________________________________________________________________________________


                                  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 1, 2003

                                       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. [ x ]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 126-2 of the Act). Yes X No __.

     The aggregate market value of Common Stock held by non-affiliates as of the
last  business day of the most  recently  completed  fiscal  second  quarter was
approximately $331,150,000.

     The number of  outstanding  shares of Common  Stock as of May 15,  2003 was
40,700,151.

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

Annual Report to Stockholders for the Year Ended March 1, 2003    I, II, IV
Proxy Statement for the 2003 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
entertainment  products featuring  professional athletes and popular television,
movie and other licensed  characters.  Entertainment  product  formats  include,
among other things, trading cards, sticker albums, tattoos and toys.

     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,  Delaware,  Canada,  the U.K.,  Ireland,  Italy and  Argentina and
distributes its products in numerous countries around the world.



                                    PRODUCTS

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

     The Company markets premium quality lollipops throughout the United States,
Canada, Europe and parts of Latin America, Asia and Australia. 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, Baby Bottle Pop Candy Juice, Bazooka, Bazooka Joe, Bowman, Cool
Junk,  etopps,  etopps.com,  Flip N`Dip Push Pop,  Garbage Pail Kids, Juicy Drop
Pop,  Mars  Attacks,  Merlin,  Push Pop, Ring Pop,  Topps,  Topps Chrome,  Topps
Finest, Topps Gallery, Topps Gold Label, Topps Heritage,  Topps Pristine,  Topps
Stadium Club, Twisted Fruit Baby Bottle Pop, Twisted Fruit Triple Power Push 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 the  U.S.,  the  Company  is  focused  on a  three-pronged  strategy  --
providing  children with compelling  high quality  products,  expanding  product
availability  (distribution  and in-store  location) and advertising on national
children's  television programs.  As a result, the Company has experienced solid
progress in terms of its U.S.  competitive share position,  retail  distribution
and brand and advertising awareness.  Overseas, the primary emphasis has been on
delivering  innovative  products to the marketplace and securing new listings in
key retailers.  In 2003,  confectionery  distribution  in Europe was expanded to
include  Tesco and  Safeway in the U.K.,  Albert  Heine in Holland  (part of the
Ahold group), and Carrefour in France.

     Beginning in fiscal 2000 and peaking in fiscal 2001, the Company marketed a
line of Pokemon candy  products  which  included  lollipops as well as a plastic
container  replica of the Pokemon ball with candy and a decorated Pokemon figure
inside. In fiscal 2002, the Company  introduced a seasonal products line focused
on the Christmas, Valentine's Day and Easter holidays.

     In fiscal 2003, the Company  launched Flip N' Dip Push Pop (a Push Pop with
a container of fruit-flavored powder), Baby Bottle Pop Candy Juice (liquid candy
in a Baby Bottle Pop container), Juicy Drop Pop (a pop with a separate container
of  candy  juice to be  squirted  onto the  pop)  and  Yu-Gi-Oh!  sticker  pops.
Additionally,  the Company introduced line extensions such as Twisted Fruit Baby
Bottle Pop and Twisted Fruit Triple Power Push Pop (two flavors of candy swirled
together in each pop).


Entertainment
-------------

     Effective with the fourth quarter of 2003, the Company  combined the Sports
and Entertainment segments into a single segment, Entertainment, consistent with
Topps organizational structure and product line similarities.  The Entertainment
segment  primarily  consists of trading cards and sticker album picture products
featuring both sports and non-sports licenses.

     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  albums.  The Company markets cards in various size packages for
distribution  through a variety of trade  channels.  Sticker album  products are
designed  so that  stickers,  which  are sold in  packages,  can be placed in an
associated  album which  contains  more  detailed  information  on the  subject.
Internationally,  the Company  distributes  sticker album  collections under the
Merlin and Topps brands.  These  products are sold to consumers  through  retail
channels as well as over the Internet.

     Sports card and sticker album products  contain  photographs of athletes as
well as other  features,  including  player  and team  statistics,  biographical
material and  occasionally,  pieces of memorabilia  and/or players'  autographs.
Sports card  products  feature  professional  sports  figures  from Major League
Baseball,  NFL Football,  NBA  Basketball  and NHL Hockey,  while sports sticker
album products feature  athletes from English Premier League Football  (soccer).
The Company also has rights to market  bubble gum with  mini-stickers  featuring
Italy's  Serie A soccer  league.  Additionally,  in  fiscal  2003,  the  Company
marketed Team England and Team Ireland  sticker album products  associated  with
the World Cup soccer tournament, which occurs once every four years.


                                       3

<PAGE>

     The Company  distributes  sports card products in North America under brand
names including,  but not limited to, Topps, Topps Heritage, Topps Finest, Topps
Gallery,  Topps Stadium Club, Topps Gold Label, Topps Chrome, Topps Pristine and
Bowman.  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.

