________________________________________________________________________________
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K


(Mark One)

[X]                      ANNUAL REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the fiscal year ended March 2, 2002

                                       OR

[ ]

                     TRANSITION REPORT PURSUANT TO SECTION
               13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
               For the transition period from _______ to ________


                         Commission file number 0-15817


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



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


      One Whitehall Street, New York, NY                   10004
   (Address of principal executive offices)              (Zip Code)

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



          Securities registered pursuant to Section 12(b) of the Act:
                                 Not Applicable


           Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock par value $.01
                                (Title of class)


     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 _.

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]


     The aggregate market value of Common Stock held by non-affiliates as of May
15, 2002 was approximately $425,418,000.

     The number of  outstanding  shares of Common  Stock as of May 15,  2002 was
41,913,000.


        Documents incorporated by reference                        Part
        -----------------------------------                        ----

Annual Report to Stockholders for the Year Ended March 2, 2002     I,II,IV
Proxy Statement for the 2002 Annual Meeting of Stockholders          III
________________________________________________________________________________

<PAGE>


                                     PART I


ITEM 1.  BUSINESS

                               General Development

     The Topps Company,  Inc. was incorporated in Delaware on February 24, 1987.
The Company is the successor to Topps Chewing Gum, Inc.,  which was  established
as a  partnership  in 1938 and was  incorporated  under  the laws of New York in
1947.  All  references  in this  Annual  Report on Form 10-K to  "Topps"  or the
"Company" are to The Topps Company, Inc. and its subsidiaries.

     Topps is a marketer of  premium-branded  confectionery  products  including
lollipops  such as Ring Pop, Push Pop and Baby Bottle Pop,  Bazooka brand bubble
gum and certain  novelty candy  products.  The Company also markets  collectible
sports and entertainment  picture products featuring  professional  athletes and
popular television,  movie and other entertainment characters. These collectible
picture products  include,  among other things,  trading cards and sticker album
collections.

     In 1995,  the Company  acquired  Merlin  Publishing  International  Limited
("Merlin"),  a U.K.-based marketer of licensed  collectibles,  primarily sticker
album  collections.  While  continuing to market products under the Merlin brand
name, Merlin changed its corporate name to Topps Europe Ltd. ("Topps Europe") in
March 1997. In August 2001, the Company acquired thePit.com, Inc. which operates
an Internet-based sports card exchange.

     The Company,  which is headquartered in New York, N.Y., also has offices in
Pennsylvania,  Canada,  the U.K.,  Ireland,  Italy,  Brazil  and  Argentina  and
distributes its products in sixty countries.


                                    PRODUCTS
Confectionery
-------------

     The Company markets premium quality lollipops throughout the United States,
Canada,  Europe and parts of Latin America and Asia.  Branded  lollipops include
Ring Pop (made of candy  molded  into the form of an  exaggerated  precious  gem
stone and  anchored to a plastic  ring),  Push Pop (a  cylinder-shaped  lollipop
packaged  in a  plastic  container  with a  removable  cap,  designed  to enable
consumers  to eat a  portion  of the pop and save the rest for  later)  and Baby
Bottle Pop (a miniature baby bottle filled with fruit-flavored powder and topped
with a candy nipple).


================================================================================

Trademarks of The Topps Company, Inc. and Subsidiaries appearing in this report:
Baby Bottle Pop, Bazooka, Bazooka Joe, Big Squirt, Bowman, Bowman's Best, Bowman
Chrome, Bowman Reserve,  etopps,  etopps.com,  Flip N`Dip Push Pop, Garbage Pail
Kids, Jumpin' Jumbo Push Pop, Mars Attacks, Merlin, Popzoid, Push Pop, Ring Pop,
Ring Pop Twisted Fruit, Ring Pop Twisted Cream,  Topps, Topps 206, Topps Chrome,
Topps Finest, Topps Gallery,  Topps Gold Label, Topps Heritage,  Topps Pristine,
Topps Stadium Club, Topps Tribute,  Treasure Pop, Twisted Fruit Baby Bottle Pop,
Twisted Fruit Ring Pop and Wacky Packages.

Unless otherwise indicated, all date references refer to calendar years.


                                       2


<PAGE>


     The Company has marketed  Bazooka brand bubble gum since 1947.  Traditional
chunk Bazooka bubble gum is produced in individually-wrapped  rectangular pieces
in a variety of flavors and sold  generally at a suggested  retail price of five
cents a piece.  Individual  pieces of Bazooka  brand  bubble gum include a comic
featuring Bazooka Joe, a copyrighted cartoon character created by the Company in
1953. In addition to individual  pieces,  the Company sells multiple piece packs
of Bazooka which are designed for distribution across all major trade channels.

     In fiscal 2000,  2001 and, to a lesser extent 2002, the Company  marketed a
line of Pokemon confectionery  products which included three types of lollipops:
Pokemon Sticker Pops (with a  Bazooka-flavored  gum center and a Pokemon sticker
inside the wrapper), Pokemon Popzoids (anchored on collectible Pokemon character
sticks) and Pokemon  Treasure Pops (with surprise  Pokemon  mini-figures  hidden
inside the handle). The Company also marketed a plastic container replica of the
Pokemon ball with candy and a decorated Pokemon figure packed inside.

     Fiscal  2002  featured  the  Company's  launch  of  seasonal  confectionery
products  focused on Christmas,  Valentine's Day and Easter.  Additionally,  the
Company introduced line extensions including Ring Pop Twisted Fruit (two flavors
of candy swirled together in each pop) and Jumpin' Jumbo Push Pop (a larger Push
Pop where the pop rises  automatically)  and began roll out of Ring Pop  Twisted
Cream in the U.S. The Company also  introduced Big Squirt (liquid candy spray in
a tube) and two Marvel lollipops internationally.

     In fiscal 2003, the Company plans to introduce Twisted Fruit Push Pop, Flip
N'Dip Push Pop, Twisted Fruit Baby Bottle Pop and certain other new products.


Collectible Sports Products
---------------------------

     The Company is a leading marketer of collectible picture products comprised
of trading cards and sticker album collections. These products typically feature
professional  sports  figures  from Major League  Baseball,  NFL  Football,  NBA
Basketball,  NHL Hockey,  English Premiere League Football  (soccer) and Italian
Calcio Football. In the U.S. and Canada,  picture products are generally sold in
the form of cards, while in the rest of the world picture products are typically
sold in the form of sticker  album  collections.  In fiscal  2002,  the  Company
leveraged  its sports  knowledge  and  expertise by lauching  etopps,  a line of
sports  cards  sold  exclusively  online via an IPO  format.  The  Company  also
acquired  thePit.com,  a sports card exchange,  representing  its foray into the
secondary market for collectible trading cards.

