THE TOPPS COMPANY, INC.



                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                                  JUNE 28, 2001



To the Stockholders of
THE TOPPS COMPANY, INC.

     I am pleased to invite  you to attend  the annual  meeting of  stockholders
(the "Annual Meeting") of The Topps Company,  Inc., a Delaware  corporation (the
"Company"),  which will be held at J.P.  Morgan Chase & Co., One Chase Manhattan
Plaza,  Street Floor  Auditorium,  New York, New York, on June 28, 2001 at 10:30
A.M., Eastern Standard time, for the following purposes:

     1.   To elect  three  directors  to serve for  three-year  terms  until the
          annual meeting of stockholders to be held in the year 2004;

     2.   To ratify and approve the Company's 2001 Stock Incentive Plan;

     3.   To ratify the  appointment  by the Board of  Directors  of  Deloitte &
          Touche LLP as independent auditors for the Company for the fiscal year
          ending March 2, 2002; and

     4.   To transact such other  business as may properly be brought before the
          Annual Meeting or any adjournment or postponement thereof.

     The Board of  Directors  has fixed the close of business on May 15, 2001 as
the record date for the determination of stockholders entitled to receive notice
of, and to vote at, the  Annual  Meeting  and any  adjournment  or  postponement
thereof.

                                By order of the Board of Directors,


                                           Arthur T. Shorin
                                       Chairman, President and
                                       Chief Executive Officer


Dated:  June 1, 2001


Whether or not you expect to be present at the Annual  Meeting,  please date and
sign the enclosed proxy and return it promptly in the enclosed envelope.  In the
event you attend the Annual  Meeting  and vote in person,  the proxy will not be
used.


<PAGE>


                             THE TOPPS COMPANY, INC.

                              One Whitehall Street
                            New York, New York 10004


                                 PROXY STATEMENT


                                     GENERAL

     The Board of  Directors  of The Topps  Company,  Inc.  (the  "Company")  is
furnishing this proxy statement (the "Proxy  Statement") to all  stockholders of
record so that they will submit their proxies to be voted at the Annual  Meeting
of stockholders of the Company (the "Annual  Meeting") and at any adjournment or
postponement  of the Annual  Meeting.  The Annual  Meeting  will be held at J.P.
Morgan Chase & Co., One Chase  Manhattan  Plaza,  Street Floor  Auditorium,  New
York, New York, on June 28, 2001 at 10:30 A.M., Eastern Standard time. A copy of
the Company's  Annual Report to Stockholders  for the fiscal year ended March 3,
2001 is  being  mailed  to all  stockholders  with  this  Proxy  Statement.  The
approximate mailing date of this Proxy Statement is June 1, 2001.

Proxy Information

     Proxies in the form  enclosed are being  solicited by, or on behalf of, the
Company's  Board of Directors (the "Board of  Directors").  The persons named in
the  accompanying  form of proxy have been designated as proxies by the Board of
Directors.

     All proxies  received as a result of this request will be voted  (except as
to matters where  authority to vote is specifically  withheld).  Where the proxy
asks that a  stockholder  choose  for or against a  proposal,  the proxy will be
voted in accordance with the stockholder's  choice. If no choice is indicated on
the  proposals,  the Board of Directors will vote on behalf of the persons named
in the proxy:  (i) for the  nominees  for  election as  directors of the Company
listed  herein,  (ii) for the  ratification  and approval of the Company's  2001
Stock  Incentive Plan and (iii) for the  ratification  of the appointment by the
Board of  Directors of Deloitte & Touche LLP as auditors for the Company for the
fiscal year ending March 2, 2002. If any other matter should be presented at the
Annual Meeting upon which a vote may properly be taken,  the shares  represented
by the proxy will be voted at the discretion of the proxies.

     Stockholders who submit proxies may revoke them at any time before they are
voted by written  notice to the Company by either  submitting  a new proxy or by
personal ballot at the Annual Meeting.


Record Date and Voting

     As of May 15, 2001, the Company had outstanding 43,632,800 shares of common
stock,  par value $.01 per share ("Common  Stock"),  entitled to be voted at the
Annual Meeting. Each share is entitled to one vote on each matter submitted to a
vote of  stockholders.  Only  stockholders of record at the close of business on
May 15, 2001 will be entitled to vote at the Annual Meeting.  If your shares are
registered  directly  in your name with the  Company's  transfer  agent,  Mellon
Investor  Services,  you  are  considered  with  respect  to  those  shares  the
stockholder of record, and these proxy materials are being sent directly to you.
As the  stockholder  of record,  you have the right to submit your voting  proxy
directly to the Company  using the  enclosed  proxy card or to vote in person at
the Annual Meeting.

     If your shares are held in a stock brokerage  account or by a bank or other
nominee,  you are  considered  the  beneficial  owner of shares  held in "street
name".  These proxy  materials are being  forwarded to you by your broker who is
considered,  with respect to those shares,  the  stockholder  of record.  As the
beneficial  owner, you have the right to direct your broker to vote your shares,
and your broker or nominee  has  enclosed a voting  instruction  card for you to
use. You are also invited to attend the Annual Meeting;  however,  since you are
not the  stockholder  of record,  you may not vote these shares in person at the
meeting.

<PAGE>

     Under  Delaware law and the Company's  bylaws,  the presence of a quorum is
required to transact business at the Annual Meeting.  A quorum is defined as the
presence,  either in person or by proxy, of a majority of the shares entitled to
vote.  Proxies marked  "abstain"  will be included in  determining a quorum.  On
routine matters,  brokers who hold customer shares in "street name" but have not
timely received voting instructions from their customers have discretion to vote
such shares. Since all of the matters to be voted upon at the Annual Meeting are
routine,  the presence of such shares will be included in determining  whether a
quorum is present.

     Under Delaware law and the Company's bylaws,  proposals must be approved by
the affirmative vote of a majority or, in the case of the election of directors,
a plurality,  of the shares present, either in person or by proxy, at the Annual
Meeting and entitled to vote. Accordingly, abstentions will have the same effect
as votes  "against" a proposal,  whereas  instructions to withhold voting on the
election of any nominee for  director  will have no effect on the outcome of the
vote.

Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth  information  available to the Company as to
shares of Common  Stock owned as of May 15, 2001 by (i) each person known to the
Company to be the beneficial  owner of more than five percent of the outstanding
Common Stock,  (ii) each director and nominee for election as a director,  (iii)
each  person  designated  in the  section  of  this  Proxy  Statement  captioned
"Executive  Compensation"  and (iv) all directors  and  executive  officers as a
group.  Except  as  otherwise  indicated,  each  person  named  below  has  sole
investment  and voting  power with  respect to the shares of Common Stock shown.


                Name of                 Amount and Nature      Percent of Shares
           Beneficial Owner          of Beneficial Ownership    Outstanding (1)
           ----------------          -----------------------   -----------------

Arthur T. Shorin(2)(3) .............          3,225,489              7.3%
Ronald L. Boyum(4) .................            224,000               *
Allan A. Feder(2)(5) ...............            122,000               *
Ira Friedman (6)....................            113,584               *
Stephen D. Greenberg(7) ............            163,000               *
Ann Kirschner(8) ...................             34,000               *
David M Mauer (9)...................            101,000               *
Edward D. Miller(10) ...............               --                 --
Jack H. Nusbaum(11) ................            140,000               *
John Perillo(12) ...................            257,100               *
Scott A. Silverstein(2)(13) ........            221,000               *
Richard Tarlow(14) .................             34,000               *
Stanley Tulchin(15) ................            150,175               *
All directors and executive officers
 as a group (18 persons) ...........          6,033,358             13.0

------------------
*less than 1.0%

(1)  Pursuant to regulations of the Securities and Exchange  Commission,  shares
     are deemed to be  "beneficially  owned" by a person if such person directly
     or indirectly has or shares the power to vote or dispose of such shares, or
     has the right to acquire the power to vote or dispose of such shares within
     60 days, including any right to acquire through the exercise of any option,
     warrant or right.

