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 September 1, 2001

                                       OR

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


Commission File Number:  0-15817



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


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



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


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











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


The number of outstanding shares of Common Stock as of October 10, 2001 was
42,442,000.




<PAGE>


                             THE TOPPS COMPANY, INC.
                                AND SUBSIDIARIES



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


ITEM 1. FINANCIAL STATEMENTS


                        Index                                         Page

        Condensed Consolidated Balance Sheets as of
            September 1, 2001 and March 3, 2001                         3

        Condensed Consolidated Statements of Operations
            for the thirteen and twenty-six weeks ended
            September 1, 2001 and August 26, 2000                       4

        Condensed Consolidated Statements of Comprehensive
            Income for the thirteen and twenty-six weeks ended
            September 1, 2001 and August 26, 2000                       5

        Condensed Consolidated Statements of Cash Flows
            for the twenty-six weeks ended September 1, 2001
            and August 26, 2000                                         6

        Notes to Condensed Consolidated Financial Statements            7

        Report of Independent Public Accountants                       10


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS                            11


ITEM 3. DISCLOSURES ABOUT MARKET RISK                                  14


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


ITEM 1. LEGAL PROCEEDINGS                                              15


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





                                        2

<PAGE>



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

<TABLE>
<CAPTION>
                                                             (Unaudited)
                                                              September       March
                                                              1, 2001        3, 2001
                                                              ---------      -------
                                                              (amounts in thousands
                                                                except share data)
<S>                                                           <C>             <C>
ASSETS
---------
CURRENT ASSETS:
    Cash and cash equivalents ..............................   $ 134,457    $ 158,741
    Accounts receivable - net ..............................      22,432       10,770
    Inventories ............................................      30,548       22,926
    Income tax receivable ..................................       6,817       11,570
    Deferred tax assets ....................................       3,457        2,444
    Prepaid expenses and other current assets ..............       3,875        4,328
                                                               ---------    ---------
        TOTAL CURRENT ASSETS ...............................     201,586      210,779
                                                               ---------    ---------

PROPERTY, PLANT, & EQUIPMENT ...............................      23,094       19,136
    Less:  accumulated depreciation and amortization .......       9,451        7,955
                                                               ---------    ---------
        NET PROPERTY, PLANT & EQUIPMENT ....................      13,643       11,181
                                                               ---------    ---------

INTANGIBLE ASSETS, net of accumulated amortization
    of $46,586 and $45,931 .................................      56,525       54,970
OTHER ASSETS ...............................................       4,159        3,342
                                                               ---------    ---------
        TOTAL ASSETS .......................................   $ 275,913    $ 280,272
                                                               =========    =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
    Accounts payable .......................................   $  12,512    $  13,705
    Accrued expenses and other liabilities .................      38,134       36,969
    Income taxes payable ...................................      14,117       22,026
                                                               ---------    ---------
        TOTAL CURRENT LIABILITIES ..........................      64,763       72,700

DEFERRED INCOME TAXES ......................................         434        1,344
OTHER LIABILITIES ..........................................      10,155        9,686
                                                               ---------    ---------
        TOTAL LIABILITIES ..................................      75,352       83,730
                                                               ---------    ---------
STOCKHOLDERS' EQUITY:
   Preferred stock, par value $.01 per share authorized
        10,000,000 shares, none issued .....................        --           --
   Common stock, par value $.01 per share, authorized
       100,000,000 shares; issued 48,554,300 shares and
       48,421,000 shares as of September 1, 2001 and
       March 3, 2001, respectively .........................         486          484
  Additional paid-in capital ...............................      23,817       21,758
  Treasury stock, 5,022,000 shares and 4,329,000 shares
       as of Sept. 1, 2001 and March 3, 2001, respectively .     (55,473)     (38,051)
  Retained earnings ........................................     237,960      217,479
  Accumulated other comprehensive loss .....................      (6,229)      (5,128)
                                                               ---------    ---------
         TOTAL STOCKHOLDERS' EQUITY ........................     200,561      196,542
                                                               ---------    ---------
   TOTAL LIABILITIES AND STOCKHOLDERS'
         EQUITY ............................................   $ 275,913    $ 280,272
                                                               =========    =========

    See Notes to Condensed Consolidated Financial Statements and Accountants' Review Report.
</TABLE>