     Non-sports  cards and sticker album products  feature licenses from popular
films,  television  shows  and  other  properties.   The  Company  has  marketed
non-sports trading cards and sticker album products since the 1950's,  featuring
some  of the  dominant  entertainment  properties  of all  time,  including  The
Beatles, Elvis Presley, Star Wars, Michael Jackson, E.T.: The Extra-Terrestrial,
Indiana Jones, Batman, Teenage Mutant Ninja Turtles,  Jurassic Park and Pokemon.
Occasionally,  the Company has also created cards and stickers 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 and Enduring Freedom.  During the fiscal 2000 to 2003 period,  the Company
distributed Pokemon products in over 44 countries and 25 languages.

     In fiscal 2003 the Company  marketed  non-sports  trading  card and sticker
album products  featuring licenses including Star Wars Episode II: Attack of the
Clones, Lord of the Rings: The Two Towers, Spider-Man, Yu-Gi-Oh! (sticker albums
only), and The Simpsons.  Over the years,  entertainment cards and sticker album
products have experienced peaks and valleys in terms of consumer interest, which
has  prompted  the  Company  to  be  highly   selective  in  determining   which
entertainment licenses to pursue.

     All card and sticker album  products are high quality,  showcasing  various
technologies and  state-of-the-art  reproduction  techniques.  Cards may include
printing  features such as foil stamping,  film  lamination,  autographs  and/or
small pieces of memorabilia.  The Company is continuously  updating the features
of its cards and sticker  album  products  and  seeking  new ideas and  printing
technologies. Card prices generally range from a suggested retail price of $0.99
per pack to $7.00 per pack, while overseas sticker pack prices are generally the
equivalent of  approximately  fifty cents. The Company also sells certain sports
products  in pack  configurations  at prices  exceeding  $30 per pack and in box
configurations at a suggested retail price of $100 or more.

     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",  or  IPOs.  Upon  assuming
ownership,  a  customer  may take  delivery  of cards,  each of which  come in a
special  sealed  protective  case,  or elect to have  Topps  hold the cards in a
secure warehouse.  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  high-quality  printing  and  manufacturing  standards  and have
pre-numbered 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 sports
cards and  provides a means by which  collectors  can buy and sell cards in real
time over the Internet.  The Company also markets  memorabilia over the Internet
through ToppsVault.com.

     From time to time the Company has explored opportunities within the toy and
game arena which leverage its marketing and distribution  strengths. In February
2003, the Company  launched a series of collectible Cool Junk toy products which
were marketed through toy retailers in the U.S.

     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 5  of the  Company's  Annual  Report  to
Stockholders  for the year ended March 1, 2003 (the "Annual  Report"),  which is
hereby incorporated by reference.


                                        4

<PAGE>

                           DISTRIBUTION AND MARKETING

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

     The Company's  products are sold  throughout the United States,  Canada and
Europe, as well as in parts of Latin America, Asia and Australia.

     In the U.S. and Canada,  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 tens of thousands of retail
outlets   including   supermarkets,   drugstores,   convenience   stores,   mass
merchandisers, warehouse clubs, dollar stores, video outlets and other specialty
accounts.  The Company's own employees also handle U.S.  sales of  entertainment
card  products to  approximately  2,100 hobby  stores,  hobby  distributors  and
category managers who service major retail outlets.

     In the U.K., sales of both  confectionery  and  entertainment  products 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 Australia,  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. Advertising and marketing expenses (which encompass media spending and
consumer promotions) included in selling,  general, and administrative  expenses
amounted  to  $20,145,000  in  fiscal  2003,  $18,790,000  in  fiscal  2002  and
$21,514,000 in fiscal 2001.

     Approximately  85% of the  Company's  fiscal  2003  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.  Consolidated  return  provisions  net of reversals as a percentage of
gross sales for the fiscal years ended 2003, 2002 and 2001 were 6.7%,  4.4%, and
7.5%,  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.  Sticker  pops and  licensed
bubble gum products are manufactured by a single supplier in Brazil. 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 effect on the Company.

     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 current  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.


                                       5

<PAGE>

     Confectionery  raw  materials and  paperboard,  packaging  materials,  foil
stamping  and UV  coating  for  cards,  among  other  things,  are  required  to
manufacture the Company's total line of confectionery and entertainment 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. If any of these single sources were no longer
available  to the  Company,  some  adjustment  in  product  specification  would
probably be required.