(2)  Does not include  50,000,  1,378 and 35,702 shares of Common Stock owned by
     immediate family members of each of Messrs.  Shorin, Feder and Silverstein,
     respectively.  Messrs.  Shorin,  Feder and Silverstein  disclaim beneficial
     ownership of such shares.

(3)  Includes 932,500 shares of Common Stock issuable upon exercise of options.

(4)  Includes 214,000 shares of Common Stock issuable upon exercise of options.

                                       2
<PAGE>

(5)  Includes 65,000 shares of Common Stock issuable upon exercise of options.

(6)  Includes 99,500 shares of Common Stock issuable upon exercise of options.

(7)  Includes 86,000 shares of Common Stock issuable upon exercise of options.

(8)  Includes 34,000 shares of Common Stock issuable upon exercise of options.

(9)  Includes 86,000 shares of Common Stock issuable upon exercise of options.

(10) Appointed to The Board of  Directors to serve out the  remainder of Mr. Wm.
     Brian Little's term effective June 4, 2001.

(11) Includes 96,000 shares of Common Stock issuable upon exercise of options.

(12) Includes 183,767 shares of Common Stock issuable upon exercise of options.

(13) Includes 211,000 shares of Common Stock issuable upon exercise of options.

(14) Includes 34,000 shares of Common Stock issuable upon exercise of options.

(15) Includes 75,000 shares of Common Stock issuable upon exercise of options.



                              ELECTION OF DIRECTORS

     Effective as of June 4, 2001,  the Board of Directors  appointed Mr. Edward
D.  Miller as a  director  to fill the  vacancy  created by the death of Mr. Wm.
Brian Little.

     There are currently nine members of the Board of Directors which is divided
into three  classes  (each with three  members),  with each class  serving for a
period of three years.  One class of  directors  is elected by the  stockholders
annually.  The  vacancy Mr.  Miller  filled is in the class of  directors  to be
elected in 2003. This year,  Messrs.  Allan A. Feder, David M. Mauer and Jack H.
Nusbaum have been nominated to stand for  re-election for a term that expires at
the annual meeting of stockholders to be held in the year 2004.

     Should  any one or more of these  nominees  become  unable to serve for any
reason or, for good cause, will not serve,  which is not anticipated,  the Board
of Directors may designate substitute nominees, unless the Board of Directors by
resolution  provides for a lesser number of directors.  In this event, the proxy
holders will vote for the election of such substitute nominee or nominees.

     The  following  table  sets  forth the  name,  age and  principal  business
experience during the past five years of each director of the Company.
<TABLE>
<CAPTION>
                                              Business Experience                     Director of the
                                              During Past 5 Years,                     Company or its
         Name                              Age and Other Information                 Predecessors Since
         ----                ---------------------------------------------------     ------------------
<S>                          <C>                                                            <C>

Nominees to Serve in Office
Until 2004

Allan A. Feder.............  An independent business  consultant for more than               1992
                             the past five years and Chief  Executive  Officer
                             of Vitarroz Corporation (a proprietary brand food
                             company) from  1988 to 2000.  Mr. Feder is also a
                             director of  Edward Don & Co., Inc.  Mr. Feder is
                             69 years of age.


</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
                                              Business Experience                     Director of the
                                              During Past 5 Years,                     Company or its
         Name                              Age and Other Information                 Predecessors Since
         ----                ---------------------------------------------------     ------------------
<S>                          <C>                                                            <C>


David M. Mauer.............  President and Chief  Executive Officer of Riddell             1996
                             Sports  Inc.   (marketer   and   distributor   of
                             sporting  goods and school  spirit  products  and
                             services)  since 1993.  Mr.  Mauer was  President
                             of  Mattel  U.S.A.  from late  1990  through  the
                             beginning  of 1993  and was  President  of  Tonka
                             U.S.A.  Toy  Group  from  1988  until  1990.  Mr.
                             Mauer is also a member of the CEO  Council of the
                             National   Center  for  Missing   and   Exploited
                             Children.  Mr. Mauer is 52 years of age.

Jack H. Nusbaum............  Chairman of the New York law firm of Willkie Farr             1992
                             &  Gallagher  and a partner in that firm for more
                             than  thirty  years.   Mr.   Nusbaum  is  also  a
                             director of W. R. Berkley Corporation;  Neuberger
                             Berman,  Inc.;  Pioneer  Companies,  Inc.;  Prime
                             Hospitality Corp.; Strategic Distribution,  Inc.;
                             and Hirschl & Adler  Galleries,  Inc. Mr. Nusbaum
                             is 60 years of age.

Directors to Continue in
Office Until 2002

Stephen D. Greenberg........ Chairman of Fusient  Media  Ventures,  Inc. since            1993
                             January  2000.  Private  Investor  from  November
                             1998  to  December  1999.  President  of  Classic
                             Sports  Network,  Inc. from November 1993 through
                             October 1998. Mr. Greenberg is 52 years of age.

Ann Kirschner..............  Chief  Executive  Officer and President of FATHOM             1999
                             (the first interactive  knowledge  network) since
                             1999.   Dr.   Kirschner  was  Vice  President  of
                             Programming   and  Media   Development   for  the
                             National   Football  League  from  November  1994
                             through  January 1999.  Dr.  Kirschner is also on
                             the  Board of  Directors  of New  York New  Media
                             Association.  Dr. Kirschner is 50 years of age.

Richard Tarlow.............  Chairman of Carlson &  Partners  (an  advertising             1999
                             agency)  since 1988.  Mr. Tarlow was President of
                             Tarlow  Advertising,  a division of Revlon  Inc.,
                             from 1987 to 2000 and  Executive  Vice  President
                             of Revlon Inc.  from 1988 to 2000.  Mr. Tarlow is
                             59 years of age.

</TABLE>

                                        4
<PAGE>

<TABLE>
<CAPTION>
                                              Business Experience                     Director of the
                                              During Past 5 Years,                     Company or its
         Name                              Age and Other Information                 Predecessors Since
         ----                ---------------------------------------------------     ------------------
<S>                          <C>                                                            <C>


Directors to Continue in
Office Until 2003

Arthur T. Shorin...........  Chairman of the Board and Chief Executive Officer            1960
                             of the  Company and its  predecessor  since 1980.
                             Mr.  Shorin was  appointed  the  President of the
                             Company  in  November  1997.  Mr.  Shorin  is  65
                             years of age.


Edward D. Miller...........  President  and  Chief  Executive  Officer of  AXA            2001
                             Financial,Inc. since August 1997 and Chairman and
                             Chief Executive Officer of AXA  Client Solutions,
                             LLC.  Mr. Miller was senior Vice  Chairman of the
                             Chase  Manhattan  Corporation  from 1996  through
                             July 1997.  Mr.  Miller  is  also a  director  of
                             Keyspan Corp.  Mr. Miller is 60 years of age.


Stanley Tulchin............  Chairman of Stanley Tulchin Associates,  Inc.  (a            1987
                             commercial  collection  agency)  since 1955.  Mr.
                             Tulchin  is also  Chairman  and  Chief  Executive
                             Officer  of  Reprise   Capital   Corporation   (a
                             venture  capital  fund)  for  more  than the past
                             five years.  Mr. Tulchin is 74 years of age.
</TABLE>

     The Board of Directors met four times during the fiscal year ended March 3,
2001.  Each of the directors who served during such period attended at least 75%
of the aggregate  number of meetings of the Board of Directors and any committee
of which they were members during such period.


