial  Accounting
     Standards Board standards Nos. 141, Business Combinations ("SFAS 141"), and
     142,  Goodwill and Other  Intangible  Assets ("SFAS 142") which require the
     Company to prospectively cease amortization of goodwill and instead conduct
     periodic  tests of  goodwill  for  impairment.  The  table  below  compares
     reported  earnings  and  earnings  per  share  for  the  thirteen  and  the
     twenty-six weeks ended August 31, 2002 with earnings and earnings per share
     assuming  proforma  application  of the new  accounting  standards  for the
     thirteen and the twenty-six weeks ended September 1, 2001.

                                   Thirteen weeks ended   Twenty-six weeks ended
                                    August   September     August     September
                                   31, 2002   1, 2001     31, 2002     1, 2001
                                   --------  ---------    --------    ---------

Net income ......................  $ 4,692    $ 8,852      $ 12,033    $ 20,481
Add back:
Goodwill amortization ...........        -        392             -         784
                                   -------    -------      --------    --------
Adjusted net income .............  $ 4,692    $ 9,244      $ 12,033    $ 21,265
                                   =======    =======      ========    ========

Basic net income per share ......  $  0.11    $  0.20      $   0.29    $   0.47
Goodwill amortization ...........  $     -    $  0.01      $      -    $   0.02
                                   -------    -------      --------    --------
Adjusted basic net income
   per share ....................  $  0.11    $  0.21      $   0.29    $   0.49
                                   =======    =======      ========    ========

Diluted net income per share ....  $  0.11    $  0.20      $   0.28    $   0.46
Goodwill amortization ...........  $     -    $  0.01      $      -    $   0.02
                                   -------    -------      --------    --------
Adjusted diluted net income
   per share ....................  $  0.11    $  0.21      $   0.28    $   0.48
                                   =======    =======      ========    ========


                                        9

<PAGE>


     The Company has evaluated its goodwill and intangible assets acquired prior
     to June 30, 2001 using the criteria of SFAS 141, and has determined that no
     intangible assets should be reclassified to goodwill.  The Company has also
     evaluated its intangible  assets and  determined  that all such assets have
     determinable  lives.  Furthermore,  the Company has  reassessed  the useful
     lives and  residual  values  of all  intangible  assets  to review  for any
     necessary  amortization  period adjustments.  Based on that assessment,  no
     adjustments were made to the amortization  period or residual values of the
     intangible  assets.  In order to conform with the definitions  contained in
     SFAS 142, the Company  reclassified $1.5 million in deferred financing fees
     from  intangible  assets  to other  assets  and $0.8  million  in  software
     development costs from intangible assets to property,  plant and equipment.
     Additionally,  $1.9  million of deferred tax assets  related to  thePit.com
     acquisition were reclassified to goodwill.

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

     For the six months ended August 31, 2002, no goodwill or other  intangibles
     were acquired,  impaired or disposed.  Intangible  assets  consisted of the
     following as of August 31, 2002 and September 1, 2001:

<TABLE>
<CAPTION>

                                                 (amounts in thousands)

                                  August 31, 2002                      September 1, 2001

                           Gross                           '    Gross
                        Carrying    Accumulated            '  Carrying    Accumulated
                           Value   Amortization     Net    '     Value   Amortization     Net
                        --------   ------------   -------  '  --------   ------------   -------
<S>                     <C>          <C>          <C>      <C><C>          <C>          <C>
Licenses & Contracts    $ 21,879     $ 16,155     $ 5,724  '  $ 21,879     $ 15,279     $ 6,600
Intellectual Property     12,584       12,394         190  '    12,584       12,235         349
Software & Other           2,952        2,539         413  '     2,952        2,414         538
FAS 132 Pension              344            -         344  '         -            -           -
                        --------     --------     -------  '  --------     --------     -------
Total Intangibles       $ 37,759     $ 31,088     $ 6,671  '  $ 37,415     $ 29,928     $ 7,487
                        ========     ========     =======  '  ========     ========     =======

</TABLE>

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

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

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


In  addition  to  the  amortization  of  intangibles   listed  above,   reported
amortization  expense,  which was  $642,000  for the six months ended August 31,
2002 and  $1,340,000  for the six  months  ended  September  1,  2001,  included
amortization  of  deferred   financing  fees  and,  in  fiscal  2002,   goodwill
amortization of $784,000.