                                       3

<PAGE>


                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                        (Unaudited)
                                                     Thirteen weeks ended         Twenty-six weeks ended
                                                   September        August       September        August
                                                    1, 2001        26, 2000       1, 2001        26, 2000
                                                   ---------       --------      ---------       --------
                                                          (amounts in thousands, except share data)
<S>                                            <C>             <C>            <C>             <C>

Net sales ..................................       $ 81,659        $141,708       $169,110        $286,040

Cost of sales ..............................         45,007          69,981         94,197         145,903
                                                    -------         -------        -------         -------
      Gross profit on sales ................         36,652          71,727         74,913         140,137

Other income (expense) .....................         (2,568)            324         (1,840)            971
                                                    -------         -------        -------         -------
                                                     34,084          72,051         73,073         141,108

Selling, general and administrative expenses         21,789          21,604         43,785          44,651
                                                    -------         -------        -------         -------
     Income from operations ................         12,295          50,447         29,288          96,457

Interest income, net .......................          1,249           1,106          2,714           1,917
                                                    -------         -------        -------         -------
Income before provision for income taxes ...         13,544          51,553         32,002          98,374

Provision for income taxes .................          4,692          19,589         11,521          37,381
                                                    -------         -------        -------         -------
                  Net income ...............       $  8,852       $  31,964       $ 20,481        $ 60,993
                                                    =======         =======        =======         =======


Net income per share - basic ...............       $   0.20       $    0.71       $   0.47        $   1.34
                     - diluted .............           0.20            0.68           0.46            1.30


Weighted average shares outstanding - basic      43,376,000      45,307,000     43,615,000      45,444,000
                                    - diluted    44,709,000      46,732,000     44,878,000      46,765,000



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

</TABLE>


                                        4

<PAGE>

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




                                                    (Unaudited)
                                  Thirteen weeks ended    Twenty-six weeks ended
                                  September     August    September      August
                                   1, 2001     26, 2000    1, 2001      26, 2000
                                  ---------    --------   ---------     --------
                                              (Amounts in thousands)


Net income ....................   $  8,852    $ 31,964    $ 20,481     $ 60,993

Currency translation adjustment      2,893        (423)     (1,101)      (2,565)
                                  --------    --------    --------     --------
Comprehensive income ..........   $ 11,745    $ 31,541    $ 19,380     $ 58,428
                                  ========    ========    ========     ========































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



                                        5

<PAGE>

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

<TABLE>
<CAPTION>
                                                                        (Unaudited)
                                                                  Twenty-six weeks ended
                                                                 September        August
                                                                  1, 2001        26, 2000
                                                                 ---------       --------
                                                                  (amounts in thousands)

<S>                                                               <C>          <C>
  Cash flows from operating activities:
    Net income ................................................   $  20,481    $  60,993
    Add non-cash items included in net income:
         Depreciation and amortization ........................       2,581        1,962
         Deferred income taxes ................................          14        1,776

    Change in operating assets and liabilities:
         Accounts receivable ..................................     (11,548)      (8,611)
         Inventories ..........................................      (6,651)         484
         Income tax receivable ................................       4,753          108
         Prepaid expenses and other current assets ............         523          323
         Payables and other current liabilities ...............      (9,133)      19,953
         Other liabilities ....................................         239       (1,523)
                                                                  ---------    ---------
                Cash provided by operating activities                 1,259       75,465
                                                                  ---------    ---------
  Cash flows from investing activities:
         Purchase of subsidiary, net of cash ..................      (5,671)         -
         Additions to property, plant and equipment ...........      (3,096)      (1,301)
                                                                  ---------    ---------
                Cash used in investing activities .............      (8,767)      (1,301)
                                                                  ---------    ---------
  Cash flows from financing activities:
        Exercise of stock options .............................       2,061        1,571
        Repurchase of common stock ............................     (17,422)     (10,369)
                                                                  ---------    ---------
                 Cash used in financing activities ............     (15,361)      (8,798)
                                                                  ---------    ---------
  Net (decrease)/increase in cash and cash equivalents ........     (22,869)      65,366

  Effect of exchange rate changes on cash and cash equivalents.      (1,415)        (970)
  Cash and cash equivalents at beginning of period ............     158,741       75,853
                                                                  ---------    ---------
  Cash and cash equivalents at end of period ..................   $ 134,457    $ 140,249
                                                                  =========    =========

Supplemental disclosures of cash flow information:

 Interest paid ................................................   $      19    $      26
 Income taxes paid ............................................   $  13,851    $   3,610



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

</TABLE>


                                        6
<PAGE>


                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    TWENTY-SIX WEEKS ENDED SEPTEMBER 1, 2001


1.        Basis of Presentation

          The accompanying  unaudited condensed interim  consolidated  financial
          statements  have been  prepared  by The Topps  Company,  Inc.  and its
          subsidiaries (the "Company")  pursuant to the rules and regulations of
          the  Securities and Exchange  Commission  and reflect all  adjustments
          which are, in the opinion of  management,  considered  necessary for a
          fair  presentation.  Operating  results for the twenty-six weeks ended
          September 1, 2001 are not  necessarily  indicative of the results that
          may be  expected  for the year  ending  March  2,  2002.  For  further
          information refer to the consolidated  financial  statements and notes
          thereto in the  Company's  annual  report for the year ended  March 3,
          2001.

2.        Quarterly Comparison

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

3.        Inventories
                                            (Unaudited)
                                             September        March
                                              1, 2001        3, 2001
                                             ---------       -------
                                              (amounts in thousands)

          Raw materials                      $  4,985       $  2,804
          Work in process                       2,235            805
          Finished product                     23,328         19,317
                                             --------       --------
          Total                              $ 30,548       $ 22,926
                                             ========       ========


4.        Segment Information

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

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

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




                                        7

<PAGE>

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

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

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


                                Thirteen weeks ended      Twenty-six weeks ended
                                September     August       September     August
                                 1, 2001     26, 2000       1, 2001     26, 2000
                                ---------    --------      ---------    --------
                                            (in thousands of dollars)

Net Sales
---------
Confectionery .............     $ 44,882     $ 57,221     $ 90,249     $109,663
Collectible Sports Products       28,727       34,471       59,638       63,581
Entertainment Products ....        8,050       50,016       19,223      112,796
                                --------     --------     --------     --------
Total .....................     $ 81,659     $141,708     $169,110     $286,040
                                ========     ========     ========     ========
Contributed Margin
------------------
Confectionery .............     $ 16,841     $ 24,162     $ 34,576     $ 41,703
Collectible Sports Products        9,826       12,862       20,895       25,715
Entertainment Products ....        5,914       29,671       11,159       61,241
                                --------     --------     --------     --------
Total .....................     $ 32,581     $ 66,695     $ 66,630     $128,659
                                ========     ========     ========     ========

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

Total contributed margin ....   $  32,581    $  66,695    $  66,630    $128,659
Unallocated general and
adminstrative expenses and
manufacturing overhead ......     (16,340)     (15,593)     (32,921)    (31,211)
Depreciation & amortization .      (1,378)        (979)      (2,581)     (1,962)
Other income (expense) ......      (2,568)         324       (1,840)        971
                                ---------    ---------    ---------    --------
Income from operations ......      12,295       50,447       29,288      96,457
Interest income, net ........       1,249        1,106        2,714       1,917
                                ---------    ---------    ---------    --------
Income before provision
for income taxes ............   $  13,544    $  51,553    $  32,002   $  98,374
                                =========    =========    =========   =========









                                        8

<PAGE>

5.        Reclassifications

          The  Company  has  changed  the  classification  of certain  accounts.
          Prepress, autograph and relic costs related to future period releases,
          which  previously had been included in the balance of prepaid expenses
          and other current assets,  have been  reclassified  to inventory.  The
          cost of autographs, relics, and freight related to merchandise sold in
          the period, which previously had been included in selling, general and
          administrative  expenses, has been reclassified to cost of goods sold.
          This presentation has been reflected on the Condensed and Consolidated
          Balance  Sheets  as of  September  1,  2001 and  March 3, 2001 and the
          Statement of Operations for the thirteen and  twenty-six  week periods
          ended  September  1, 2001 and August 26,  2000.  There is no impact on
          reported  income from  operations,  net income or working capital as a
          result of these reclassifications.