                                       5

<PAGE>
Compensation Committee

     The Company  has a  Compensation  Committee  responsible  for  recommending
officers'  remuneration  and  administering  The Topps Company,  Inc. 1996 Stock
Option Plan and the 1987 Stock  Option  Plan.  The  members of the  Compensation
Committee for the fiscal year ended March 3, 2001 were Messrs.  Wm. Brian Little
(until June 29, 2000), Richard Tarlow (since June 29, 2000) and Stanley Tulchin,
none of whom is an employee of the Company. The Compensation  Committee held six
meetings during the fiscal year ended March 3, 2001.

Audit Committee

     The Audit Committee is responsible for overseeing the Company's  accounting
functions and internal  controls and for recommending to the Board of Directors,
subject to stockholder ratification,  the selection of the Company's independent
accountants.  The Audit  Committee is composed of  independent  directors of the
Company,  as  defined  by  Rule  4200(a)(15)  of  the  National  Association  of
Securities  Dealers' listing  standards,  and acts pursuant to a written charter
adopted by the Board of Directors.  The members of such committee for the fiscal
year ended  March 3, 2001 were  Messrs.  Allan A. Feder,  Stephen D.  Greenberg,
David M. Mauer and Stanley Tulchin.  During the fiscal year ended March 3, 2001,
there was one meeting of the Audit  Committee.  None of the members of the Audit
Committee are employees of the Company.

     The Company does not have a nominating committee.


Section 16(a) Beneficial Ownership Reporting Compliance

     The Company's  executive officers,  directors and ten percent  stockholders
are  required  under  the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act"), to file reports of ownership and changes in ownership with the
SEC.  Based  solely  upon its review of the copies of reports  furnished  to the
Company through the date hereof, or written representations that no reports were
required  to be  filed,  the  Company  believes  that  all  filing  requirements
applicable to its  executive  officers,  directors and ten percent  stockholders
were complied with during the fiscal year ended March 3, 2001.

Compensation of Directors

     For the  fiscal  year ended  March 3, 2001,  pursuant  to the  Amended  and
Restated  1994  Non-Employee  Director  Stock Option Plan,  each of Mr. Allan A.
Feder, Mr. Stephen D. Greenberg,  Dr. Ann Kirschner,  Mr. Wm. Brian Little,  Mr.
David M. Mauer, Mr. Jack H. Nusbaum, Mr. Richard Tarlow and Mr. Stanley Tulchin,
none of whom is an employee of the Company,  received options to purchase 17,000
shares of Common Stock at a price of $10.9375 per share.  These  options  become
exercisable  on June  28,  2001 and  have a term of ten  years  from the date of
grant.

     Directors  who are also  officers of the Company  are not  compensated  for
their duties as a director.





                                       6

<PAGE>




                             EXECUTIVE COMPENSATION

     The  following  table sets forth for each of the last  three  fiscal  years
information  regarding the  compensation  of (i) the Company's  Chief  Executive
Officer,  (ii) the four other most highly compensated persons who were executive
officers  at the end of the fiscal  year ended March 3, 2001 and (iii) any other
person who would have been among the four other most highly  compensated but was
not an  executive  officer at the end of the last fiscal  year  (each,  a "Named
Executive Officer").

                                Summary Compensation Table(1)

<TABLE>
<CAPTION>
                                            Annual Compensation                 Long Term
                                     ---------------------------------     ---------------------
                                     Fiscal                                Securities Underlying
                                     Year        Salary(2)       Bonus           Options/
Name and Principal Position          Ended          ($)           ($)            SARs (#)
---------------------------          -----      ----------      -------    ---------------------
<S>                                  <C>         <C>            <C>             <C>
Arthur T. Shorin...............      2001        838,082        502,849         --
  Chairman, President and Chief      2000        822,269        493,361         250,000
  Executive Officer                  1999        614,115(3)     493,361          36,000

Ronald L. Boyum................      2001        277,308        166,385          11,000
  Vice President - Marketing and     2000        263,539        158,123          35,000
  Sales and General Manager          1999        253,846        152,307          25,000
  Confectionery

Scott A. Silverstein..........       2001        245,962        147,534          60,000
  Executive Vice President           2000        207,012        124,096          45,000
                                     1999        141,334(3)     112,216          30,000

John Perillo..................       2001        238,981        143,388          12,000
  Vice President - Operations        2000        227,385        136,431          25,000
                                     1999        163,077(3)     128,308          20,000

Ira Friedman                         2001        225,316        135,190          12,000
  Vice President - Publishing        2000        210,507        126,304          30,000
  and New Product Development.       1999        172,123(3)     118,574          17,500

</TABLE>
---------------------

(1)  Because none of the Named Executive  Officers  received (a) perquisites and
     other  personal  benefits  (including,  for certain of the Named  Executive
     Officers,  medical reimbursements,  moving expenses and car use allowances)
     in excess of the lesser of $50,000 or 10% of such  officer's  annual salary
     and bonus,  (b) any other  compensation  required to be reported or (c) any
     restricted stock awards, the columns entitled "Other Annual  Compensation",
     "Restricted Stock Awards", "LTIP Payouts" and "All Other  Compensation" are
     inapplicable and have therefore been omitted from the table.

(2)  The Company's fiscal year ended March 3, 2001 consisted of 53 weeks,  while
     the two other  fiscal  years in the table  contained  52 weeks.  Therefore,
     salary levels for the fiscal year ended March 3, 2001 reflect an additional
     one week's salary.

(3)  For  calendar  year 1998,  as part of the  Company's  initiative  to reduce
     costs, all officers of the Company were given the right to elect to receive
     stock options in lieu of up to 30% of their base salary, at the rate of one
     stock  option to  purchase  one share of Common  Stock for every  dollar of
     salary  waived.  These options were issued  pursuant to the Company's  1996
     Stock  Option  Plan.  The  options  have a term  of ten  years  and  became
     exercisable in equal annual installments over two years from date of grant.
     In accordance  with the 1996 Stock Option Plan,  the exercise price of each
     stock option  granted was equal to the closing price of the Common Stock on
     the date  prior to the date of the  grant,  which was  $2.2187  per  share.
     Messrs. Shorin,  Silverstein,  Perillo, and Friedman, among others, elected
     to waive a portion of their salary in exchange for these stock options.


                                      7

<PAGE>
                      Option/SAR Grants in Last Fiscal Year

     The  following  table  sets  forth  information  regarding  grants of stock
options  made  during the fiscal  year ended  March 3, 2001 to each of the Named
Executive Officers.  There were no stock appreciation rights granted in the last
fiscal year to the Named Executive Officers.

<TABLE>
<CAPTION>
                                                                                                        Potential Realized Value
                                                                                                       at Assumed Annual Rates of
                                                                                                        Stock Price Appreciation
                                          Individual Grants                                               for Option Term ($)(1)
--------------------------- -------------------------------------------------------------------------  --------------------------
           (a)                      (b)                (c)               (d)               (e)             (f)            (g)
                                                   % of Total
                                 Number of           Options
                                Securities         Granted to
                            Underlying Options    Employees in    Exercise or Base
           Name                 Granted (2)       Fiscal Year       Price ($/Sh)     Expiration Date        5%            10%
           ----                 -----------       ------------      ------------     ---------------        --            ---
<S>                              <C>                 <C>                <C>             <C>               <C>             <C>
Arthur T. Shorin.........           --                  --               --               --                --             --

Ronald L. Boyum..........        11,000(3)            2.54              9.375           6/08/2010           69,055        171,042

Scott A. Silverstein.....        60,000(4)           13.84              7.500           3/01/2010          252,510        668,629

John Perillo.............        12,000(3)            2.77              9.375           6/08/2010           75,332        186,592

Ira Friedman.............        12,000(3)            2.77              9.375           6/08/2010           75,332        186,592

</TABLE>

---------------------

(1)  Grant date fair market  value is based on the  closing  price of the Common
     Stock on the immediately preceding day.

(2)  All grants  consisted  of options  that were  granted  under the 1996 Stock
     Option Plan.