                                       10

<PAGE>

9.   Legal Proceedings

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

























                                       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 August 31, 2002, and
the related condensed  consolidated  statements of operations and cash flows for
the  twenty-six  weeks  ended  August 31,  2002 and  September  1,  2001.  These
financial statements are the responsibility of the Company's management.

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

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

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




DELOITTE & TOUCHE LLP


SIGNATURE

October 11, 2002
New York, New York










                                       12

<PAGE>


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

Second Quarter Fiscal Year 2003 (thirteen weeks ended August 31, 2002) versus
Second Quarter Fiscal Year 2002 (thirteen weeks ended September 1, 2001)

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

                                   Thirteen weeks ended   Twenty-six weeks ended
                                    August   September     August     September
                                   31, 2002   1, 2001     31, 2002     1, 2001
                                   --------  ---------    --------    ---------
                                            (In thousands of dollars)
   Net Sales
   ---------
   Confectionery                   $ 42,248    $ 44,442    $ 85,328    $ 89,250
   Collectible Sports Products       24,365      28,727      58,708      59,638
   Entertainment Products             3,386       8,045      13,702      19,218
                                   --------    --------    --------    --------
        Total                      $ 69,999    $ 81,214    $157,738    $168,106
                                   ========    ========    ========    ========

Net sales for the second quarter of fiscal 2003 decreased 13.8% to $70.0 million
from $81.2  million  for the same  period  last  year,  in part as a result of a
decrease  in sales of  Pokemon  products  from  $8.7  million  last year to $1.7
million this year.  Included in Pokemon sales were return provision reversals of
$1.0 million this year versus $4.8 million last year.

Effective March 3, 2002, the Company adopted the EITF Issue No. 00-14 accounting
standards that require certain trade promotion expenses,  such as slotting fees,
to be reported as a reduction of net sales  rather than as selling,  general and
administrative expense ("SG&A"). Adoption of these requirements reduced both net
sales and marketing  expenses in the second  quarters of fiscal 2003 and 2002 by
$868,000 and $445,000,  respectively,  but did not impact  reported  earnings in
either year.

Net sales of confectionery products,  which include, among other things, Bazooka
brand bubble gum and Ring Pop,  Push Pop,  Baby Bottle Pop and Pokemon  candies,
decreased  4.9% in the second  quarter of this year to $42.2  million from $44.4
million in fiscal  2002.  Included  in fiscal  2003  second  quarter  sales were
$462,000 of Pokemon  confectionery  products  versus $3.2  million in the second
quarter of fiscal 2002. Topps branded  (non-Pokemon)  confectionery sales in the
quarter were $41.8 million, 1.4% higher than last year due to growth of Ring Pop
and  Push  Pop in the  U.S.  and the  introduction  of Pro  Flip  Pop in  Japan,
partially offset by lower sales this year of Baby Bottle Pop.

Net sales of collectible  sports products,  which consist of traditional  sports
cards,  sports  sticker  album  products  and the  sports  Internet  businesses,
decreased 15.2% to $24.4 million in the second quarter of fiscal 2003 from $28.7
million in the comparable period last year. Within collectible sports,  sales of
traditional products decreased 23.9% to $21.7 million, reflecting lower sales of
football  products and the prospect of a baseball strike which caused  retailers
to scale back  orders of  baseball  products in  anticipation  of lower  demand.
Reported  Internet sales increased to $2.7 million from $222,000 last year, as a
result of the launch of etopps  (which  occurred in the third  quarter of fiscal
2002) and the acquisition of thePit.com (which occurred at the end of the second
quarter of fiscal 2002).  Cash received from etopps sales in the second  quarter
of  fiscal  2003 was $1.9  million  higher  than  reported  sales;  however,  in
accordance with accounting regulations, recognition of the sales associated with
these higher cash receipts has been deferred  pending  production of the related
inventory.