6.        Acquisition of thePit.com, Inc.

          On August 26, 2001 the Company acquired all of the outstanding  common
          stock in thePit.com,  Inc., which operates a sports card exchange, for
          $5.7 million in cash.  The  acquisition  was  accounted  for using the
          purchase method of accounting. The financial statements of thePit.com,
          Inc.  have been  consolidated  into the  financial  statements  of the
          Company.  The  impact on the  Company's  financial  statements  is not
          material,   and,  accordingly,   proforma  information  has  not  been
          provided.  Additionally,  the allocation of the purchase price had not
          been completed and,  accordingly,  no  amortization of intangibles was
          included in the  Consolidated  Statement of Operations  for the period
          ended  September  1, 2001,  although  the  impact  would not have been
          material. Management expects that the allocation of the purchase price
          will be completed by December 1, 2001 and  reflected in the  financial
          statements as of that date.













                                        9

<PAGE>


INDEPENDENT ACCOUNTANTS' REPORT



Board of Directors and Stockholders
The Topps Company, Inc.


We have made a review of the accompanying  condensed  consolidated balance sheet
of The Topps Company,  Inc. and subsidiaries  (the "Company") as of September 1,
2001, and the related condensed  consolidated  statements of operations and cash
flows for the thirteen week periods ended September 1, 2001 and August 26, 2000.
These financial statements are the responsibility of the Company's management.

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

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

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance sheet of The Company as of March 3, 2001,
and the related consolidated statements of operations, stockholders' equity, and
cash  flows for the year then ended (not  presented  herein);  and in our report
dated April 4, 2001 we expressed an  unqualified  opinion on those  consolidated
financial  statements.  In  our  opinion,  the  information  set  forth  in  the
accompanying  condensed consolidated balance sheet as of March 3, 2001 is fairly
stated, in all material respects,  in relation to the consolidated balance sheet
from which it has been derived.




DELOITTE & TOUCHE LLP


SIGNATURE

October 1, 2001
New York, New York






                                       10

<PAGE>


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

Second Quarter Fiscal Year 2002 (thirteen weeks ended September 1, 2001) versus
Second Quarter Fiscal Year 2001 (thirteen weeks ended August 26, 2000)

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

                                   Thirteen weeks ended   Twenty-six weeks ended
                                   September    August     September     August
                                    1, 2001    26, 2000     1, 2001     26, 2000
                                   ---------   --------    ---------    --------
                                             (In thousands of dollars)

Net Sales
---------
Confectionery ....................  $ 44,882   $ 57,221    $ 90,249    $109,663
Collectible Sports Products ......    28,727     34,471      59,638      63,581
Entertainment Products ...........     8,050     50,016      19,223     112,796
                                    --------   --------    --------    --------
         Total ...................  $ 81,659   $141,708    $169,110    $286,040
                                    ========   ========    ========    ========


Net sales in the second quarter of fiscal 2002 decreased  42.4% to $81.7 million
from $141.7 million for the same period last year. This decrease was primarily a
function of a significant reduction in sales of Pokemon products to $8.7 million
in the  quarter  this year from  $64.1  million  last year.  Approximately  $4.8
million of the Pokemon sales in the quarter this year,  versus $2.0 million last
year, were the result of a reversal of the provision for returns.

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  21.6% in the second  quarter of this year to $44.9 million from $57.2
million  in fiscal  2001.  Included  in fiscal  2002  sales are $3.2  million of
Pokemon  confectionery   products  principally  overseas  versus  $16.2  million
worldwide  in  2001.  Sales  of  branded  (non-Pokemon)  confectionery  products
increased 2% in the quarter  this year to $41.6  million,  reflecting  continued
growth in the U.S., partially offset by weaker sales internationally.

Net sales of collectible sports products, which consist of both sports cards and
sports  sticker/album  products,  decreased 16.7% to $28.7 million in the second
quarter of fiscal 2002 from $34.5  million in the  comparable  period last year.
This decrease was principally the result of lower sales of football  products in
the U.S.

Net sales of entertainment  products,  which consist of entertainment  cards and
the Merlin  line of  entertainment  sticker/album  products,  decreased  to $8.1
million in the second  quarter of fiscal 2002 from $50.0  million in fiscal 2001
reflecting lower sales of Pokemon products.

Gross profit as a percentage  of net sales in the second  quarter of fiscal 2002
decreased to 44.9% as compared with 50.6% in the same period last year.  Margins
this year were  negatively  impacted by the  reduction  in sales of  high-margin
Pokemon  products as well as an increase in sports autograph and relic costs and
higher product  development  costs,  partially  offset by a volume rebate from a
French distributor.