     Traditional  card  products  contain  photographs  of  athletes  and  other
features, including summary statistics,  biographical material and occasionally,
pieces of memorabilia  and/or  players'  autographs.  The Company markets sports
picture  cards  in  various  size  packages,  as  well  as  complete  sets,  for
distribution through a variety of trade channels.

     The Company  distributes sports cards under brand names including,  but not
limited to, Topps, Topps Heritage,  Topps Finest,  Topps Gallery,  Topps Stadium
Club, Topps Gold Label, Topps Chrome, Bowman and etopps. The Company attempts to
ensure  that each brand of sports  cards has its own unique  positioning  in the
marketplace. For example, Topps Heritage, a retro brand with bubble gum in every
pack,  addresses a perceived  consumer demand for  nostalgia-based  products and
capitalizes on Topps' heritage and history in the sports collectible industry.


                                       3


<PAGE>


     All  cards  are  high  quality,   showcasing   various   technologies   and
state-of-the-art  reproduction  techniques.  Cards may also include  value-added
features such as foil stamping, film lamination,  autographs and/or small pieces
of memorabilia.  Prices  generally range from a suggested  retail price of $0.99
per pack to $7.00 per pack,  although  the Company has recently  marketed  packs
that are priced as high as  $40.00.  The  Company  also  sells  products  in box
configurations  that are offered to the consumer at a suggested  retail price of
$100 or more. The Company is continuously updating the features of its cards and
seeking new technologies. In the last couple of years, increased consumer demand
for autographs and memorabilia has placed pressure on sports card margins.

     In October 2001,  the Company  launched  etopps,  a trading card brand sold
exclusively on the Internet at www.etopps.com.  Each week on the etopps website,
a limited number of cards featuring distinguished veteran and rookie players are
offered  for  sale via  "Initial  Player  Offerings",  ("IPOs").  Upon  assuming
ownership,  a customer may take delivery of purchased cards,  each of which come
in a special  sealed  protective  case, or elect to have Topps hold the cards in
secured  storage.  Cards held by the Company can be tracked via personal on-line
portfolios  and traded on an exclusive  etopps trading floor on eBay. All etopps
cards adhere to ultra high-quality printing and manufacturing standards and have
pre-numbered counterfeit-proof stickers in order to assure authenticity.

     In August 2001 the Company  acquired  all the  outstanding  common stock in
thePit.com,  Inc. for $5.7 million in cash.  ThePit.com makes a market in graded
rookie cards and provides a means by which  collectors can buy and sell cards in
real time over the Internet.

     Internationally,  the Company has sports  licenses for the England  Premier
League  Soccer and England  National  Soccer teams as well as for Italian soccer
leagues.  Sports sticker album collections,  which are sold under the Merlin and
Topps brand names, are marketed  throughout  Europe and parts of Asia.  Stickers
are sold in packages  and display  photos of popular  local  athletes and sports
teams.  The stickers  are  designed so that they can be placed in an  associated
album,  which contains more detailed  information  and statistics  regarding the
players and teams.


Entertainment Products
----------------------

     The  Entertainment  Products  segment consists of trading cards and sticker
album products featuring licenses from popular films, television shows and other
entertainment  properties.  Since the 1950's,  the Company has marketed  trading
cards  featuring  some of the  dominant  entertainment  properties  of the time,
including The Beatles,  Elvis Presley,  Star Wars,  Michael  Jackson,  E.T.: The
Extra-Terrestrial,  Indiana  Jones,  Batman,  Teenage  Mutant Ninja  Turtles and
Jurassic Park.  Occasionally,  the Company has also created cards  featuring its
own entertainment properties such as Wacky Packages,  Garbage Pail Kids and Mars
Attacks,  as well as cards detailing events of national  interest such as Desert
Storm. Over the years, entertainment products have experienced peaks and valleys
in terms  of  consumer  interest.  This  volatility,  coupled  with the  returns
exposure  endemic  to this  business,  has  prompted  the  Company  to be highly
selective in determining which entertainment licenses to pursue.


                                       4

<PAGE>


     In fiscal 2000, through an agreement with Nintendo of America,  the Company
obtained the rights to market products  including trading cards,  sticker albums
and candy,  featuring the highly popular Pokemon  characters.  The Company began
distributing  Pokemon  cards in the U.S. and Canada in 1999 and  introduced  the
product in Europe,  Latin  America and parts of Asia in fiscal 2001.  During the
fiscal 1999 to 2002  period,  the  Company  distributed  Pokemon  products in 44
countries and 25 languages.

     In addition to Pokemon cards and sticker album collections,  in fiscal 2002
the Company marketed six entertainment card properties: Marvel Legends (inspired
by the Marvel Super-Hero Universe),  Planet of the Apes, Lord of the Rings, Star
Wars,  Monsters,  Inc. and Enduring Freedom (which chronicled our nation's fight
against  terrorism).  Additionally,  overseas the Company marketed Jurassic Park
and Rossanna  sticker album products,  Rossanna  magazines,  and World Wrestling
Federation stickers, magazines and merchandise.

     In fiscal 2003,  the Company plans to develop  products  based on a limited
number of entertainment  licenses including Yu-Gi-Oh (non-card),  Spider-Man and
Star Wars Episode II: Attack of the Clones.

     For a  schedule  of net sales by key  business  segment  for the past three
fiscal years, see "Management's  Discussion and Analysis of Financial  Condition
and  Results  of  Operations"  on  page  7 of the  Company's  Annual  Report  to
Stockholders  for the year ended March 2, 2002 (the "Annual  Report"),  which is
hereby incorporated by reference.



                           DISTRIBUTION AND MARKETING


Sales and Distribution
----------------------

     The Company's  products are sold  throughout the United States,  Canada and
Europe, as well as in certain Latin American and Asian markets.

     In  the  U.S.,   internal  and  field  sales  employees   handle  sales  of
confectionery  products  to  national  accounts.  Confectionery  sales  to other
channels are handled by a nationwide network of broker organizations  managed by
Topps employees.  Topps confectionery products reach thousands upon thousands of
retail outlets including  supermarkets,  drugstores,  convenience  stores,  mass
merchandisers,  warehouse  clubs,  dollar  stores,  video  and  other  specialty
accounts.  The  Company's  own  employees  also handle U.S.  sales of sports and
entertainment   collectibles  to   approximately   2,100  hobby  stores,   hobby
distributors and category managers.