Net sales of  entertainment  products,  which consist of  entertainment  trading
cards and the Merlin line of entertainment sticker album products,  decreased to
$3.4  million in the second  quarter of fiscal 2003 from $8.0  million in fiscal
2002,  in part the result of lower  sales of Pokemon  products.  Included in the
second  quarter this year were $1.3 million of Pokemon sales versus $5.4 million




                                       13

<PAGE>


last year.  Non-Pokemon  entertainment  sales,  which in the  quarter  this year
consisted  primarily of products  based on the Lord of the Rings,  Spiderman and
World Wrestling  Enterprises  ("WWE")  licenses,  decreased to $2.1 million from
$2.6 million last year.

Gross profit as a percentage of net sales for the second  quarter of fiscal 2003
decreased to 36.1% from 44.6% for the same period last year.  This was primarily
the result of a reduction in high-margin  Pokemon sales, a mix shift in the U.S.
toward  lower  margin  items  including  transactions  on  thePit.com  which was
acquired last year, the absence of a one-time French distributor rebate received
in the second quarter last year and an increase in European  returns  provisions
on this year's entertainment products.

Other  income/(expense) was $288,000 this year versus an expense of $2.6 million
last year  reflecting  the  absence  of charges  taken last year  related to the
impact of the weakening dollar on U.S.  dollar-denominated cash balances held in
Europe.

SG&A  increased as a percentage  of net sales to 27.5% in the second  quarter of
fiscal 2003 from 26.3% a year ago, while SG&A dollar spending decreased to $19.3
million from $21.3 million.  The dollar  decrease was driven by the absence this
quarter of an accrual for year-end  employee  incentive  bonus  payments,  lower
expenditures for consumer promotions in the U.S., a reduction in etopps overhead
costs and the elimination of goodwill  amortization  resulting from the adoption
of FAS 142. Accruals for year-end employee  incentive bonus payments may be made
in future  quarters  depending upon the Company's  estimate of the amounts to be
paid.  Increased  etopps  advertising  and a  full  quarter  of  overhead  costs
associated  with thePit  business,  which was  acquired in the final week of the
second quarter last year, offset some of this favorability.

Net  interest  income in the quarter  decreased  to $568,000 in fiscal 2003 from
$1.2 million in fiscal 2002 due to a decrease in cash on hand and lower interest
rates.

The tax rate in the second  quarter of fiscal 2003 was 31.8% versus 34.6% in the
second  quarter  of  fiscal  2002,  in part  the  result  of the new  accounting
treatment for goodwill.

Net income for the second quarter of fiscal 2003 was $4.7 million,  or $0.11 per
diluted share, compared with $8.9 million, or $0.20 per diluted share last year.


First Half Fiscal 2003  (twenty-six  weeks ended  August 31,  2002)  compared to
First Half Fiscal 2002 (twenty-six weeks ended September 1, 2001)
-----------------------------------------------------------------

Net sales in the first half of fiscal 2003 decreased 6.2% to $157.7 million from
$168.1 million for the same period last year.  This decrease was a function of a
significant  reduction  in Pokemon  sales to $3.7 million in the first half this
year from  $18.8  million  last year.  Included  in  Pokemon  sales were  return
provision reversals of $1.7 million this year versus $7.9 million last year.

Effective March 3, 2002, the Company adopted the EITF Issue No. 00-14 accounting
standards that require certain trade promotion expenses,  such as slotting fees,
to be  reported  as a reduction  of net sales  rather than as SG&A.  Adoption of
these requirements reduced both net sales and marketing expenses by $1.7 million
in fiscal 2003 and $1.0  million in fiscal  2002.  These  changes did not impact
reported earnings in either year.

