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 December 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 January  11,  2002 was
42,637,000.



<PAGE>




                             THE TOPPS COMPANY, INC.
                                AND SUBSIDIARIES



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


ITEM 1.  FINANCIAL STATEMENTS


                        Index                                         Page

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

         Condensed Consolidated Statements of Operations
           for the thirteen and thirty-nine weeks ended
           December 1, 2001 and November 25, 2000                      4

         Condensed Consolidated Statements of Comprehensive
           Income for the thirteen and thirty-nine weeks ended
           December 1, 2001 and November 25, 2000                      5

         Condensed Consolidated Statements of Cash Flows
           for the thirty-nine weeks ended December 1, 2001 and
           November 25, 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)
                                                            December       March
                                                            1, 2001       3, 2001
                                                            --------      -------
                                                            (amounts in thousands
                                                              except share data)
<S>                                                         <C>          <C>
ASSETS
------
CURRENT ASSETS:
    Cash and cash equivalents ...........................   $ 127,389    $ 158,741
    Accounts receivable - net ...........................      21,481       10,770
    Inventories .........................................      27,840       22,926
    Income tax receivable ...............................       7,790       11,570
    Deferred tax assets .................................       3,528        2,444
    Prepaid expenses and other current assets ...........       3,777        4,328
                                                              -------      -------
        TOTAL CURRENT ASSETS ............................     191,805      210,779
                                                              -------      -------

PROPERTY, PLANT & EQUIPMENT .............................      24,063       19,136
    Less:  accumulated depreciation and amortization ....      10,050        7,955
                                                               ------       ------
        NET PROPERTY, PLANT & EQUIPMENT .................      14,013       11,181
                                                               ------       ------

INTANGIBLE ASSETS, net of accumulated
    amortization of $47,934 and $45,930 .................      55,755       54,970
OTHER ASSETS ............................................       4,221        3,342
                                                              -------      -------
        TOTAL ASSETS ....................................   $ 265,794    $ 280,272
                                                              =======      =======

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
    Accounts payable ....................................   $  11,781    $  13,705
    Accrued expenses and other liabilities ..............      38,165       36,969
    Income taxes payable ................................       3,114       22,026
                                                               ------       ------
        TOTAL CURRENT LIABILITIES .......................      53,060       72,700

DEFERRED INCOME TAXES ...................................         493        1,344
OTHER LIABILITIES .......................................      10,385        9,686
                                                               ------       ------
        TOTAL LIABILITIES ...............................      63,938       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 48,970,000 shares
       and 48,421,000 shares as of December 1, 2001
       and March 3, 2001, respectively ..................         490          484
  Additional paid-in capital ............................      24,569       21,758
  Treasury stock, 6,418,000 shares and 4,329,000 shares
       as of Dec. 1, 2001 and March 3, 2001, respectively     (60,307)     (38,051)
  Retained earnings .....................................     244,492      217,479
  Accumulated other comprehensive loss ..................      (7,388)      (5,128)
                                                              -------      -------
         TOTAL STOCKHOLDERS' EQUITY .....................     201,856      196,542
                                                              -------      -------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........    $265,794     $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        Thirty-nine weeks ended
                                         December       November      December        November
                                         1, 2001        25, 2000      1, 2001         25, 2000
                                         -------        --------      --------        --------
                                               (amounts in thousands, except share data)
<S>                                   <C>            <C>            <C>             <C>

Net sales .........................   $     72,917   $     92,700   $    242,027    $    378,740

Cost of sales .....................         49,793         49,090        143,990         194,994
                                      ------------   ------------   ------------    ------------

Gross profit on sales .............         23,124         43,610         98,037         183,746

Other income (expense) ............            718            195         (1,122)          1,166
                                      ------------   ------------   ------------    ------------
                                            23,842         43,805         96,915         184,912

Selling, general and administrative
expenses ..........................         17,925         18,989         61,710          63,639
                                      ------------   ------------   ------------    ------------

Income from operations ............          5,917         24,816         35,205         121,273

Interest income, net ..............            949          1,613          3,663           3,530
                                      ------------   ------------   ------------    ------------

Income before provision for income
taxes .............................          6,866         26,429         38,868         124,803