     In Canada, the Company's own internal sales  organization  handles sales of
confectionery and trading card products to national accounts.  Confectionery and
trading card sales to all other  channels  are handled by one  national  broker.
Current distribution in Canada is to over 15,000 retail outlets.


                                       5

<PAGE>


     In the U.K.,  sales of both  confectionery  products and  collectibles  are
handled by a dedicated  field sales force  augmented by  wholesalers  selling to
independent   retailers.   Together,  the  sales  force  and  wholesalers  reach
approximately 30,000 retail news and confectionery outlets. Elsewhere in Europe,
as well as in Latin America, Japan and Asian markets served, sales are generated
primarily through distributors.


Advertising and Promotion
-------------------------

     The  Company  utilizes  a  variety  of  marketing   techniques,   including
television,  radio and print advertising  campaigns,  sweepstakes and promotions
designed  to  create  consumer  awareness  and  stimulate  retail  sales  of its
products.  New U.S. advertising  campaigns were launched in fiscal 2002 for Ring
Pop and Push Pop brands.  Advertising and marketing  expenses  (which  encompass
media  spending,  slotting  allowances  and  consumer  promotions)  included  in
selling,  general, and administrative expenses amounted to $22,885,000 in fiscal
2000, $24,529,000 in fiscal 2001 and $22,064,000 in fiscal 2002.

     Approximately  80% of the  Company's  fiscal  2002  sales  were  made  on a
returnable basis.  Industry practice requires that the Company provide the right
to return on sales of trading card products (excluding those to certain channels
of distribution),  on confectionery  products and on sales of most sticker album
products  overseas.  Consolidated  return  provisions  net  of  reversals  as  a
percentage  of gross sales for the fiscal  years ended 2000,  2001 and 2002 were
8.5%,  7.5%  and 4.4%  respectively.  Returns  significantly  in  excess  of the
Company's  returns  provisions  could  have a  material  adverse  effect  on the
Company.



                                   PRODUCTION

Confectionery
-------------

     Ring Pop  lollipops  for  sale in North  America  are  manufactured  at the
Company's  Scranton,  Pennsylvania  factory.  Ring  Pop  lollipops  for  sale in
international markets as well as all Push Pops, Baby Bottle Pops and most of the
Company's  other  lollipop  products are  manufactured  by a single  supplier in
factories  located in Taiwan,  Thailand and China. The loss of production at one
or more of these  facilities  due to civil  unrest or for any other reason could
have a material adverse impact on sales of the Company's lollipops.

     Bazooka  bubble gum is produced by the Hershey  Foods  Corporation  under a
contract which is renewed annually for a five-year term. This contract  requires
the Company to source all of its U.S.  Bazooka  production  needs from  Hershey,
provided  it can  fulfill  the orders on a timely  basis.  Failure by Hershey to
supply the  Company on a timely  basis could have a material  adverse  effect on
sales of Bazooka until the Company could make other arrangements.


                                       6

<PAGE>


     Ingredients, paperboard, packaging materials, foil stamping and UV coating,
among other things,  are required to  manufacture  the  Company's  total line of
collectible  picture and confectionery  products and are generally  available to
the  Company.  The  Company  relies on single  producers  for  several  of these
ingredients  or  processes,   although   alternative   suppliers  are  generally
available.  Were any of these single sources no longer available to the Company,
some adjustment in product specification might be required.


Collectible Picture Products
----------------------------

     In the U.S.,  photographs of athletes are generally taken by  photographers
under  contract  with the  Company  or by  free-lance  photographers  on special
assignment.  In addition,  certain  photography is provided by the organizations
representing  the  leagues and their  member  teams.  Pictures of  entertainment
subjects  are  generally  furnished  by the  respective  licensor  or created by
artists  retained  by the  Company.  Computerized  graphic  artwork  and  design
development  for all of the  Company's  products is  done by staff  artists  and
through independent design agencies under the Company's direction. The Company's
Graphic Services Department also utilizes computerized technology to enhance and
color-correct photography and computer imaging to create interesting and unusual
backgrounds and visual effects.

     High-quality  substrates  (paperboard,  plastic, foil) are sent directly to
outside printers by the Company's  suppliers.  Pictures are printed  utilizing a
variety  of  techniques,  and  sheets of  printed  cards are then  often sent to
additional suppliers who foil stamp and UV (ultra violet) coat the sheets. Cards
that require specialized printing and the combination of various substrates like
plastic, polystyrene and holographic foils are purchased in full sheet form from
specialty  printers.  Full sheets are then  delivered to contract  packers where
they are cut into individual cards, collated and wrapped in a variety of package
configurations.

     Sticker production is subcontracted and coordinated by a single supplier in
Italy,  and album  production  is  subcontracted  to three  suppliers  in Italy.
Adhesive   material   and   packaging   are   sourced  and  printed  by  various
subcontractors  in Italy.  The Company  believes  that there are other  suitable
sources  available to meet its requirements if the current suppliers were unable
to meet the Company's needs.



                        TRADEMARKS AND LICENSE AGREEMENTS


     The  Company  considers  its  trademarks  and license  agreements  to be of
material  importance to its business.  The Company's  principal  trademarks have
been  registered  in the United  States  and many  foreign  countries  where its
products are sold.  The sports picture  products  marketed by the Company in the
U.S. are all produced under license agreements with individual athletes or their
players'  associations,  as well as the  licensing  bodies  of the  professional
sports  leagues.  These  agreements  cover the  following  sports:  Major League
Baseball,  NBA Basketball,  NFL Football and NHL Hockey.  The Company also has a
contract  with Premier  League Soccer in England and with players and teams with
regard to soccer in Italy. The Company's  inability to renegotiate  successfully
its Major League  Baseball or NFL Football  agreements upon  expiration,  or the
loss of either license  agreement,  could have a material  adverse effect on the
Company.



                                       7


<PAGE>


     The Company has an individual  license agreement with virtually every major
league baseball player.  Each baseball  player's license  agreement is initially
for four major  league  baseball  seasons  and may be  extended  for  additional
seasons as rights are used,  if the player  and the  Company  agree.  Typically,
these  agreements are extended  annually.  Among the rights the Company receives
are rights to use a player's name, picture, facsimile signature and biographical
description  in the form of two or three  dimensional  pictures,  trading cards,
postcards, stickers, stamps, transfers, decals, medallions or coins, each within
certain size limitations. The licenses granted to the Company by athletes permit
the athlete to grant others rights to the use of his name, picture and facsimile
signature on other products,  including  collectible picture cards sold alone or
with products other than gum and (with certain  exceptions)  candy.  The Company
conducts a related active  licensing  program with minor league baseball players
and  continuously  seeks  to  supplement  its  relationship  with  the  baseball
community by personal visits and corporate identification. The Company considers
such  relationships  to be good and to be of great  importance  to it.  However,
should an appreciable number of Major League Baseball players refuse to sign the
Company's  license  agreement,  it could have a material  adverse  effect on the
Company.