(3)  The options to acquire shares of Common Stock were granted on June 8, 2000.
     One half become  exercisable  on June 8, 2001 and the remainder will become
     exercisable on June 8, 2002.

(4)  The  options to  acquire  shares of Common  Stock were  granted on March 1,
     2000. One third became  exercisable on March 1, 2001, one third will become
     exercisable on March 1, 2002 and the remainder  will become  exercisable on
     March 1, 2003.




               Aggregate Option/SAR Exercises in Last Fiscal Year
                          and FY-End Option/SAR Values

     The  following  table  provides  information   regarding  the  exercise  of
options/SARs during the fiscal year ended March 3, 2001 and the number and value
of  unexercised  options  and SARs held at fiscal  year end by each of the Named
Executive Officers.

<TABLE>
<CAPTION>
             (a)                      (b)              (c)                    (d)                              (e)
                                                                      Number of Securities            Value of Unexercised
                                                                     Underlying Unexercised               In-the-Money
                                                                          Options/SARs                    Options/SARs
                                                                           at FY-End                      at FY-End ($)
                                Shares Acquired       Value
            Name                on Exercise (#)   Realized ($)   Exercisable      Unexercisable    Exercisable    Unexercisable
            ----                ---------------   ------------   -----------      -------------    -----------    -------------
<S>                                 <C>             <C>            <C>                <C>          <C>               <C>
Arthur T. Shorin..............           0               -         932,500              -          3,918,325*          -
Ronald L. Boyum...............           0               -         211,000            28,500         713,781          84,719
Scott A. Silverstein..........           0               -         193,500            62,500       1,077,721*        200,781
John Perillo..................           0               -         171,667            24,500         807,766*         58,656
Ira Friedman..................      15,416          94,749         160,584            27,000         511,855*         71,938

</TABLE>
------------------------------
* The value does not reflect the fact that certain of these options were granted
during  calendar  year 1998 in exchange  for a salary  waiver at the rate of one
option for each dollar of salary  waived.  Giving  effect to this salary  waiver
would reduce the value of unexercised in-the-money options.

                                       8
<PAGE>


Pension Benefits

     The Company  maintains a tax  qualified  non-contributory  defined  benefit
pension plan for its eligible  employees (the  "Retirement  Plan").  The Summary
Compensation  Table  contained  in this Proxy  Statement  does not  include  the
benefit accruals in respect of the Named Executive Officers under the Retirement
Plan. The estimated annual pension benefits under the Retirement Plan,  assuming
retirement at age 65, at various  levels of  compensation  and years of credited
service are illustrated by the following table:

<TABLE>
<CAPTION>

                                                   Annual Retirement Benefit for Specified
                                                       Years of Credited Service(1)(2)

Highest Average
Compensation(3)                 15           20             25              30             35              40           50
<S>                          <C>            <C>            <C>            <C>             <C>            <C>          <C>
$   125,000............      $ 26,115       $ 35,656       $ 45,694       $ 55,811        $ 57,102       $ 58,635      $61,760
$   160,000............      $ 34,865       $ 47,322       $ 60,278       $ 73,312        $ 75,010       $ 77,010      $81,010
$   175,000............      $ 38,615       $ 52,323       $ 66,528       $ 80,812        $ 82,727       $ 84,885      $89,260
$   200,000............      $ 44,865       $ 60,656       $ 76,945       $ 93,312        $ 95,540       $ 98,010     $103,010
$   225,000............      $ 51,115       $ 68,990       $ 87,362       $105,812        $108,352       $111,135     $116,760
$   250,000............      $ 57,365       $ 77,323       $ 97,779       $118,313        $121,165       $124,260     $130,510
$   300,000............      $ 69,866       $ 93,990       $118,613       $143,313        $146,790       $150,510     $158,010
$   400,000............      $ 94,866       $127,324       $160,280       $193,314        $198,040       $203,010     $213,010
$   450,000............      $107,366       $143,991       $181,114       $218,315        $223,665       $229,260     $240,510
$   500,000............      $119,867       $160,658       $201,948       $243,315        $249,290       $255,510     $268,010
$   600,000............      $144,867       $193,992       $243,615       $293,316        $300,540       $308,010     $323,010
$   800,000............      $194,868       $260,660       $326,950       $393,318        $403,040       $413,010     $433,010
$1,000,000.............      $244,869       $327,328       $410,285       $493,320        $505,540       $518,010     $543,010
</TABLE>
-----------------------

(1)  These are  hypothetical  benefits based upon the  Retirement  Plan's normal
     retirement  benefit  formula.  The maximum annual benefit  permitted  under
     Section 415 of the Internal  Revenue Code of 1986, as amended (the "Code"),
     is generally limited to $140,000 at present and will be adjusted to reflect
     cost-of-living increases in 2002 and succeeding plan years.

(2)  The  benefits  shown   corresponding  to  these  compensation   ranges  are
     hypothetical  benefits based upon the Retirement  Plan's normal  retirement
     benefit  formula.  Under Section  401(a)(17) of the Code,  compensation  in
     excess of $170,000 (as  adjusted to reflect  cost-of-living  increases)  is
     disregarded  for purposes of determining  highest  average  compensation of
     participants  in the Retirement Plan for 2001.  Benefits  accrued as of the
     last day of the plan year beginning in 1993 on the basis of compensation in
     excess of the  applicable  dollar limit are  preserved.  The $170,000 limit
     will be adjusted for  cost-of-living  increases in 2002 and succeeding plan
     years.

(3)  This table includes  supplemental pension benefits payable to Mr. Shorin in
     excess of the limitations on  compensation  and benefits under the Code and
     other  applicable  laws,  pursuant to an agreement  entered into on May 19,
     1986 and amended May 18, 1994 (the "Supplemental Pension Agreement"). These
     benefits are computed in accordance  with the same formula  provided  under
     the  Retirement  Plan  without  regard to the  aforementioned  limitations.
     However,  compensation  attributable to stock appreciation rights and stock
     options  is  not  taken  into  account  in  determining   highest   average
     compensation for purposes of the Supplemental Pension Agreement.

     The normal  retirement  benefit under the Retirement Plan is payable in the
form of a "straight life" annuity and is equal to the greater of (i) 1.667% of a
participant's  highest average W-2 compensation  multiplied by the participant's
years  of  credited  service  not  in  excess  of 30  years,  plus  .25%  of the

                                       9

<PAGE>

participant's highest average compensation multiplied by the participant's years
of credited service in excess of 30 years,  reduced by 50% of the  participant's
estimated  primary  Social  Security  benefit  determined  on the  basis  of the
participant's  earnings  from  the  Company,  or  (ii)  $204  multiplied  by the
participant's  years of credited  service  not in excess of 20 years,  plus $144
multiplied by the participant's  credited service in excess of 20 years (but not
to exceed 10 additional years). The "highest average  compensation" for purposes
of  determining  the  normal  retirement  benefit  is equal to 1/5 of the  total
compensation  that  is  paid  to  a  participant  by  the  Company  for  the  60
consecutive-month  period in which the  participant's  compensation was greatest
during the 120-month period prior to the participant's retirement or termination
of  employment.  Subject to the  $170,000  compensation  limit in the case of an
executive  officer  other  than  Mr.  Shorin,  such  compensation  includes  all
compensation  reflected in the Summary Compensation Table to the extent included
in gross income for the applicable base years, except for income attributable to
reimbursement of moving expenses.

     As of March 1, 2001,  the persons named in the Summary  Compensation  Table
were credited with the following years of service:  Mr. Shorin - 42, Mr. Boyum -
11, Mr. Silverstein - 8, Mr. Perillo - 23, Mr. Friedman - 12.