Provision for income taxes ........            334          7,548         11,855          44,929
                                      ------------   ------------   ------------    ------------

Net income ........................   $      6,532   $     18,881   $     27,013    $     79,874
                                      ============   ============   ============    ============



Net income per share - basic ......   $       0.15   $       0.42   $       0.62    $       1.77
                     - diluted ....           0.15           0.41           0.61            1.72


Weighted average shares outstanding
                    - basic .......     42,595,000     44,796,000     43,275,000      45,228,000
                    - diluted .....     43,818,000     45,959,000     44,557,000      46,487,000




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



<TABLE>
<CAPTION>
                                                  (Unaudited)
                                  Thirteen weeks ended   Thirty-nine weeks ended
                                  December    November     December    November
                                  1, 2001     25, 2000     1, 2001     25, 2000
                                  --------    --------     --------    --------
                                             (amounts in thousands)

<S>                               <C>         <C>         <C>         <C>
Net income ....................   $  6,532    $ 18,881    $ 27,013    $ 79,874

Currency translation adjustment     (1,159)     (3,609)     (2,260)     (6,174)
                                  --------    --------    --------    --------

Comprehensive income ..........   $  5,373    $ 15,272    $ 24,753    $ 73,700
                                  ========    ========    ========    ========
</TABLE>






























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



                                        5


<PAGE>

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


<TABLE>
<CAPTION>
                                                             (Unaudited)
                                                       Thirty-nine weeks ended
                                                        December     November
                                                        1, 2001      25, 2000
                                                        --------     --------
                                                        (amounts in thousands)
<S>                                                     <C>          <C>
  Cash flows from operating activities:
    Net income ......................................   $  27,013    $  79,874
    Add non-cash items included in net income:
         Depreciation and amortization ..............       4,196        3,400
         Deferred income taxes ......................        --            602

    Change in operating assets and liabilities:
         Accounts receivable ........................     (10,617)       3,240
         Inventories ................................      (3,953)      (2,733)
         Income tax receivable ......................       3,781         (754)
         Prepaid expenses and other current assets ..         581          626
         Payables and other current liabilities .....     (20,560)      15,964
         Other liabilities ..........................         402       (5,813)
                                                           ------       ------
                Cash provided by operating activities         843       94,406
                                                           ------       ------
  Cash flows from investing activities:
         Purchase of subsidiary, net of cash ........      (5,597)        --
         Additions to property, plant and equipment .      (4,084)      (3,157)
                                                           -------      -------
                Cash used in investing activities ...      (9,681)      (3,157)
                                                           -------      -------
  Cash flows from financing activities:
        Exercise of stock options ...................       2,819        1,826
        Repurchase of common stock ..................     (22,262)     (15,853)
                                                          --------     --------
                 Cash used in financing activities ..     (19,443)     (14,027)
                                                          --------     -------
    Net increase/(decrease) in cash
    and cash equivalents ............................     (28,281)      77,222

    Effect of exchange rate changes on cash
    and cash equivalents ............................      (3,071)        (217)
  Cash and cash equivalents at beginning of period ..     158,741       75,853
                                                          -------      -------
  Cash and cash equivalents at end of period ........   $ 127,389    $ 152,858
                                                          =======      =======

Supplemental disclosure of cash flow information:

 Interest paid ......................................   $      40    $      98
 Income taxes paid ..................................   $  19,759    $  24,822

</TABLE>


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


                                        6


<PAGE>
                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    THIRTY-NINE WEEKS ENDED DECEMBER 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 thirty-nine weeks ended December 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)
                                        December         March
                                        1, 2001         3, 2001
                                        -------         -------
                                         (amounts in thousands)

        Raw Materials                   $ 4,860         $ 2,804
        Work In Process                   2,927             805
        Finished Product                 20,053          19,317
                                        -------         -------
        Total                           $27,840         $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,
     sticker/album  products  featuring  players  from certain  European  soccer
     leagues as well as the Company's sports Internet activities.




                                        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  sold,
     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.