     The Company has a related  agreement with the Major League Baseball Players
Association, which governs certain terms of the individual player contracts. The
Company also has an agreement with Major League Baseball Properties, Inc., which
covers the use of the names and  insignias of the baseball  teams and leagues in
connection with its baseball picture products. Although the agreement expired at
the end of 2000,  the parties have agreed to continue to operate under its terms
while a new agreement is  negotiated.  However,  the inability of the parties to
reach a mutually satisfactory new agreement could have a material adverse effect
on the Company.

     The  Company  also  enters  into  license   agreements  with  entertainment
companies to produce certain products.  The terms of these contracts depend on a
variety  of  factors.  Total  royalty  expense  under the  Company's  sports and
entertainment licensing contracts for the fiscal years ended 2000, 2001 and 2002
was $43,403,000, $46,727,000, and $25,669,000,respectively. See Note 19 of Notes
to Consolidated Financial Statements in the Annual Report, which is incorporated
herein by reference,  for a description of minimum  guarantee  payments required
under the Company's existing sports and entertainment contracts.




                                   COMPETITION

     The  Company  competes  for sales as well as counter  and shelf  space with
large  corporations in the food,  candy,  publishing,  toy and other industries.
Many of  these  corporations  have  substantially  greater  resources  than  the
Company.  More narrowly,  the Company competes with other  companies,  large and
small,  which  market gum and candy,  and with a number of  collectible  picture
product companies for the spending money of children and adult  collectors.  The
Company   believes  that  the   industries  in  which  it  operates  are  highly
competitive.


                                       8


<PAGE>

                                   SEASONALITY


     The  Company's  U.S.  sports card  products are sold  throughout  the year,
spanning  the  four  major  sports  seasons  in  which  the  Company   currently
participates,  i.e., baseball,  football,  basketball and hockey. Topps Europe's
sales of sports  sticker  album  products  are driven  largely by  shipments  of
Premier  League Soccer,  with much of the sales  activity  occurring in December
through  February.  Sales of  entertainment  products  tend to be  driven by the
property on which they are based,  often  peaking with the release of a movie or
the rise in popularity of a television program or particular  licensed property.
Sales of confectionery products are impacted by the introduction of new products
and line extensions as well as by consumer and trade support programs.



                                   ENVIRONMENT

     The Company believes that it is in compliance in all material respects with
existing federal,  state and local regulations relating to the protection of the
environment.  Such  environmental  regulations have not had a material impact on
the Company's capital expenditures, earnings or competitive position.




                                    EMPLOYEES


     The Company employed approximately 455 people in fiscal 2002.

     All of the  production  employees  at the  Company's  factory in  Scranton,
Pennsylvania are represented by a union. The current union agreement  expires in
February 2003.

     The Company considers relations with its employees to be good.




                              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.  The Company wishes to ensure that any  forward-looking  statements are
accompanied  by  meaningful  cautionary  statements  in order to maximize to the
fullest extent  possible the  protections of the safe harbor  established in the
Reform Act. Accordingly,  any such statements are qualified in their entirety by
reference to, and are accompanied  by, the following  important  factors,  among
others,  that could cause the Company's actual results to differ materially from
those projected in forward-looking statements of the Company:



                                       9


<PAGE>


     1.  Dependence on Licenses.  The  Company's  trading card and sticker album
businesses are highly dependent upon licensing  arrangements with third parties.
These  licenses,  which have varying  expiration  dates,  are obtained  from the
various  professional  sports  leagues,  players  associations  and,  in certain
instances,  the  players  themselves  as well as  entertainment  companies.  The
Company's  inability to renew or retain these licenses,  or the lack of vitality
of these  licenses,  could  materially  adversely  affect its  future  plans and
results.

     2.  Contraction  in Sports Card  Industry.  The Company  believes  that the
sports card industry as a whole has contracted  significantly  over the last ten
years.  Further prolonged and material  contraction in the sports card industry,
whether caused by labor strife or otherwise,  could materially  adversely affect
the Company's future plans and results.

     3. Possible Labor Action in Baseball.  The labor contract between the Major
League Baseball Players  Association and Major League Baseball Properties is due
to expire at the end of the 2002 baseball  season.  Any work stoppage  resulting
from the parties' failure to reach a new agreement  could  materially  adversely
affect the Company's future plans and results.

     4.  Returns.  Approximately  80% of  the  Company's  sales  are  made  on a
returnable basis.  Although the Company maintains  returns  provisions,  returns
considerably in excess of the Company's  provisions could  materially  adversely
affect its future plans and results.

     5. Suppliers.  The Company has a single source of supply for certain of its
lollipop  products.  The loss of this  supplier  due to civil  unrest or for any
other reason could  materially  adversely  affect the Company's future plans and
results.

     6. Customers.  The Company has several large  customers,  some of which are
serviced  by  single  distributors.  The  loss  of any  of  these  customers  or
distributors  could  materially  adversely affect the Company's future plans and
results.

     7. Internet.  The Company is making a significant investment in an Internet
strategy.  There is no  guarantee  that the  strategy  will be  successful.  The
failure of the Company's Internet business to achieve expected levels of success
could materially adversely affect the Company's future plans and results.

     8.  International  Political  and  Economic  Risk.  Due  to  the  Company's
increased  international  presence,  there  is an  increase  in  risk  generally
associated  with  operating  outside of the U.S.  Events  such as civil  unrest,
currency  devaluation and political  upheaval could materially  adversely affect
the Company's future plans and results.

     9. Legal  Proceedings.  See Item 3: Legal  Proceedings  for a discussion of
legal matters that could materially  adversely affect the Company's future plans
and results.



                                       10


<PAGE>


FINANCIAL  INFORMATION ABOUT INDUSTRY SEGMENTS,  FOREIGN AND DOMESTIC OPERATIONS
AND EXPORT SALES


     The  Company  operates  in  three  business  segments.  They  are:  (i) the
marketing and  distribution of  confectionery  products;  (ii) the marketing and
distribution  of  collectible  sports  products;  and  (iii) the  marketing  and
distribution of entertainment products.  Segment and geographic area information
contained in Note 15 of the Notes to Consolidated  Financial Statements included
in the Annual Report is hereby incorporated by reference.