Employment Agreements

     Effective  March 1, 1999, the Company  entered into an amended and restated
employment  agreement (the "Agreement")  with Arthur T. Shorin,  Chairman of the
Board,  President and Chief  Executive  Officer.  The  Agreement  provides for a
three-year term ending on March 2, 2002. The Agreement continues the same annual
base  salary  of  $822,269  subject  to an  increase  at the  discretion  of the
Compensation  Committee.  Mr. Shorin's  agreement  provides for an annual target
bonus  opportunity  which is not less  favorable  than that  provided  for other
executive officers of the Company.  During calendar year 1998, Mr. Shorin agreed
to waive  $246,000 of salary in exchange for options to purchase  246,000 shares
of common stock. See "Summary Compensation Table".

     If Mr.  Shorin is terminated  without  "Cause" or resigns for "Good Reason"
(as defined in the  Agreement),  a lump sum  severance  payment  will be made as
liquidated  damages  equal to three  times Mr.  Shorin's  base  salary  plus his
highest  annual bonus paid for the three fiscal years ended prior to the date of
termination.  Unvested  stock options vest and remain  exercisable in accordance
with their terms.

     The  Agreement  also  requires  that,  in the event any payments  made upon
termination of employment are treated as "parachute  payments" subject to excise
taxes under federal tax law, the Company will make an additional  payment to the
applicable  tax  authorities  on  behalf  of Mr.  Shorin  so that his  after-tax
position is the same as if the payments were not subject to an excise tax.

     Mr.   Shorin's   Agreement   also  requires  the  Company  to  make  annual
contributions,  to an irrevocable  Company trust account, of assets equal to the
present  value of the  supplemental  pension  benefits  which accrue during each
fiscal year for Mr.  Shorin under his  Supplemental  Pension  Agreement.  In the
event of a  termination  without  Cause or  Resignation  for  Good  Reason,  the
Agreement also counts severance  compensation  paid to Mr. Shorin in determining
highest average  compensation and credits Mr. Shorin with three additional years
of service for pension purposes.

     If Mr. Shorin works until the end of the term and is not offered a two-year
extension  on  equivalent  terms  with a  minimum  base  salary  adjustment  for
increases in the cost of living since March 1, 1999 and a $500,000 signing bonus
(in lieu of an option grant), he will receive, for two years from March 2, 2002,
continued  base salary and annual  bonus equal to the highest  annual bonus paid
with respect to the three fiscal years prior to termination, at the same time as
such  compensation  would  otherwise  have been paid.  If an offer  meeting  the
foregoing  terms is made and Mr. Shorin elects to retire at the end of the term,
Mr. Shorin will receive the severance  compensation  outlined above for one year
instead  of two.  The  Company  is  currently  in  discussions  with Mr.  Shorin
regarding the extension of his contract.

                                       10

<PAGE>


Report of The Audit Committee of The Board of Directors

     The Audit Committee is responsible for overseeing the Company's  accounting
functions and internal  controls and for recommending to the Board of Directors,
subject to stockholder ratification,  the selection of the Company's independent
accountants.  The Audit  Committee is composed of  independent  directors of the
Company,  as  defined  by  Rule  4200(a)(15)  of  the  National  Association  of
Securities  Dealers' listing  standards,  and acts pursuant to a written charter
adopted  by the Board of  Directors.  A copy of the Audit  Committee  Charter is
attached as Appendix A to this Proxy Statement.

     The Audit  Committee has reviewed and  discussed  with  management  and the
independent  accountants  the audited  financial  statements for the fiscal year
ended March 3, 2001. In addition,  the Audit  Committee  has discussed  with the
independent accountants the matters required to be discussed by the Statement on
Auditing Standards No. 61, Communications with Audit Committees,  as amended, by
the  Auditing  Standards  Board of the American  Institute  of Certified  Public
Accountants.

     The  independent  accountants  provided to the Audit  Committee the written
disclosures  and  the  letter  from  the  independent  accountants  required  by
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees,  as amended. The Audit Committee has reviewed and discussed with the
independent   accountants  the  firm's   independence  and  has  considered  the
compatibility of any non-audit services with the auditors' independence.

     Based on its review of the  audited  financial  statements  and the various
discussions  referred to above, the Audit Committee has recommended to the Board
of Directors that the audited financial  statements be included in the Company's
annual report on Form 10-K for the fiscal year ended March 3, 2001.


Audit Fees

     Audit  fees  billed to the  Company  by  Deloitte  & Touche  LLP during the
Company's  fiscal year ended March 3, 2001 for the Audit of the Company's annual
financial  statements and for the review of the financial statements included in
the Company's quarterly reports on Form 10-Q totaled $273,600.


Financial Information Systems Design and Implementation Fees

     The Company did not engage  Deloitte & Touche LLP to provide  advice to the
Company regarding financial  information systems design or implementation during
the Company's fiscal year ended March 3, 2001.


All Other Fees

     Fees billed to the  Company by  Deloitte & Touche LLP during the  Company's
fiscal year ended March 3, 2001 for all other  services  rendered to the Company
totaled $21,900 .


April 30, 2001                  Allan A. Feder
                                Stephen D. Greenberg
                                David M. Mauer
                                Stanley Tulchin






                                      11

<PAGE>


Report of the Compensation Committee on Executive Compensation

     The  Compensation  Committee  is  responsible  for  setting  the  Company's
compensation  objectives and policies.  It regularly approves compensation plans
and sets specific  compensation levels for all executive officers.  In addition,
the Compensation Committee administers the Company's 1996 Stock Option Plan (the
"Option   Plan")  and  determines  the  degree  and  extent  of  awards  granted
thereunder.

Compensation Policy

     The Compensation  Committee seeks to provide a total  compensation  package
that is competitive and intended to retain and motivate the Company's  executive
officers.  In structuring the compensation  package for executive officers,  the
Committee seeks to provide  financial  incentives tied to the achievement of the
Company's  short-term and long-term business  objectives and intended to enhance
stockholder value.

Base Salary

     In setting base salary for the  executive  officers  for fiscal  2001,  the
Compensation  Committee  considered  the base salary levels of  executives  with
similar  responsibilities in companies of similar size, business and complexity.
The  Committee  also  considered  each  executive  officer's  experience  in his
position at the Company and his actual  performance  over the prior fiscal year.
Based  on  the  above  criteria,  the  Compensation  Committee  made  subjective
determinations  with  respect  to the  compensation  of  all  of  the  Company's
executive officers other than Mr. Shorin (whose  compensation was governed by an
Employment Agreement).

Bonus Awards

     For fiscal  2001,  bonuses  were  intended  to reward  achievements  by the
executive officers and were contingent upon the Company's financial  performance
during the year.  The  Company's  Bonus Plan for fiscal 2001 was  structured  to
reward  executive  officers for  increases in the Company's  operating  profits.
Bonus  levels  for  fiscal  2001 were set by the  Compensation  Committee  after
consideration  of bonus levels for executives with similar  responsibilities  in
companies of similar size,  business and  complexity.  Bonus payments for fiscal
2001 reflected  attainment of the maximum earnings  objectives for all executive
officers.

Stock Option Awards

     Long-term incentive compensation  opportunities are provided through grants
of stock  options  under the Option Plan.  All options  granted under the Option
Plan have  exercise  prices which are at least equal to the fair market value of
the Common  Stock on the date of grant so as to  directly  align such  incentive
compensation  with an increase in stockholder  value. In continuing its practice
of making  discretionary  grants of stock  options  to the  Company's  executive
officers and taking into consideration each executive  officer's  experience and
seniority within the Company,  the  Compensation  Committee made grants of stock
options to certain  executive  officers  of the  Company on a  subjective  basis
during fiscal 2001.

Chief Executive Officer

     Mr.  Shorin's  base  salary  is set  under  the  terms  of  his  Employment
Agreement.

     Mr. Shorin's bonus for fiscal 2001 was determined  entirely by reference to
uniform,  preestablished  earnings  targets that were  developed  for all senior
executives  at the  beginning  of the  fiscal  year.  These  targets  were fully
attained.