Other income/(expense) was an expense of $2.6 million this year versus income of
$324,000 last year primarily as a result of a non-cash  foreign exchange loss of
$2.7 million on substantial dollar-denominated cash balances held in Europe.




                                       11

<PAGE>


Selling,  general and administrative ("SG&A") expenses increased as a percentage
of net sales to 26.7% in the second quarter of fiscal 2002 from 15.2% a year ago
primarily as a result of lower sales.  SG&A dollar  spending  increased to $21.8
million this year from $21.6 million in the quarter last year as a result of the
timing of the accrual for employee  incentive  compensation and increased legal,
pension and depreciation  expenses,  partially offset by lower expenditures this
year for marketing and the Company's Internet initiative.

Net income in the second  quarter of fiscal 2002 was $8.9 million,  or $0.20 per
fully diluted share, as compared with $32.0 million,  or $0.68 per fully diluted
share last year.


First Half Fiscal 2002 (twenty-six weeks ended September 1, 2001) compared to
First Half Fiscal 2001 (twenty-six weeks ended August 26, 2000)
---------------------------------------------------------------

Net sales in the first half of fiscal  2002  decreased  40.9% to $169.1  million
from $286.0 million for the same period last year.  This decrease was a function
of a  significant  reduction in Pokemon sales to $18.8 million in the first half
this year from  $139.5  million  last year.  Approximately  $7.9  million of the
Pokemon sales in the period this year,  versus $1.7 million last year,  were the
result of reversals of the provision for returns.

Net sales of confectionery  products decreased 17.7% in the first half this year
to $90.2  million from $109.7  million in fiscal  2001.  Included in fiscal 2002
sales are $4.7 million of Pokemon  confectionery  products  principally overseas
versus $29.2 million worldwide a year ago. Excluding Pokemon products,  sales of
branded  confectionery  products  increased 6.3%,  primarily driven by growth of
Baby Bottle Pop.

Net sales of collectible  sports products decreased 6.2% to $59.6 million in the
first half of fiscal 2002 from $63.6 million in the comparable period last year.
Sales of U.S. football cards, basketball cards and European soccer sticker/album
products were less this year than last.

Net sales of entertainment products decreased to $19.2 million in the first half
of fiscal 2002 from  $112.8  million in fiscal  2001  reflecting  lower sales of
Pokemon products.

Gross  profit as a  percentage  of net sales for the first  half of fiscal  2002
decreased to 44.3% as compared with 49.0% for the same period last year. Margins
this year were  negatively  impacted by the  reduction  in sales of  high-margin
Pokemon  products as well as an increase in sports autograph and relic costs and
higher product  development  costs,  partially  offset by a volume rebate from a
French distributor.

Other income/(expense) was an expense of $1.8 million this year versus income of
$971,000 last year primarily as a result of a non-cash  foreign exchange loss of
$2.7 million on substantial dollar-denominated cash balances held in Europe.

Selling,  general and administrative ("SG&A") expenses increased as a percentage
of net sales to 25.9% in the first half of fiscal  2002 from 15.6% a year ago as
a result of lower sales.  SG&A dollar  spending  decreased to $43.8 million this
year  from  $44.7  million  last year as a result  of lower  marketing  expenses
partially offset by increased costs for legal, pension and depreciation.

Net interest  income  increased to $2.7 million in fiscal 2002 from $1.9 million
in fiscal 2001 as a result of higher average cash balances.

Net income in the first half of fiscal 2002 was $20.5 million, or $.46 per fully
diluted share, as compared with $61.0 million,  or $1.30 per fully diluted share
last year.



                                       12

<PAGE>

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

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

In October 1999, the Board of Directors  authorized the Company to repurchase up
to 5 million shares of its stock.  During the second quarter of fiscal 2002, the
Company repurchased 903,500 shares at an average price of $11.93, bringing total
shares  purchased  under  this  authorization  as of  September  1,  2001 to 4.8
million.  On October 1, 2001,  the Board of Directors  authorized the Company to
repurchase up to an additional 5 million shares of its stock.

As of  September  1,  2001,  the  Company  had  $134.5  million in cash and cash
equivalents.