                                       11

<PAGE>



                        EXECUTIVE OFFICERS OF THE COMPANY


     The information  required by this item with respect to the directors of the
Company and those  executive  officers who are also  directors  appearing in the
Proxy Statement for the annual meeting of  stockholders  scheduled to be held on
June 27, 2002 ("2002  Proxy  Statement")  is hereby  incorporated  by  reference
thereto. Set forth below is information required by this item covering the other
executive officers of the Company.


                                Position with the Company and business
Name                            experience during the past five years
----                            --------------------------------------

Ronald L. Boyum                 Vice President Marketing  and  Sales and General
                                Manager,  Confectionery  of  the  Company  since
                                February 2000;  Vice President -  Marketing  and
                                Sales of the Company since March 1995. Mr. Boyum
                                is 50 years of age.

Edward P. Camp                  Vice President of  the Company  since April 1997
                                and  President  of  the  Hobby  Division   since
                                October 1995.   Mr. Camp held a number of sales-
                                related  positions  within  the  Company   prior
                                thereto.  Mr. Camp is 55 years of age.

Michael P. Clancy               Vice  President -  International of the  Company
                                since  December 1998  and  Vice  President since
                                February  1995.  Mr. Clancy  has  been  Managing
                                Director - Topps  International  Ltd.  (formerly
                                Topps Ireland)  since  July  1990 and was  Joint
                                Managing  Director  -  Topps  Europe  Ltd.  from
                                January 1997 to December 1998.  Mr. Clancy is 47
                                years of age.

Michael J. Drewniak             Vice President -  Manufacturing of  the  Company
                                since March 1991. Mr. Drewniak held the position
                                of General Manager  -  Manufacturing  Operations
                                prior thereto.  Mr. Drewniak is 65 years of age.

Ira Friedman                    Vice  President  -  Publishing  and New  Product
                                Development of the Company since September 1991.
                                Mr. Friedman joined the Company in October 1988.
                                Mr. Friedman is 48 years of age.


                                       12


<PAGE>


                                Position with the Company and business
Name                            experience during the past five years
----                            --------------------------------------

Warren Friss                    Vice  President - Internet Business  and General
                                Counsel  since June 2001.   Mr. Friss  has  been
                                General  Counsel of the  Company since  February
                                2000.   Mr. Friss joined the  Company  as Deputy
                                General Counsel in May 1995.   Mr. Friss  is  38
                                years of age.

Catherine K. Jessup             Vice President -  Chief Financial Officer of the
                                Company  since July 1995.  Prior  to joining the
                                Company,  Ms. Jessup held a number of  positions
                                with PepsiCo  (a food products company)from 1981
                                to July 1995 including  Director of Planning and
                                C.F.O. PepsiCo Wines and Spirits.  Ms. Jessup is
                                46 years of age.

William G. O'Connor             Vice President - Administration of  the  Company
                                since  September  1991.    Mr. O'Connor  was  an
                                Assistant  Secretary  of  the Company  from June
                                1982 until June 1994.  Mr. O'Connor is 53  years
                                of age.

John Perillo                    Vice President - Operations of the Company since
                                April 1995  and Vice President -  Controller and
                                Chief  Financial  Officer  of the  Company  from
                                April 1990 to July 1995. Mr. Perillo is 45 years
                                of age.


Scott Silverstein               Executive Vice  President of  the Company  since
                                February 2000.  Prior thereto,  Mr.  Silverstein
                                ran  the  Pokemon  business for Topps since 1999
                                and  was the  Vice President - Business  Affairs
                                and General  Counsel  of   the   Company   since
                                February 1995. Mr. Silverstein held the position
                                of General Counsel from July 1993 until February
                                1995.   Prior  to   joining   the  Company,  Mr.
                                Silverstein was an attorney with the law firm of
                                Ingram  Yuzek  Gainen  Carroll & Bertolotti from
                                April  1990  until July 1993.  Prior thereto, he
                                was an attorney  with  the  law  firm  of Shea &
                                Gould.  Mr. Silverstein is the son-in-law of Mr.
                                Shorin,  the  Company's  Chairman of the  Board,
                                Chief  Executive  Officer  and  President.   Mr.
                                Silverstein is 40 years of age.



                                     13


<PAGE>


ITEM 2.  PROPERTIES

         The location and general description of the principal properties owned
or leased by the Company are as follows:
<TABLE>
<CAPTION>
                                                                            Owned or Leased;
                                                        Area/Facility       If Leased,
        Location                Type of Facility        Square Footage      Expiration Year
        --------                ----------------        --------------      ---------------
<S>                             <C>                         <C>             <C>
Duryea, Pennsylvania*           Office and warehouse        71,000          Leased; 2006

Scranton, Pennsylvania**        Manufacturing plant         41,000          Owned

Cork, Ireland**                 Office                       8,000          Leased; 2005

New York, NY*                   Executive offices           60,000          Leased; 2009

Milton Keynes, United Kingdom*  Office and warehouse        10,000          Leased; 2014

</TABLE>

         The Company also leases offices in Canada, Brazil, Argentina and Italy.
The Company believes that its active facilities are in good repair and are
suitable for its needs for the foreseeable future.

------------------------------
 *Serves all business segment
**Serves confectionery segment























                                       14


<PAGE>


ITEM 3.  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.  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  affect the
Company's future plans and results.

     On August 21,  2000,  the Company  was named as a defendant  in a purported
class action  commenced in the Superior Court of the State of California for the
County of Alameda (the "California  State Court") entitled Chaset, et al. v. The
Upper Deck Company,  et al., No. 830257-9 (the "California  Class Action").  The
California  Class Action  alleges that the Company and other  manufacturers  and
licensors of sports and entertainment  trading cards committed unlawful,  unfair
and fraudulent  business acts under the California Unfair Business Practices Act
(CUBPA) and the California Consumer Legal Remedies Act (CLRA) by the practice of
selling  trading  cards  with  randomly-inserted  "insert"  cards  allegedly  in
violation of state and federal  anti-gambling  laws and state consumer laws. The
California  Class Action asserts three claims for relief and seeks  declaratory,
equitable and  injunctive  relief and  attorneys'  fees on behalf of a purported
nationwide  class  of  trading  card  purchasers.  Plaintiff  filed  an  amended
complaint on October 13, 2000, including an amendment to demand compensatory and
punitive  damages and  restitution.  On December 14, 2000,  plaintiff  moved for
summary judgment on one of his CUBPA claims.