                                       12

<PAGE>

Section 162(m)

     Section  162(m) of the Code  generally  disallows a tax deduction to public
companies for annual  compensation over $1 million paid to each of the Company's
Chief  Executive  Officer  and four  other  most  highly  compensated  executive
officers,    except   to   the   extent   such    compensation    qualifies   as
"performance-based."  Only Mr. Shorin has received compensation in excess of the
Section 162(m) limits and all other  compensation  has been fully  deductible by
the Company.  While the Committee's  policy has always been to pursue a strategy
of maximizing deductibility of compensation for the Named Executive Officers, it
also  believes it is important to maintain  the  flexibility  to take actions it
considers in the best interests of the Company and its  stockholders,  which are
necessarily  based on  considerations in addition to Section 162(m). In light of
the  competitive  market  for  highly  qualified  executives,  the  Company  has
exercised that flexibility with respect to Mr. Shorin.


                                        The Compensation Committee:

                                        Richard Tarlow
                                        Stanley Tulchin








                                       13


<PAGE>

                              CERTAIN RELATIONSHIPS

     Jack H. Nusbaum, a director, is a partner in the law firm of Willkie Farr &
Gallagher,  outside  counsel to the  Company.  David M. Mauer,  a  director,  is
President and Chief  Executive  Officer of Riddell  Sports Inc.,  which supplied
promotional  material  for one of the  Company's  sports  products.


Performance Graph

     The  graph set  forth  below  shows  the  yearly  percentage  change in the
Company's cumulative total stockholder return against each of the S&P MidCap 400
and a  composite  index  (the  "Composite  Index"),  in each  case  assuming  an
investment of $100 on March 3, 1996 and the  accumulation  and  reinvestment  of
dividends paid thereafter through March 3, 2001.


                  COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
                       ASSUMES INITIAL INVESTMENT OF $100


                      1996      1997      1998      1999      2000      2001
                      ----      ----      ----      ----      ----      ----

Topps Co Inc         $100.00   $ 87.18   $ 56.41   $ 89.74   $153.85   $200.00

S & P Midcap 400     $100.00   $116.93   $159.63   $163.02   $213.54   $233.61

Composite Index      $100.00   $105.77   $139.78   $155.07   $121.81   $155.38



     The Composite  Index is comprised of four industry  groups  reported in the
"Directory of Companies  required to file Annual Reports with the Securities and
Exchange  Commission,"  for the period ended  September 30, 1993, and based upon
the Standard Industrial  Classification ("SIC") codes developed by the Office of
Management  and Budget,  Executive  Office of the  President.  The four industry
groups are  Miscellaneous  Publishing (SIC Code 2741),  Sugar and  Confectionery
Products (SIC Code 2060),  Periodicals:  Publishing  or Publishing  and Printing
(SIC Code 2721), and Wholesale - Miscellaneous Durable Goods (SIC Code 5090).


                                       14

<PAGE>


          PROPOSAL TO RATIFY AND APPROVE THE 2001 STOCK INCENTIVE PLAN

     The Board of Directors  haS  unanimously  approved the adoption of the 2001
Stock Incentive Plan (the "Plan"),  subject to the approval of the  stockholders
of the Company at the Annual Meeting. The Board of Directors recommends that the
stockholders  approve  the  adoption  of the Plan.  If  approved,  the Plan will
replace the 1996 Stock Option Plan, which would otherwise terminate by its terms
in 2001. As a result,  no further grants may be made under the 1996 Stock Option
Plan following the date  stockholder  approval for the 2001 Stock Incentive Plan
is received.

Description of the 2001 Stock Incentive Plan

Purpose

     The purpose of the Plan is to enable the Company and its  subsidiaries  and
affiliates to attract and retain the best available personnel, to encourage them
to make substantial contributions to the Company's future success, and to ensure
that the Company  can  provide  competitive  compensation  opportunities  to its
personnel.

Administration

     The Plan may be  administered  by  either  the  Board of  Directors  or the
Compensation  Committee  of the  Board  of  Directors.  Currently,  the  Plan is
administered by the Compensation  Committee (the entity  administering  the Plan
from time to time shall be referred to herein as the "Committee"). The Committee
serves at the pleasure of the Board of Directors and may determine the terms and
conditions of Awards,  choose the individuals to whom Awards may be granted, fix
the number of Awards granted and the number of shares subject to each Award, set
the expiration date, vesting schedule and exercise price, and may accelerate the
vesting of  outstanding  Awards.  Subject  to the  provisions  of the Plan,  the
Committee  may  construe  and  interpret  the  Plan,   determine  all  questions
thereunder and adopt and amend such rules and regulations for the administration
of the Plan as it may deem desirable.

Awards

     The  Plan  allows  for  the  grant  of  stock  options  ("Options"),  stock
appreciation rights ("SARs") and restricted stock (Options,  SARs and restricted
stock  are  referred  to herein  as  "Awards")  to  employees  and  non-employee
directors of, and persons or entities which provide significant services to, the
Company, its subsidiaries,  and entities directly or indirectly controlled by or
affiliated with the Company and designated by the Committee.  Approximately  350
persons are currently eligible to participate in the Plan.

     Options granted under the Plan may be "incentive  stock options"  ("ISOs"),
within the meaning of Section 422 of the Code,  or  nonqualified  stock  options
("NQSOs");  provided, however, that ISOs may only be granted to participants who
are also employees of the Company or a subsidiary corporation within the meaning
of Section 424 of the Code.  The  exercise  price of the options or SARs will be
determined  by the  Committee  when  granted,  but may not be less than the Fair
Market  Value (as defined in the Plan) of the Common Stock on the date of grant.
The  option  exercise  price  may be paid (i) in cash,  by check or in shares of
Common Stock having an aggregate Fair Market Value equal to the aggregate option
exercise  price,  or (ii) by  delivering  to the  Company a copy of  irrevocable
instructions  to a stockbroker  to deliver  promptly to the Company an amount of
sale or loan proceeds sufficient to pay the aggregate exercise price.

     SARs may be granted as an  alternative  or a supplement  to a related stock
option.  SARs  entitle its holder to be paid an amount  equal to the Fair Market
Value of the Common  Stock  subject to the SAR on the date of exercise  less the
exercise price of the SAR established at the time of grant.

                                       15

<PAGE>


     Except as  otherwise  determined  by the  Committee,  Options and SARs will
expire either upon or shortly after  termination of the employment or service of
the  holder  as set forth  below.  All  unvested  Options  and SARs will  expire
immediately  upon  termination  of a holder's  employment  or  service  with the
Company for any reason.  Vested Options and SARs will expire  immediately upon a
holder's  termination  of  employment or service with the Company for any reason
other than retirement at age 55 or older, death or disability.  Upon an holder's
termination of employment with the Company on account of retirement at age 55 or
older or  disability,  all vested Options and SARs held by him will expire three
months after the date of  termination.  Vested Options and SARs held by a holder
who retires at age 55 or older with 10 years or more of service with the Company
will  expire  two years  after such  termination.  Upon the death of a holder of
vested  Options or SARs,  while  employed  or in the  service of the  Company or
within any post  termination  exercise  period,  the Awards will expire one year
after the date of death. In no event will an Option or SAR be exercisable  after
the term as set forth in the holder's Award agreement.

     Shares of Restricted  Stock may be granted subject to certain  restrictions
on transferability and forfeiture  provisions.  Holders of restricted stock will
generally  have all the rights and  privileges  of a  stockholder  including the
right to vote such  restricted  stock.  To the extent such shares are forfeited,
the stock certificates  shall be canceled,  and all rights of the holder to such
shares and as a shareholder will terminate. The restricted period for restricted
stock, during which time shares are  non-transferable and subject to forfeiture,
will  commence on the date of grant and will expire from time to time as to that
part of the restricted  stock Award  indicated in a schedule  established by the
Committee and set forth in the respective Award agreement. The Committee, in its
sole  discretion,  may remove any or all  restrictions  on the restricted  stock
whenever it determines that such action is appropriate.