During the first half of fiscal  2002,  the  Company's  net decrease in cash and
cash  equivalents  was $22.9 million  versus an increase of $65.4 million in the
first half of fiscal 2001.  Cash  provided by operating  activities in the first
half of this year was $1.3 million versus $75.5 million last year,  primarily as
a result of lower net income and tax payments in Europe.  Cash used in investing
activities this year reflects the $5.7 million acquisition of thePit.com as well
as  $3.1  million  in  capital  expenditures   compared  with  $1.3  in  capital
expenditures last year. Cash used in financing activities reflects  expenditures
for the  repurchase  of Company  stock net of the  exercise of stock  options of
$15.4 million this year versus $8.8 million last year.

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





















                                       13
<PAGE>



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

In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform Act of 1995 (the "Reform Act"),  the Company is hereby filing
cautionary  statements  identifying  important  factors  that could cause actual
results  to  differ  materially  from  those  projected  in any  forward-looking
statements  of the Company made by or on behalf of the Company,  whether oral or
written.  Among the factors  that could cause the  Company's  actual  results to
differ  materially from those indicated in any such forward  statements are: (i)
the failure of certain of the Company's principal products,  particularly sports
cards, entertainment cards, lollipops and sticker/album collections,  to achieve
expected  sales  levels;  (ii)  quarterly  fluctuations  in  results;  (iii) the
Company's  loss of  important  licensing  arrangements;  (iv) the failure of the
Company's  Internet  initiative  to achieve  expected  levels of success for any
reason whatsoever;  (v) the Company's loss of important supply arrangements with
third  parties;  (vi)  the  loss  of any  of  the  Company's  key  customers  or
distributors;  (vii) further  prolonged and material  contraction in the trading
card industry as a whole;  (viii) further  declines in the sale of U.K.  Premier
League  sticker/album  collections;  (ix)  excessive  returns  of the  Company's
products;  (x)  civil  unrest,  currency  devaluation,  terrorism  or  political
upheaval in the U.S. or 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.



ITEM 3.  DISCLOSURES ABOUT MARKET RISK

The Company's  exposures to market risk associated with activities in derivative
financial  instruments  (e.g.,  hedging  or  currency  swap  agreements),  other
financial  instruments and derivative  commodity  instruments is confined to the
impact of  mark-to-market  changes in foreign  currency  rates on the  Company's
forward  contracts  and options.  The Company has no debt and does not engage in
any  commodity-related  derivative  transactions.  As of September 1, 2001,  the
Company had  contracts  and options  which were  entered into for the purpose of
hedging  forecasted  receipts  and  disbursements  as well as cash  balances  in
various foreign  currencies and which,  due to the weakening of the U.S. dollar,
resulted in an unfavorable mark-to-market in the quarter.





















                                       14

<PAGE>

ITEM 1.  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
          by the  practice  of  selling  trading  cards  with  randomly-inserted
          "insert"   cards   allegedly   in   violation  of  state  and  federal
          anti-gambling  laws and state  consumer  laws.  The  California  Class
          Action  asserts  three  claims  for  relief  and  seeks   declaratory,
          equitable and  injunctive  relief and  attorneys'  fees on behalf of a
          purported nationwide class of trading card purchasers. Plaintiff filed
          an amended  complaint on October 13,  2000,  including an amendment to
          demand compensatory and punitive damages and restitution.  On December
          14,  2000,  plaintiff  moved for summary  judgment on one of his CUBPA
          claims. On December 15, 2000, all defendants filed a motion to dismiss
          two of the claims for  failure to state a claim upon which  relief can
          be granted;  a motion for summary  judgment  dismissing  the remaining
          claim;  and a motion  to  strike  all  allegations  of  fraudulent  or
          deceptive representations and all references to plaintiff's prayer for
          monetary  relief.  On March 29,  2001,  the Court  issued a  tentative
          ruling granting defendants' motion for summary judgment on the grounds
          that  defendants'  practices do not constitute  illegal  gambling as a
          matter of law,  but  denying  the motion to dismiss 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  California  state  practice,  the Court  heard  oral
          argument  on whether or not its  tentative  ruling  should  stand as a
          final ruling.  Thereafter, the Court issued a tentative ruling denying
          the motion for  summary  judgment  and  motion to  dismiss,  and set a
          hearing for June 1, 2001 to hear  additional  argument on the motions.
          On June 12,  2001,  the Court  entered  an order  denying  defendants'
          motion for  summary  judgment  and their  motions  to  dismiss  and to
          strike.  At a case  management  conference on June 29, 2001, the Court
          stayed discovery  pending  defendants'  appeal of the summary judgment
          decision and ruled that,  if the appeal is denied,  the parties are to
          address  issues  relating to the  certification  of a plaintiff  class
          before  proceeding  to merits  discovery.  In addition,  the Court has
          ruled that  plaintiff's  motion for summary judgment will not be heard
          until  the  Court  had  ruled  on  the  class   certification   issue.
          Subsequently,  review  of the  Court's  decision  denying  defendants'
          motion for  summary  judgment  was denied by the  California  Court of
          Appeal and the  California  Supreme  Court.  On  September  21,  2001,
          plaintiff  moved  for  class  certification.  Briefing  and  discovery
          concerning  the  class  certification  issue  is  not  expected  to be
          completed  until  January  2002,  with a hearing on that issue set for
          February 4, 2002. An adverse  outcome in the  California  Class Action
          could materially  effect the Company's  future plans and results.  The
          Company's  management  believes that it has  meritorious  defenses and
          intends to vigorously defend against these claims.