                                       15

<PAGE>

     On December 15, 2000, all  defendants  filed a motion to dismiss two of the
claims for failure to state a claim upon which  relief can be granted;  a motion
for summary judgment  dismissing the remaining claim; and a motion to strike all
allegations  of fraudulent or deceptive  representations  and all  references to
plaintiff's  prayer for monetary  relief.  On March 29, 2001, the Court issued a
tentative ruling granting defendants' motion for summary judgment on the grounds
that the defendant's practices do not constitute illegal gambling as a matter of
law, but denying the demurrer to the extent that the remaining two claims allege
false or misleading  advertising  practices  unrelated to the gambling issue. On
March 30, 2001, in accordance  with the  California  State  practice,  the Court
heard oral  argument on whether or not its  tentative  ruling  should stand as a
final ruling. On June 12, 2001, the Court denied both motions.  On September 21,
2001, plaintiff moved for class certification. Briefing and discovery concerning
the class  certification  issue was completed in January 2002, and oral argument
was heard on February 27, 2002. On March 7, 2002, Judge Sabraw of the California
State Court  issued a ruling  denying  class  certification  under the CUBPA and
granting  class  certification  under the CLRA. On April 2, 2002, the defendants
filed a joint  motion  to  dismiss  the CLRA  cause  of  action.  Plaintiff  has
indicated that he intends to appeal the ruling denying class certification under
the CUBPA. On April 18, 2002, the Court issued a tentative ruling dismissing the
CLRA action.  A hearing was scheduled on the matter on April 26, 2002. The Court
has not yet issued a final ruling in the matter.

     In November  2000,  the  Commission  of the European  Communities  began an
investigation  into whether Topps  Europe's  distribution  arrangements  for its
licensed   products   comply  with  European  law.  The  Commission  is  seeking
information as to whether Topps Europe has engaged in the prevention of parallel
trade between the member states of the European Union and/or  European  Economic
Area, in  infringement  of Article 81 of the EC Treaty and/or  Article 54 of the
EEA  Treaty.  Topps  Europe  filed a  response  to the  Commission's  enquiry on
November 29,  2000,  and  provided  further  information  to the  Commission  on
February 2, 2001,  pursuant to its request.  The  Commission is  continuing  its
investigation,  and  an  adverse  outcome  in its  findings  could  result  in a
substantial fine.

     In all the above  matters,  the Company's  management  believes that it has
meritorious defenses and intends to vigorously defend against these claims.

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



                                       16



<PAGE>


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


         None

































                                       17


<PAGE>


                                     PART II


ITEM 5.  MARKET FOR COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

         Reference is made to the data appearing on page 31 of the Annual Report
under the heading "Market and Dividend Information" which is hereby incorporated
by reference.


ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

         Reference  is made to the data  appearing  on  page  32 of  the  Annual
Report under the heading "Selected Consolidated Financial Data" which is  hereby
incorporated by reference, and reference is also made to the Equity Compensation
Plan Incentive on page 8 of the 2002 Proxy.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         Reference  is made to the data  appearing on  pages 7 through 10 of the
Annual  Report  under the  heading  "Management's  Discussion  and  Analysis  of
Financial  Condition and Results of Operations" which is hereby  incorporated by
reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Reference is made to the data  appearing on pages 11  through 30 and to
the Report of Independent Public Accountants  appearing on page 31 of the Annual
Report which are hereby incorporated by reference.



ITEM 9.  CHANGES IN ACCOUNTANTS AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
         DISCLOSURE


         None.










                                       18


<PAGE>


                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

         Information  required by this item  appears in Part I of this Report on
Form 10-K under the heading "Executive  Officers of the Company" and in the 2002
Proxy Statement and is hereby incorporated by reference.



ITEM 11. EXECUTIVE COMPENSATION

         Information  required by this item  appears in the 2002 Proxy Statement
and is hereby incorporated by reference.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information required by  this item appears  in the 2002 Proxy Statement
and is hereby incorporated by reference.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information required by  this item appears  in the 2002 Proxy Statement
and is hereby incorporated by reference.















                                       19


<PAGE>


                                     PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


(a)(1&2) Financial Statements and Financial Statement Schedules

         See index on page 22.

(3)      Listing of Exhibits

         See index on pages 23-25.

(b)      Reports on Form 8-K

         None






















                                       20


<PAGE>


                                   SIGNATURES



         Pursuant to the  requirements of  Section 13 or 15(d) 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.

Dated:  May 31, 2002                            THE TOPPS COMPANY, INC.
                                                ------------------------
                                                       Registrant

                                                    /Arthur T. Shorin/
                                                ------------------------
                                                     Arthur T. Shorin
                                                   Chairman of the Board,
                                           Chief Executive Officer and President


         Pursuant to the  requirements of the  Securities  Exchange Act of 1934,
this Report has been signed on the 31st day of May 2002 by the following persons
on behalf of the Registrant and in the capacities indicated.


         /Arthur T. Shorin/                       /Catherine K. Jessup/
        --------------------                    -------------------------
          Arthur T. Shorin                         Catherine K. Jessup
   Chairman, Chief Executive              Vice President-Chief Financial Officer
       Officer and President                    (Principal Financial and
  (Principal Executive Officer)                    Accounting Officer)


          /Allan A. Feder/                             /David Mauer/
      ----------------------                        -----------------
           Allan A. Feder                               David Mauer
              Director                                    Director


       /Stephen D. Greenberg/                        /Jack H. Nusbaum/
     -------------------------                     ---------------------
        Stephen D. Greenberg                          Jack H. Nusbaum
              Director                                    Director


           /Ann Kirschner/                             /Richard Tarlow/
        --------------------                        --------------------
            Ann Kirschner                               Richard Tarlow
              Director                                     Director


           /Edward D. Miller/                         /Stanley Tulchin/
        --------------------                        --------------------
            Edward D. Miller                           Stanley Tulchin
              Director                                     Director







                                       21


<PAGE>


                             THE TOPPS COMPANY, INC.
                      FORM 10-K ITEM 14(a)(1), (2) AND (3)
              LIST OF FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS


(a)(1) Index to Financial Statements:

       The  following  Consolidated  Financial Statements included in the Annual
       Report are hereby incorporated by reference to Item 8:

          Consolidated  Statements of Operations -- February 26, 2000,  March 3,
       2001 and March 2, 2002.

          Consolidated Balance Sheets -- March 3, 2001 and March 2, 2002.

          Consolidated  Statements of Cash Flows -- February 26, 2000,  March 3,
       2001 and March 2, 2002.