Net sales of confectionery  products  decreased 4.4% in the first half this year
to $85.3  million  from $89.3  million in fiscal  2002.  Included in fiscal 2003
sales were $838,000 of Pokemon confectionery products versus $4.7 million a year
ago. Excluding Pokemon products,  sales of branded  confectionery  products were
basically unchanged, with strong growth of Ring Pop and Push Pop in the U.S. and
the  introduction  of Pro Flip Pop in Japan offset by lower sales of Baby Bottle
Pop.




                                       14

<PAGE>


Net sales of collectible  sports products decreased 1.6% to $58.7 million in the
first half of fiscal 2003 from $59.6 million in the comparable period last year.
This  decrease  was  primarily  the result of lower sales of U.S.  football  and
baseball  products.  Partially  offsetting  the decrease were stronger  sales of
Premier  League Soccer and the addition of World Cup Soccer  products in Europe,
as well as Internet sales which were $5.7 million this year versus $222,000 last
year.

Net sales of  entertainment  products  decreased  28.7% to $13.7  million in the
first  half of fiscal  2003 from  $19.2  million  in fiscal  2002  reflecting  a
decrease in sales of Pokemon entertainment products from $14.1 million last year
to $2.8  million  this  year.  Non-Pokemon  sales,  which  this  year  consisted
primarily of products related to the Star Wars, Spiderman, Lord of the Rings and
WWE licenses, increased to $10.9 million from $5.1 million last year.

Gross  profit as a  percentage  of net sales for the first  half of fiscal  2003
decreased  to 36.7% as compared  with 44.0% for the same period last year.  This
was  primarily the result of a reduction in  high-margin  Pokemon  sales,  a mix
shift in the U.S.  favoring  lower margin  products  including  transactions  on
thePit.com  which was  acquired  last year,  the  absence  of a one-time  French
distributor  rebate  received in the second quarter last year and an increase in
European returns provisions on this year's entertainment products.

Other  income/(expense) was $222,000 this year versus an expense of $1.8 million
last year primarily reflecting the absence of charges taken last year related to
the impact of the weakening dollar on U.S. cash balances held in Europe.

SG&A expenses  increased as a percentage of net sales to 26.1% in the first half
of fiscal  2003 from 25.4% a year ago as a result of lower  sales.  SG&A  dollar
spending decreased to $41.2 million from $42.8 million.  The dollar decrease was
driven by the absence this quarter of an accrual for year-end employee incentive
bonus  payments,  lower  expenditures  for  consumer  promotions  in the U.S., a
reduction in etopps overhead costs and the elimination of goodwill  amortization
resulting from the adoption of FAS 142. Accruals for year-end employee incentive
bonus  payments  may be made in future quarters  depending  upon  the  Company's
estimate of the amounts to be paid.  Increased etopps advertising and six months
of overhead costs associated with thePit business,  which was acquired in August
of last year, offset some of this favorability.

Net interest income for the six month period decreased to $1.2 million in fiscal
2003 from $2.7  million  in fiscal  2002 due to a  decrease  in cash on hand and
lower interest rates.

The tax rate  through the first six months of fiscal 2003 was 33.8% versus 36.0%
for the  same  period  last  year,  in part  the  result  of the new  accounting
treatment for goodwill.

Net  income in the first  half of fiscal  2003 was $12.0  million,  or $0.28 per
diluted share,  as compared with $20.5 million,  or $0.46 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 August 31, 2002, the Company had $118.5 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


                                       15

<PAGE>

covenants,  limits the  Company's  ability to  repurchase  its  shares,  sell or
acquire  assets  or  borrow  additional  money  and  prohibits  the  payment  of
dividends.  The credit  agreement  may be terminated by the Company at any point
over the four year term  (provided the Company  repays all  outstanding  amounts
thereunder)  without penalty.  On June 1, 2002, the credit agreement was amended
to  provide  for an  increase  in the  number of shares  of Topps  common  stock
permitted to be repurchased.