          On February  26, 2001,  The Upper Deck Company LLP ("Upper  Deck") and
          Ken Griffey,  Jr.  commenced an action in the United  States  District
          Court for the Southern District of California  against the Company for
          alleged unfair  competition  and invasion of privacy  arising from the
          Company's  planned  launch of its 2001 Gold Label  trading card series
          featuring trading cards containing  game-used  memorabilia of Griffey,
          Sammy Sosa, Jose Canseco and Alex Rodriguez, amount others. Upper Deck
          alleges that it has the exclusive  right to sell  memorabilia  trading
          cards of the foregoing players.  Plaintiffs seek unspecified  damages,
          injunctive and  declaratory  relief and  attorneys'  fees and costs of
          suit. On February 28, 2001,  Upper Deck and Griffey sought a temporary
          restraining  order  enjoining  the  Company  from  using the  baseball
          pictures of the foregoing  four players with trading cards  containing
          game-used items. The Company  submitted a written  opposition on March
          5, 2001. On March 6, 2001,  Judge Judith Keep,  U.S.D.J.,  ruling from
          the bench,  denied Upper Deck's and  Griffey's  motion for a temporary
          restraining order. Judge Keep found, among other things, that in light
          of the Company's  factual showing regarding the existence and scope of
          the players' licenses to the Company, as set forth in the BPPLA, Upper
          Deck and Griffey  failed to establish any likelihood of success on the
          merits  of their  claims.  In light of  Judge  Keep's  ruling  and the
          MLBPA's  subsequent  decision to commence an arbitration  (see below),
          Upper Deck and Griffey agreed to a temporary  stay of this  litigation
          pending  agreement  on the terms of a formal  stipulation  between the
          parties  pursuant  to which  the  action  may be  dismissed  or stayed
          pending a ruling in the arbitration between the MLBPA and the Company.
          On June 12, 2001, Upper Deck and Griffey  voluntarily  dismissed their
          Complaint with Prejudice.


                                       15

<PAGE>


          On March 16,  2001,  the  MLBPA  served  upon the  Company a notice of
          intention to  arbitrate,  contending  that the Company does not have a
          license  from the Major  League  baseball  players  authorizing  it to
          manufacture and sell trading cards containing game-used items, such as
          jerseys and bats.  The MLBPA  alleges  that absent a specific  license
          from the Major League baseball players regarding such game-used items,
          the  Company  should not be  permitted  to  manufacture  and sell such
          trading cards. The MLBPA seeks unspecified  damages and injunctive and
          declaratory  relief.  The  Company  believes  that  the  Major  League
          baseball  players have  authorized it to manufacture  and sell trading
          cards  containing  memorabilia  pursuant  to the  grant  of a  license
          contained in the standard  Baseball Players Picture License  Agreement
          ("BPPLA")  between  Topps and the ball  players.  On March  28,  2001,
          pursuant  to  the  arbitration   clause  of  the  BPPLA,  the  Company
          designated David G. Ebert,  Esq. and the MLBPA designated  Steven Fehr
          as their respective partisan  arbitrators,  who in turn, have selected
          Frank H. Wohl, Esq. to serve as the neutral arbitrator.  However,  the
          MLBPA and the Company have agreed to settle the dispute and are in the
          process of preparing a written settlement agreement.

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


















                                       16

<PAGE>







ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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





































                                       17

<PAGE>




                                    SIGNATURE





Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


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



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










October 16, 2001













                                       18