          Consolidated  Statements of Stockholders' Equity -- February 26, 2000,
       March 3, 2001 and March 2, 2002.

          Notes to Consolidated Financial Statements.

          Report of Independent Public Accountants.



(a)(2) Index to Independent Public Accountants'
        Report and Financial Statement Schedules                Page No.

       Report of Independent Public Accountants .................. S-1

       Schedule VIII -- Valuation and Qualifying Accounts -
        Years Ended February 26, 2000, March 3, 2001 and
        March 2, 2002 ..........................................   S-2


       Schedules other than those listed above are omitted because they are
       either not required or not applicable or the required information is
       shown in the Consolidated Financial Statements or Notes thereto.






                                       22

<PAGE>


(a)(3) Index to Exhibits


          3.1  Restated    Certificate   of   Incorporation  of    the   Company
               (Incorporated by reference to Exhibit 3.1 to the Company's Report
               on Form 8-K dated December 3, 1991).

          3.2  Restated  By-laws of the Company  (Incorporated  by  reference to
               Exhibit 3.2 to the Company's Report on Form 8-K dated December 3,
               1991).

         10.1  The Topps Company, Inc. Executive Officers' Annual Bonus Plan.*

         10.2  Retirement  Plan  and Trust  as  amended and  restated  effective
               February 28, 1993  (Incorporated  by  reference to the  Company's
               Annual Report on Form 10-K for the fiscal year ended February 26,
               1994).

         10.3  Supplemental   Pension    Agreement   with   Arthur   T.   Shorin
               (Incorporated  by  reference  to Exhibit  10.16 to the  Company's
               Registration Statement on Form S-1(No. 33-130821)).

         10.4  Amendment  to  Supplemental  Pension  Agreement  with  Arthur  T.
               Shorin  dated May 18,  1994  (Incorporated  by  reference  to the
               Company's  Annual  Report on Form 10-K for the fiscal  year ended
               February 25, 1995).

         10.5  License Agreement and Letter Amendment  thereto with Major League
               Baseball  Promotion  Corporation  (Incorporated  by  reference to
               Exhibit 10.12 to the Company's Annual Report on Form 10-K for the
               fiscal year ended March 2, 1991).

         10.6  Settlement  Agreement  with   Major   League   Baseball   Players
               Association  (Incorporated  by reference  to the Company's Annual
               Report on Form 10-K for the fiscal year ended February 26, 1994).

         10.7  Stock Option Agreement with Arthur T. Shorin dated March 29, 1995
               (Incorporated  by  reference  to Exhibit  10.12 to the  Company's
               Annual Report on Form 10-K for the fiscal year ended February 25,
               1995).

         10.8  Agreement  of Lease  with One Whitehall  Company  dated  February
               24, 1994  (Incorporated  by  reference  to the  Company's  Annual
               Report on Form 10-K for the fiscal year ended February 26, 1994).

         10.9  Amendment and Restatement of the 1994 Non-Employee Director Stock
               Option  Plan.  (Incorporated  by reference  to the Company's 1998
               Proxy Statement filed on May 28, 1998).




                                       23


<PAGE>


Index to Exhibits (continued)


         10.10  Agreement  for the  acquisition  of the  issued share capital of
                Merlin   Publishing   International   plc  dated  May  17,  1995
               (Incorporated by reference to the Company's Annual Report on Form
                10-K for the fiscal year ended February 25, 1995).

         10.11  Corporate   Guaranty   in   favor  of   the  Bank  of   Scotland
                (Incorporated  by reference to the Company's Quarterly Report on
                Form 10-Q for the quarter ended November 25, 1995).

         10.12  1996 Stock Option Plan and form of  agreement  pursuant  to 1996
                Stock Option Plan. (Incorporated  by reference to the  Company's
                Annual  Report on Form 10-K for the fiscal year  ended  March 2,
                1996).

         10.14  Consulting  Agreement  with  Seymour  Berger dated  December 31,
                1997. (Incorporated  by  reference  to the  Company's  Quarterly
                Report on Form 10-Q for the quarter ended August 29, 1998).

         10.15  Amended and Restated Manufacturing  Agreement with Hershey Foods
                Corporation, dated March 13, 1998. (Incorporated by reference to
                the Company's Quarterly Report on Form 10Q for the quarter ended
                August 29, 1998).

         10.16  Memorandum  of Agreement  with  Major  League  Baseball  Players
                Association.  (Incorporated   by  reference  to  the   Company's
                Quarterly Report on Form 10-Q for the quarter  ended  August 29,
                1998).

         10.17  Retail Product  License  Agreement  between the  Company and NBA
                Properties,  Inc.  dated  November  19,  1998. (Incorporated  by
                reference to the Company's Quarterly Report on Form 10-Q for the
                quarter ended November 28, 1998).

         10.18  License  Agreement  between the  Company and  National  Football
                League   Players   Incorporated,  dated   September   27,  1998.
                (Incorporated by reference to the Company's  Quarterly Report on
                Form 10-Q for the quarter ended November 28, 1998).

         10.19  Amended  and  Restated  Employment  Agreement  with   Arthur  T.
                Shorin  dated March 1, 1999. (Incorporated  by  reference to the
                Company's  Annual Report on Form 10-K for the fiscal  year ended
                February 27, 1999).

         10.20  Pokemon   Merchandise  License  Agreement  -  U.S.  between  the
                Company and  Nintendo of America,  Inc.,  dated April 16,  1999.
                (Incorporated  by reference to the Company's Quarterly Report on
                Form 10Q for the quarter ended August 28, 1999).


                                       24

<PAGE>


Index to Exhibits (continued)



         10.21  Pokemon   Merchandise  License  Agreement  - U.K.   between  the
                Company  and Nintendo  of  America,  Inc.,  dated  June 4, 1999.
                (Incorporated  by reference to the Company's Quarterly Report on
                Form 10Q for the quarter ended August 28, 1999).

         10.22  Credit  Agreement,  dated   June  26,  2000,  among  The   Topps
                Company,  Inc.,  The Chase  Manhattan  Bank,  and  LaSalle  Bank
                National Association.(Incorporated by reference to the Company's
                Annual Report on Form 10-K for the fiscal  year  ended  March 3,
                2001).

         10.23  Amendment  Number One to Credit  Agreement  dated dated June 26,
                2000. (Incorporated  by  reference  to the  Company's  Quarterly
                Report on Form 10-Q for the fiscal year ended March 3, 2001).