<TABLE>
<CAPTION>
                                             Thirteen weeks ended    Thirty-nine weeks ended
                                             December    November     December     November
                                             1, 2001     25, 2000     1, 2001      25, 2000
                                             --------    --------     --------     --------
                                                       (In thousands of dollars)
<S>                                         <C>          <C>          <C>          <C>
Net Sales
---------
Confectionery ...........................   $  31,521    $  33,472    $ 121,770    $ 143,135
Collectible Sports Products .............      34,930       36,489       94,568      100,070
Entertainment Products ..................       6,466       22,739       25,689      135,535
                                               ------       ------      -------      -------
Total ...................................   $  72,917    $  92,700    $ 242,027    $ 378,740
                                               ======       ======      =======      =======

Contributed Margin
------------------
Confectionery ...........................   $  10,214    $  12,913    $  44,790    $  54,616
Collectible Sports Products .............       6,373       11,061       27,268       36,776
Entertainment Products ..................       3,318       16,200       14,477       77,441
                                               ------       ------       ------      -------
Total ...................................   $  19,905    $  40,174    $  86,535    $ 168,833
                                               ======       ======       ======      =======

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

Total contributed margin ................   $  19,905    $  40,174    $  86,535    $ 168,833
Unallocated general and administrative
  expenses and manufacturing overhead ...     (13,091)     (14,115)     (46,012)     (45,326)
Depreciation & amortization .............      (1,615)      (1,438)      (4,196)      (3,400)
Other income (expense) ..................         718          195       (1,122)       1,166
                                               ------       ------       ------      -------
Income from operations ..................       5,917       24,816       35,205      121,273
Interest income, net ....................         949        1,613        3,663        3,530
                                               ------       ------       ------      -------
Income before provision for income taxes    $   6,866    $  26,429    $  38,868    $ 124,803
                                               ======       ======       ======      =======

</TABLE>





                                        8

<PAGE>


5.   Reclassifications

     Beginning  in the first  quarter of fiscal  2001 the  Company  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 December 1, 2001 and
     March  3,  2001  and the  Statement  of  Operations  for the  thirteen  and
     thirty-nine  week  periods  ended  December 1, 2001 and  November 25, 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
     of  thePit.com,  Inc.,  which  operates a sports  card  exchange,  for $5.6
     million in cash,  net. 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
     allocation  of the purchase  price is complete and,  accordingly,  $780,000
     ($470,000 for  technology and $310,000 for marketing  agreements)  has been
     reclassified  from goodwill to  intangibles  and is being  amortized over 5
     years. The amount of goodwill remaining after the  reclassification is $2.0
     million.  $39,000 in quarterly  amortization of these  intangibles has been
     included in the  Consolidated  Statement of Operations for the period ended
     December 1, 2001.




























                                        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 December 1,
2001, and the related condensed  consolidated  statements of operations and cash
flows for the  thirteen  week  periods  ended  December 1, 2001 and November 25,
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

January 8, 2002
New York, New York






                                       10


<PAGE>




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


Third Quarter Fiscal Year 2002 (thirteen weeks ended December 1, 2001) versus
-----------------------------------------------------------------------------
Third Quarter Fiscal Year 2001 (thirteen weeks ended November 25, 2000)
-----------------------------------------------------------------------


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


                              Thirteen weeks ended      Thirty-nine weeks ended
                              December    November       December     November
                              1, 2001     25, 2000       1, 2001      25, 2000
                              --------    --------       --------     --------
                                         (In thousands of dollars)

Net Sales
Confectionery .............   $ 31,521    $ 33,472      $121,770     $143,135
Collectible Sports Products     34,930      36,489        94,568      100,070
Entertainment Products ....      6,466      22,739        25,689      135,535
                               -------     -------       -------      -------
         Total ............   $ 72,917    $ 92,700      $242,027     $378,740
                               =======     =======       =======      =======


Net sales in the third quarter of fiscal 2002  decreased  21.3% to $72.9 million
from $92.7 million for the same period last year.  This decrease was primarily a
function  of a  significant  reduction  in the  popularity  of  Topps'  products
featuring  Pokemon,  which was a hot property for the Company last year. Pokemon
sales decreased to $2.1 million in the quarter this year from $30.5 million last
year, a difference of $28.4 million.