     The  following  forfeiture  provisions  will apply to Awards of  Restricted
Stock.  In the event the recipient of such Award  resigns or is discharged  from
employment  or service with the Company or its  subsidiary  for any reason other
than retirement at age 55 or older, death or disability,  the non-vested portion
of the Award will be completely forfeited. Upon the termination of employment of
a holder of a restricted stock Award on account of retirement at age 55 or older
or disability,  the non-vested portion of the Award will be prorated for service
during the restricted period and paid as soon as practicable after  termination.
If the recipient of such an Award dies, the non-vested portion of the Award will
be prorated for service during the restricted period and paid to the recipient's
beneficiary as soon as practicable  following death.  Upon the expiration of the
restricted  period  with  respect to any  shares of  restricted  stock,  a stock
certificate  evidencing  the shares of Common  Stock will be  delivered  without
charge to the participant,  or his beneficiary,  free of all restrictions  under
the Plan.

     The total  number of shares of Common  Stock which may be issued  under the
Plan is limited to the sum of (i) that  number of shares of Common  Stock  which
remain  available  for grant of options under the 1996 Stock Option Plan on June
28, 2001 and (ii) 2,100,000  shares, as increased from time to time, by (A) that
number of shares of Common Stock which were or are  reserved  for issuance  upon
the exercise of options  granted  under the Plan, or under the 1996 Stock Option
Plan,  which shall expire,  be cancelled,  or terminated  for any reason without
having been exercised in full, and (B) that number of shares which are exchanged
by an optionee as full or partial  payment to the Company of the purchase  price
of shares being  acquired  through the exercise of a stock option  granted under
the Plan or the 1996 Stock  Option Plan or as  withheld to satisfy any  federal,
state or local tax  liability  with  respect to any award  under the Plan or the
1996 Stock Option Plan. The maximum  aggregate number of shares for which Awards
other than Options may be granted under the Plan may not exceed 660,000  shares.
In no event may a single  individual  be granted  Options or SARs  covering more
than 500,000 shares of Common Stock under the Plan during any fiscal year of the
Company.

     Unless otherwise  determined by the Committee,  either at the date of grant
or some later date, all Awards under the Plan will be nontransferable and may be
exercised  only by the  grantee or the  grantee's  heirs,  legatees  or personal
representatives.  Each Award  granted under the Plan will  automatically  become
fully vested and exercisable and no longer subject to forfeiture, as applicable,
upon the occurrence of a Change in Control (as defined in the Plan),  whether or
not the Award was then  vested.  A Change in  Control  is  generally  limited to
acquisitions of 50% or more of the Common Stock, tender offers for a majority of


                                       16

<PAGE>

the Common Stock by third parties or a change in more than 50% of the membership
of the Board of Directors, in each case, without the prior approval of the Board
of Directors.

     The  Committee  also has  discretion  to make  adjustments  to the Plan and
outstanding Awards in the event of certain  adjustments in capitalization of the
Company and other  corporate  events,  including  adjusting the number of shares
subject to an Award and the exercise price, shortening the term and accelerating
the vesting and exercisability of Awards and cashing out Awards.

     The Plan may be  amended or  terminated  by the Board of  Directors  at any
time,  except that the maximum  number of shares of Common Stock  available  for
issuance under the Plan may not be increased and the minimum exercise price with
respect to which Awards may be granted may not be reduced,  without the approval
of the Company's stockholders.  The Plan terminates automatically ten years from
the date the Plan is approved by the Company's  stockholders and no Award may be
granted under the Plan after that date.

Market Value

     The  market  value of the  Common  Stock at the close of trading on May 25,
2001 was $10.16 per share.

Federal Tax Consequences

     Set  forth  below  is  a  brief  description  of  the  federal  income  tax
consequences applicable to Options granted under the Plan.

     ISOs

     No taxable income is realized by the optionee upon the grant or exercise of
an ISO. If Common Stock is issued to an optionee  pursuant to the exercise of an
ISO, and if no disqualifying disposition of such shares is made by such optionee
within two years  after the date of grant or within one year after the  transfer
of such shares to such optionee,  then (1) upon sale of such shares,  any amount
realized  in excess of the  option  price  will be taxed to such  optionee  as a
long-term  capital gain and any loss sustained will be a long-term capital loss,
and (2) no  deduction  will be allowed to the  optionee's  employer  for federal
income tax purposes.

     If the Common  Stock  acquired  upon the  exercise of an ISO is disposed of
prior to the expiration of either holding period described above,  generally (1)
the  optionee  will realize  ordinary  income in the year of  disposition  in an
amount  equal to the excess (if any) of the fair market  value of such shares at
exercise (or, if less,  the amount  realized on the  disposition of such shares)
over the option price paid for such shares, and (2) the optionee's employer will
be entitled to deduct such amount for federal  income tax purposes if the amount
represents  an ordinary and  necessary  business  expense.  Any further gain (or
loss) realized by the optionee will be taxed as short-term or long-term  capital
gain (or loss),  as the case may be, and will not result in any deduction by the
employer.

     Subject  to  certain  exceptions  for  disability  or  death,  if an ISO is
exercised  more than three  months  following  termination  of  employment,  the
exercise of the option will generally be taxed as the exercise of a NQSO.

     For  purposes  of  determining  whether  an  optionee  is  subject  to  any
alternative  minimum tax  liability,  an optionee who exercises an ISO generally
would be  required to increase  his  alternative  minimum  taxable  income,  and
compute  the tax basis in the stock so  acquired,  in the same  manner as if the
optionee had  exercised an NQSO.  Each  optionee is  potentially  subject to the
alternative minimum tax. In substance,  a taxpayer is required to pay the higher
of his alternative  minimum tax liability or his "regular" income tax liability.
As a result,  a taxpayer  has to determine  his  potential  liability  under the
alternative minimum tax.


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<PAGE>


     NQSOs

     With  respect to NQSOs:  (1) no income is realized  by the  optionee at the
time the Option is granted;  (2)  generally,  at  exercise,  ordinary  income is
realized by the optionee in an amount equal to the positive  difference  between
the option price paid for the shares and the fair market value of the shares, if
unrestricted,  on the date of exercise, and the optionee's employer is generally
entitled  to a tax  deduction  in the same  amount  subject  to  applicable  tax
withholding requirements;  and (3) at sale, appreciation (or depreciation) after
the date of exercise is treated as either  short-term or long-term  capital gain
(or loss) depending on how long the shares have been held.

     Special Rules Applicable to Corporate Insiders

     As a result of the rules under  Section 16(b) of the Exchange Act ("Section
16(b)"),  and depending  upon the  particular  exemption  from the provisions of
Section 16(b) utilized, officers and directors of the Company and persons owning
more  than  10  percent  of the  outstanding  shares  of  stock  of the  Company
("Insiders")  may not  receive  the same tax  treatment  as set forth above with
respect to the grant and/or exercise of Options. Generally, Insiders will not be
subject to taxation  until the  expiration  of any period  during which they are
subject  to the  liability  provisions  of  Section  16(b)  with  respect to any
particular Option.


                                NEW PLAN BENEFITS

     Because the Plan is a  discretionary  plan, it is not possible to determine
what  awards the  Committee  will grant  under the Plan in the  future.  Options
granted to the Company's  Named  Executive  Officers under the 1996 Stock Option
Plan during the  Company's  fiscal year ended March 3, 2001 are set forth in the
"Option/SAR Grants in Last Fiscal Year" Table above.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION AND
                   APPROVAL OF THE 2001 STOCK INCENTIVE PLAN.