         10.24  Amended and  Restated  Employment  Agreement (the  "Agreement"),
                effective  as of the 1st day of June, 2001,  by and  between The
                Topps Company, Inc., a Delaware corporation (the "Company"), and
                Arthur T. Shorin, a resident of New York (the "Executive").

         10.25  2001 Stock  Incentive  Plan  (Incorporated  by reference  to the
                Company's  Annual Report on Form 10-K for the fiscal  year ended
                March 2, 2002).*

         13     Annual   Report   (Except  for   those   portions   specifically
                incorporated   by   reference,   the   2002  Annual   Report  to
                Stockholders is furnished  for the information of the Commission
                and is not to be deemed "filed" as part of this filing).

         21     Significant Subsidiaries of the Company.*

         27     Financial Data Schedule.*


*filed herewith




                                       25


<PAGE>


EXHIBIT 10.1:  EXECUTIVE OFFICERS' ANNUAL BONUS PLAN


     A fiscal 2003 Executive Officers Incentive Bonus Plan has been established,
with  payments  to be made after the close of fiscal  2003.  Executive  Officers
become   eligible   for  bonus   payments   only  upon  the  Company   achieving
pre-established   figures  for  Consolidated  Operating  Profit  (income  before
interest,  taxes,  depreciation and  amortization).  Bonus payments can increase
upon the additional achievement of certain pre-determined  strategic objectives.
Assuming achievement of minimum target figures for Consolidated Operating Profit
in fiscal 2003, each Executive  Officer will be eligible to receive 20% of their
base  salary as bonus,  increasing  to a maximum  of 60% of base  salary  should
Consolidated  Operating  Profit exceed minimum  target figures and/or  strategic
objectives be met.



















                                       26


<PAGE>



                          INDEPENDENT AUDITORS' REPORT
                  ON CONSOLIDATED FINANCIAL STATEMENT SCHEDULE



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


The Topps Company, Inc.:


     We have audited the accompanying  consolidated  balance sheets of The Topps
Company,  Inc. and  Subsidiaries  as of March 2, 2002 and March 3, 2001, and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows for each of the three  years in the  period  ended  March 2, 2002 and have
issued our report  thereon  dated  April 3, 2002;  such  consolidated  financial
statements  and report are included in your 2002 Annual  Report to  Stockholders
and  are  incorporated  herein  by  reference.  Our  audits  also  included  the
consolidated  financial  statement  schedule  of The  Topps  Company,  Inc.  and
Subsidiaries  listed in Item 14. This consolidated  financial statement schedule
is the  responsibility  of the Company's  management.  Our  responsibility is to
express an opinion on these financial  statements on our audits. In our opinion,
such consolidated  financial statement schedule,  when considered in relation to
the basic financial  statements taken as a whole, present fairly in all material
respects the information set forth therein.



                                         / Deloitte & Touche LLP /
                                       ---------------------------
                                           Deloitte & Touche LLP
                                             New York, New York
                                                April 3, 2002










                                       S-1













                                       27


<PAGE>
                              THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                          SCHEDULE VIII. VALUATION AND QUALIFYING ACCOUNTS
                                        (Amounts in thousands)
<TABLE>
<CAPTION>
          Column A                 Column B         Column C          Column D    Column E
-------------------------------------------------------------------------------------------
                                    Balance    Charge to   Charged                 Balance
                                 at Beginning  Costs and   Against    Additions     At End
         Description              of Period     Expenses    Sales   (Deductions)  of Period
-------------------------------------------------------------------------------------------
<S>                                 <C>         <C>        <C>        <C>          <C>
Year Ended February 26, 2000:
 Amortization of Sports,
  Entertainment and Propriety
  Products ......................   $ 30,671    $ 1,898    $    --    $    --      $ 32,568

 Amortization of Other
  Intangible Assets .............   $ 10,023    $   721    $    --    $    --      $ 10,744
                                    --------    -------    --------   ---------    --------
                                    $ 40,693    $ 2,618    $    --    $    --      $ 43,312
                                    ========    =======    ========   =========    ========
Allowance for Estimated Losses
  on Sales Returns ..............   $ 12,629    $   --     $ 35,550   $(24,558)(a) $ 23,621
                                    ========    =======    ========   =========    ========
Allowance for Doubtful Accounts..   $  1,137    $   470    $    --    $  ( 192)    $  1,415
                                    ========    =======    ========   =========    ========
Inventory Valuation Adjustment...   $  5,297    $ 8,411    $    --    $ (5,840)(b) $  7,868
                                    ========    =======    ========   =========    ========
===========================================================================================

Year Ended March 03, 2001:
 Amortization of Sports,
 Entertainment and Propriety
 Products .....................     $ 32,568    $ 1,898    $    --    $    --      $ 34,466

 Amortization of Other
  Intangible Assets ...........     $ 10,744    $   720    $    --    $    --      $ 11,464
                                    --------    -------    --------   ---------    --------
                                    $ 43,312    $ 2,618    $    --    $    --      $ 45,930
                                    ========    =======    ========   =========    ========
Allowance for Estimated Losses
  on Sales Returns ...........      $ 23,621    $   --     $ 38,018   $(37,343)(a) $ 24,296
                                    ========    =======    ========   =========    ========
Allowance for Doubtful Accounts     $  1,415    $   494    $    --    $   (291)    $  1,618
                                    ========    =======    ========   =========    ========
Inventory Valuation Adjustment      $  7,868    $ 3,989    $    --    $ (6,788)(b) $  5,069
                                    ========    =======    ========   =========    ========
===========================================================================================

Year Ended March 02, 2002:
 Amortization of Sports,
 Entertainment and Propriety
 Products .....................     $ 34,466    $ 1,898    $    --    $    --      $ 36,363

 Amortization of Other
  Intangible Assets ...........     $ 11,464    $   955    $    --    $    --      $ 12,419
                                    --------    -------    --------   ---------    --------
                                    $ 45,930    $ 2,852    $    --    $    --      $ 48,782
                                    ========    =======    ========   =========    ========
Allowance for Estimated Losses
  on Sales Returns ...........      $ 24,296    $   --     $ 11,681   $(20,102)(a) $ 15,875
                                    ========    =======    ========   =========    ========
Allowance for Doubtful Accounts     $  1,618    $  (224)   $    --    $   (160)    $  1,234
                                    ========    =======    ========   =========    ========
Inventory Valuation Adjustment      $  5,069    $ 2,461    $    --    $ (3,005)(b) $  4,525
                                    ========    =======    ========   =========    ========
===========================================================================================
</TABLE>
a) Returns charged against provision, net of recoveries
b) Disposals, net of recoveries




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