In October 1999, the Board of Directors authorized the Company to purchase up to
5  million  shares  of its  stock.  In  October  2001,  purchases  against  this
authorization were completed, and the Board of Directors authorized the purchase
of up to an  additional 5 million  shares of stock.  As of August 31, 2002,  the
Company had  repurchased  a total of 7.0 million  shares at an average price per
share of $9.60 under these  authorizations.  During the second quarter of fiscal
2003,  the Company  repurchased  716,500  million shares at an average price per
share of $9.13.

During the first half of fiscal  2003,  the  Company's  net decrease in cash and
cash  equivalents  was $2.6 million versus a decrease of $24.3 million in fiscal
2002. Cash provided by operating activities in the six month period of this year
was $4.9 million, versus $1.3 million last year, primarily reflecting a $513,000
decrease  in  receivables  over the period this year versus an increase of $11.5
million last year.  Cash used in investing  activities  reflects $1.9 million in
capital expenditures this year as compared with $5.7 million for the acquisition
of thePit.com as well as $3.1 million in capital  expenditures  last year.  Cash
used in financing activities reflects expenditures for the repurchase of Company
stock of $9.4 million this year versus $17.4 million last year.


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

In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform Act of 1995 (the "Reform Act"),  the Company is hereby filing
cautionary  statements  identifying  important  factors  that could cause actual
results  to  differ  materially  from  those  projected  in any  forward-looking
statements  of the Company made by or on behalf of the Company,  whether oral or
written.  Among the factors  that could cause the  Company's  actual  results to
differ  materially from those indicated in any such forward  statements are: (i)
the failure of certain of the Company's principal products,  particularly sports
cards, entertainment cards, lollipops and sticker album collections,  to achieve
expected sales levels;  (ii) the Company's  inability to produce  timely,  or at
all, certain new planned confectionery products; (iii) quarterly fluctuations in
results;  (iv) the Company's loss of important licensing  arrangements;  (v) the
failure of etopps,  the Company's on-line  trading card  initiative,  to achieve
expected  levels  of  success;  (vi)  the  Company's  loss of  important  supply
arrangements  with third  parties;  (vii) the loss of any of the  Company's  key
customers or distributors;  (viii) further prolonged and material contraction in
the trading card industry as a whole;  (ix)  excessive  returns of the Company's
products;  (x) civil  unrest,  currency  devaluation  or  political  upheaval in
certain foreign  countries in which the Company  conducts  business;  as well as
other risks detailed from time to time in the Company's reports and registration
statements filed with the Securities and Exchange Commission.


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

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




                                       16

<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












October 15, 2002





















                                       17


<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 August  31,  2002,  the
Company had  contracts  and options  which were  entered into for the purpose of
hedging forecasted  receipts and disbursements in various foreign currencies and
which,  due to the  weakening  of the U.S.  dollar,  resulted in an  unfavorable
mark-to-market adjustment in the quarter.






















                                       18



















<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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


10.28 License  Agreement between the Company and The  National  Football  League
      Players Association, dated March 1, 2000.

10.29 Service  Agreement  between the Company and The  National Football  League
      Incorporated, dated March 1, 2000.

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

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















                                       19

<PAGE>
ITEM 14.  CONTROLS AND PROCEDURES

a) Evaluation of disclosure controles 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 inter 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 evaluaiton. There were no significant deficiencies or material weaknesses,
and therefore there were no corrective actions taken.

I, Arthur T. Shorin, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date:    October 15, 2002               THE TOPPS COMPANY, INC.
                                        -----------------------
                                              REGISTRANT


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

                                       20

<PAGE>

I, Catherine K. Jessup, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date:  October 15, 2002                 THE TOPPS COMPANY, INC.
                                        -----------------------
                                               REGISTRANT



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




                                       21