                             APPOINTMENT OF AUDITORS

     The Board of Directors  has retained  Deloitte & Touche LLP as  independent
certified public accountants to report on the consolidated  financial statements
of the  Company for the fiscal  year  ending  March 2, 2002 and to perform  such
other  services as may be required of them.  The Board of Directors has directed
that  management  submit the  appointment  of auditors for  ratification  by the
stockholders at the Annual Meeting. Representatives of Deloitte & Touche LLP are
expected to be present at the Annual Meeting,  will have the opportunity to make
a  statement  if they  desire  to do so and  will be  available  to  respond  to
appropriate stockholder questions.


         YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
    APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE TOPPS COMPANY, INC. AUDITORS


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<PAGE>


                  STOCKHOLDER PROPOSALS -- 2002 ANNUAL MEETING

     Any proposals of stockholders of the Company intended to be included in the
Company's  proxy  statement  and form of proxy  relating to the  Company's  next
annual meeting of stockholders  must be in writing and received by the Assistant
Treasurer of the Company at the Company's  office at One Whitehall  Street,  New
York, New York  10004-2109 no later than January 24, 2002. In the event that the
next annual meeting of  stockholders  is called for a date that is not within 30
days  before  or after  June 29,  2002,  in order to be  timely,  notice  by the
stockholder  must be  received  no later than the close of business on the tenth
day following the day on which such notice of the date of the annual meeting was
mailed or such  public  disclosure  of the date of the annual  meeting was made,
whichever first occurs.

     Any stockholder  interested in making a proposal is referred to Article II,
Section 4 of the Company's Restated By-Laws.



                                  OTHER MATTERS

     Management  does not know of any matters other than the foregoing that will
be presented for consideration at the Annual Meeting.  However, if other matters
properly come before the Annual Meeting, the proxy holders should vote upon them
in accordance with their best judgment.



                             SOLICITATION OF PROXIES

     The  entire  cost of  soliciting  management  proxies  will be borne by the
Company.  In  addition  to the  use  of  the  mails,  proxies  may be  solicited
personally by directors,  officers or regular employees of the Company, who will
not be  compensated  for their  services.  Management of the Company  intends to
request banks, brokerage houses, custodians, nominees and fiduciaries to forward
soliciting  material to the beneficial owners of the Common Stock held of record
by such persons and entities.

     The  Company  will  provide  to any  stockholder  of record at the close of
business  on May 15,  2001,  without  charge  upon  written  request to Investor
Relations at One Whitehall Street, New York, New York 10004-2109,  a copy of the
Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2001.


                                        By order of the Board of Directors,


                                        Arthur T. Shorin
                                        Chairman, President and
                                           Chief Executive Officer



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<PAGE>



                                  APPENDIX "A"

                             THE TOPPS COMPANY, INC.
                             AUDIT COMMITTEE CHARTER

     The  Audit  Committee  (the  "Committee")  of the Board of  Directors  (the
"Board")  of the  Topps  Company,  Inc.  (the  "Company")  assists  the Board in
fulfilling its  responsibility for oversight of the quality and integrity of the
accounting  and  reporting  practices  of the  Company  and other such duties as
directed by the Board.


ESTABLISHMENT

o    The Committee  shall be elected by a majority of the Board,  who may change
     the composition of the Committee at its discretion.

o    The Committee  shall consist of at least three directors of the Company who
     are generally knowledgeable in financial and auditing matters, including at
     least one member with accounting or related financial management expertise.
     In addition,  one or more directors may be designated as alternate  members
     of the  Committee  to serve  in the  place of any  absent  or  disqualified
     member.

o    The Committee shall be composed entirely of non-employee  directors each of
     whom are free of any relationship which, in the opinion of the Board, would
     interfere  with the exercise of  independent  judgment,  and shall meet the
     director  independence  requirements for serving on audit committees as set
     forth in the  corporate  governance  standards  of the  NASDAQ  Marketplace
     Rules.

o    The Board shall appoint one member of the Committee as  chairperson.  He or
     she  shall  be  responsible  for  leadership  of the  Committee,  including
     approving the agenda, presiding over meetings, making Committee assignments
     and reporting to the Board.  The  chairperson  will also  maintain  regular
     liaison with the Chief Executive  Officer,  Chief Financial Officer and the
     lead independent audit partner.

o    The  Committee  is  empowered  to  investigate  any  matter  brought to its
     attention  and  shall  have  sufficient   resources,   including   standing
     authority,  to retain special  counsel or seek assistance from advisers and
     experts from outside the Company.


PROCEDURES

o    The Committee shall meet at least two times each year.

o    A quorum  must be present at each Audit  Committee  meeting,  with a quorum
     consisting of at least 50% of the Committee's members.

o    One of the Audit  Committee  meetings shall be held after the conclusion of
     the annual  audit.  Both the  Company's  Chief  Financial  Officer  and the
     Company's independent public auditor shall be present at this meeting.


RESPONSIBILITES

o    The  Committee  shall  inquire as to the  independence  of the  independent
     auditors  and shall  obtain from the  independent  auditors,  on a periodic
     basis, a formal written statement delineating all relationships between the
     independent auditors and the Company, discuss with the independent auditors
     any  relationships  or services that may impact the  independent  auditors'
     objectivity  and  independence  and take, or recommend that the Board take,
     any actions necessary to oversee the independent auditors' independence.



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<PAGE>

o    The Committee and the Board have the ultimate  authority and responsibility
     to  select,  evaluate  and,  where  appropriate,  replace  the  independent
     auditors  (or to nominate  the  independent  auditors  to be  proposed  for
     shareholder approval in the Company's proxy statement).

o    The  Committee  should  have a clear  understanding  with  the  independent
     auditors  that  the   independent   auditors  must  maintain  an  open  and
     transparent  relationship  with the  Committee  and  that  the  independent
     auditors are ultimately accountable to the Board and the Committee.

o    The  Committee  shall  oversee  the  independent  auditor  relationship  by
     discussing  with the  auditor  the nature  and rigor of the audit  process,
     reviewing audit reports  (including the Report to Management) and providing
     the auditor full access to the Committee (and the Board, as appropriate) to
     report on any and all appropriate matters.

o    The Committee is expected to maintain free and open  communication  between
     the Board,  the  independent  auditors and the  Company's  management.  The
     Committee  shall meet with the  independent  auditors,  without  management
     present, at least annually, to discuss the results of the annual audit, the
     auditor's  evaluation  of  internal  controls  and the  overall  quality of
     financial reporting.

o    The Committee  shall review the audited  financial  statements  and discuss
     them with management and the independent  auditor.  These discussions shall
     include consideration of the quality of the Company's accounting principles
     as applied  in its  financial  reporting,  including  review of  estimates,
     reserves and accruals,  judgmental areas, any audit adjustments  whether or
     not recorded and such other inquiries as may be  appropriate.  Based on the
     review,  the Committee shall make its recommendation to the Board as to the
     inclusion of the Company's  audited  financial  statements in the Company's
     annual report on Form 10-K.

o    The Committee shall review with management and the independent  auditor the
     quarterly financial information prior to the Company's filing of Form 10-Q.
     This review may be performed by the Committee or its chairperson.

o    The Committee shall discuss with management and the independent auditor the
     quality and adequacy of the Company's  internal  controls.  As appropriate,
     the  Committee  shall also  discuss with  management  the status of pending
     litigation,  tax  matters  and other  areas of  oversight  to the legal and
     compliance area.

o    The Committee  shall report its activities to the Board on a regular basis,
     emphasizing that the work of the Committee does not relieve other directors
     of their  responsibility  with  respect  to the  Company's  accounting  and
     financial reporting processes.

o    The  Committee  shall  issue  annually a report to be included in the proxy
     statement (including  appropriate oversight  conclusions) for submission to
     shareholders.


OTHER

o    This charter shall be reviewed, updated and approved annually by the Board.
     It shall be filed as an appendix to the Company's proxy statements at least
     once every three years.



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