Net sales of confectionery  products which include,  among others, Bazooka brand
bubble  gum and Ring  Pop,  Push  Pop,  Baby  Bottle  Pop and  Pokemon  candies,
decreased  5.8% in the third  quarter of this year to $31.5  million  from $33.5
million in fiscal  2001.  Included  in fiscal  2002 sales is $0.3  million  from
Pokemon confectionery products, a decrease of $6.5 million versus 2001. Sales of
branded (non-Pokemon)  confectionery  products increased 16.8% in the quarter to
$31.2 million,  reflecting  strong  domestic growth of Ring Pop and Push Pop, as
well  as the  introduction  of  seasonal  products  and  solid  gains  overseas,
particularly in Japan, Canada and Mexico.

Net sales of collectible sports products, which consist of traditional cards and
sticker/album products as well as sports Internet activities,  decreased 4.3% to
$34.9  million in the third quarter of fiscal 2002 from $36.5 million last year.
Sales of  traditional  sports  products  decreased  12% in the  quarter to $31.9
million,  a function of higher sales of baseball  products  which were more than
offset by lower sales of football and basketball products.  Internet activities,
specifically  etopps  (cards sold online in an IPO format) and thePit (an online
sports  card  exchange),  generated  $3.0  million in sales and $1.8  million in
contributed  margin losses (before  overhead) in the quarter versus no sales and
contributed margin impact a year ago.

Net sales of entertainment  products,  which consist of entertainment  cards and
the Merlin  line of  entertainment  sticker/album  products,  decreased  to $6.5
million in the third  quarter of fiscal  2002 from $22.7  million in fiscal 2001
reflecting a $22.0 million decline in sales of Pokemon products to $1.8 million.
During the quarter  this year,  the  Company  also sold  entertainment  products
featuring Enduring Freedom (which chronicles the nation's war on terrorism), WWF
in international markets, Lord of the Rings and Monsters, Inc.




                                       11


<PAGE>


Gross  profit as a percentage  of net sales in the third  quarter of fiscal 2002
decreased to 31.7% as compared with 47.0% in the same period last year.  Margins
this  year  were  impacted  by the  reduction  in sales of  high-margin  Pokemon
products,  increased costs associated with sports autographs and relics,  higher
product  development  costs and an increase in product  obsolescence  associated
with the launch of etopps.

Other  income/(expense)  was $718,000 this year versus  $195,000 last year. This
increase was primarily the result of non-cash  foreign  exchange gains this year
on dollar-denominated cash balances held in Europe.

Selling,  general and administrative ("SG&A") expenses increased as a percentage
of net sales to 24.6% in the third  quarter of fiscal 2002 from 20.5% a year ago
primarily as a result of lower sales.  SG&A dollar  spending  decreased to $17.9
million  this year from $19.0  million in the quarter last year as a result of a
reduction in the accrual for employee incentive compensation and lower marketing
expenditures overseas.

Net  interest  income in the third  quarter was  $949,000  this year versus $1.6
million last year,  the result of lower interest rates and a lower cash balance,
on average, than last year.

Net income in the third  quarter of fiscal 2002 was $6.5  million,  or $0.15 per
fully diluted share, as compared with $18.9 million,  or $0.41 per fully diluted
share last year.



Nine Months Fiscal 2002 (thirty-nine weeks ended December 1, 2001) compared to
------------------------------------------------------------------------------
Nine Months Fiscal 2001 (thirty-nine weeks ended November 25, 2000)
-------------------------------------------------------------------

Net sales for the first nine  months of fiscal  2002  decreased  36.1% to $242.0
million from $378.7  million for the same period last year.  This decrease was a
function of a  significant  reduction in Pokemon  sales to $20.9  million in the
period this year from $170.0  million last year.  Approximately  $8.5 million of
the Pokemon sales in the period this year,  versus $11.0 million last year, were
the result of reversals of the provision for returns.

Net sales of confectionery products decreased 14.9% in the nine months this year
to $121.8  million  from $143.1  million in fiscal  2001,  the result of a $30.9
million  decline  in  Pokemon  confectionery  sales to $5.0  million  this year.
Excluding Pokemon products,  sales of branded  confectionery  products increased
9.0%, driven by strong domestic growth of Ring Pop, Push Pop and Baby Bottle Pop
and the introduction of seasonal products.

Net sales of collectible  sports products decreased 5.5% to $94.6 million in the
first nine months of fiscal 2002 from $100.1  million in the  comparable  period
last year.  Sales of traditional  sports products  decreased 8.7% in the period,
primarily the result of lower sales of football and  basketball  products  which
were partially offset by higher sales of baseball products. Internet activities,
specifically  etopps  (card sold  online in an IPO format) and thePit (an online
sports  card  exchange),  generated  $3.2  million in sales and $1.9  million in
contributed  margin losses (before  overhead) in the nine months versus no sales
and contributed margin impact a year ago.

Net sales of entertainment products decreased to $25.7 million in the first nine
months of fiscal 2002 from $135.5  million in fiscal  2001  reflecting  a $118.1
million decrease in sales of Pokemon products to $15.9 million this year.


                                       12

<PAGE>

Gross  profit as a  percentage  of net sales for the first nine months of fiscal
2002  decreased  to 40.5% as compared  with 48.5% for the same period last year.
Margins this year were 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)  through nine months was an expense of $1.1 million this
year versus income of $1.2 million last year,  primarily as a result of non-cash
foreign  exchange  losses of $2.0 million this year on  dollar-denominated  cash
balances held in Europe.

Selling,  general and administrative ("SG&A") expenses increased as a percentage
of net sales to 25.5% in the first nine  months of fiscal 2002 from 16.8% a year
ago as a result of lower sales. SG&A dollar spending  decreased to $61.7 million
this  year  from  $63.6  million  last  year  as a  result  of  lower  marketing
expenditures,  particularly  overseas,  and lower costs associated with employee
incentive compensation.

Net interest  income  increased to $3.7 million in fiscal 2002 from $3.5 million
in fiscal 2001 as a result of higher cash balances, on average, than last year.

Net income in the first nine  months of fiscal 2002 was $27.0  million,  or $.61
per fully  diluted  share,  as compared with $79.9  million,  or $1.72 per fully
diluted share last year.


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

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

In October 1999, the Board of Directors  authorized the Company to repurchase up
to 5 million shares of its stock. In October 1, 2001,  repurchases  against this
authorization were completed, and the Board of Directors authorized the purchase
of up to an  additional 5 million  shares of stock.  During the third quarter of
fiscal  2002,  the Company  repurchased  493,000  shares at an average  price of
$9.76,  bringing  total  shares  purchased as of December 1, 2001 to 5.3 million
under these two authorizations.

As of  December  1,  2001,  the  Company  had  $127.4  million  in cash and cash
equivalents.

During the first nine months of fiscal 2002,  the Company's net decrease in cash
and cash  equivalents  was $28.3 million  versus an increase of $77.2 million in
the first nine months of fiscal 2001.  Cash provided by operating  activities in
the nine months of this year was $0.8 million  versus  $94.4  million last year,
primarily as a result of lower net income,  the payment of almost $20 million in
European  taxes and an increase  in  receivable  balances  (driven by higher U.S
sales and unusually low receivable  balances at the end of last year). Cash used
in investing  activities  this year  reflects the $5.6  million  acquisition  of
thePit.com  as well as $4.1 million in capital  expenditures  compared with $3.2
million 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 $19.4 million this year versus $14.0 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 or 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  initiatives 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)  an  adverse  outcome  in any of  the  Company's  material  legal
proceedings;  (xi) 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 December  1, 2001,  the
Company had $9.1  million in forward  contracts  which were entered into for the
purpose of hedging  forecasted  receipts and  disbursements.





















                                       14


<PAGE>

ITEM 1.  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  seeks 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.  Briefing has been completed,  and oral argument was held on
     December 5, 2001 but the Court has not yet issued a decision.  If the Class
     Action were  reinstated on appeal,  an adverse  outcome in the Class Action
     could materially effect the Company's future plans and results. The Company
     intends to vigorously defend against the appeal.


     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

                                       15


<PAGE>


     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 ruled that plaintiff's motion for
     summary  judgment  will not be heard until the Court has 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  27, 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.





























                                       16


<PAGE>



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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


      None








































                                       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












January 15, 2002
















                                                              18