Entertainment
-------------

     In the U.S.,  photographs  of athletes are  generally  taken by  free-lance
photographers  on special  assignment  with the Company.  In  addition,  certain
photography is provided by the organizations  representing the leagues and their
member  teams.  Pictures of  non-sports  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,  foilboard)  are  sent  directly  to
outside printers by the Company's  suppliers.  Pictures are printed  utilizing a
variety of  techniques  and sometimes  include foil stamp and UV (ultra  violet)
coating.  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 in Europe 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. Sports picture products marketed 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 renew, or continue to operate under,
licenses relating to Major League Baseball or U.K.  Premiere League soccer,  and
its ability to market  products in these sports,  could have a material  adverse
effect on the Company.






                                       6

<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,  among other  things,  covers the use of the names and  insignias  of the
baseball  teams and leagues in connection  with its baseball  picture  products.
Although  the written  agreement  expired at the end of 2000,  the parties  have
agreed to  continue  to  operate  under its terms.  The  parties  are  currently
negotiating the final terms of a new written agreement.  However,  the inability
of the parties to execute a new written  agreement could have a material adverse
effect on the Company.

     The  Company  also  enters  into   license   agreements   with   non-sports
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   non-sports
entertainment licensing contracts for the fiscal years ended 2003, 2002 and 2001
was $25,344,000,  $25,669,000 and $46,727,000 respectively. See Note 18 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 non-sports 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  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.


                                   SEASONALITY

     The  Company's  sales  of  confectionery   products  are  impacted  by  the
introduction of new products and line extensions as well as by advertising,  and
consumer  and  trade  support  programs.  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 April. Sales of non-sports cards and sticker albums 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.



                                       7


<PAGE>


                        DEPENDENCE ON CERTAIN CUSTOMERS

     The Company has one  customer,  McLane  Distribution  Services,  Inc.  that
accounted  for 11.4% of the  Company's  net sales in fiscal 2003.  This customer
purchases  primarily  confectionery  products  from the Company and  distributes
these products to Wal-Mart,  Sam's Club, Southland Corp., and convenience stores
in the U.S. The loss of this customer  could have a material  adverse  effect on
the Company's plans and results.


                                   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 450 people in fiscal 2003.

     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 2008.

     The Company considers relations with its employees to be good.



                           AVAILABILITY OF THIS REPORT

     The Company's financial information, including the information contained in
this report filed on Form 10-K,  quarterly reports on Form 10-Q, current reports
on Form 8-K, and any amendments to the above mentioned  reports may be viewed on
the Internet at www.topps.com.  Copies are also available,  without charge, from
the  Company.  Alternatively,  reports  filed with the  Securities  and Exchange
Commission  (the "SEC") may be viewed or  obtained  at the SEC Public  Reference
Room in Washington, D.C., or at the SEC's Internet site at www.sec.gov.












                                      8


<PAGE>

                              CAUTIONARY STATEMENTS

     In connection with the "safe harbor"  provisions of the Private  Securities
Litigation  Reform Act of 1995 (the "Reform Act"),  the Company is hereby filing
cautionary  statements  identifying  important  factors  that could cause actual
results  to  differ  materially  from  those  projected  in any  forward-looking
statements  of the Company made by or on behalf of the Company,  whether oral or
written.  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:

     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 from  non-sports  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. New Products.  The Company may be unable to produce  timely,  or at all,
certain new planned  confectionery  products.  The  inability  of the Company to
produce planned  confectionery  products could  materially  adversely affect its
future plans and results.

     4.  Returns.  Approximately  85% 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 most 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 continuing to make 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. There is an increase in risk
generally  associated  with operating  outside of the U.S.  Events such as civil
unrest, currency devaluation, political upheaval and health-related issues 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.


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

     The Company operates in two business segments.  They are: (i) the marketing
and distribution of confectionery  products; (ii) the marketing and distribution
of entertainment products.  Segment and geographic area information contained in
Note 14 of the Notes to Consolidated Financial Statements included in the Annual
Report is hereby incorporated by reference.



                                       9
<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 26, 2003 ("2003  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 51 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 56 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 48 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 66 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  49 years
                        of age.













                                       10

<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 39 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.  Ms. Jessup is
                        47 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 54 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 46 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 2000.
                        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 41
                        years of age.





















                                       11

<PAGE>

ITEM 2.  PROPERTIES

     The location and general  description of the principal  properties owned or
leased by the Company are as follows:

<TABLE>
<CAPTION>
<S>                                     <C>                     <C>                     <C>
                                                                                     Owned or Leased;
                                                                Area/Facility           If Leased,
        Location                        Type of Facility        Square Footage       Expiration Year
        --------                        ----------------        --------------       ---------------

Duryea, Pennsylvania*                   Office and warehouse         71,000             Leased; 2006

Scranton, Pennsylvania**                 Manufacturing plant         41,000             Owned

Cork, Ireland**                                 Office                8,000             Leased; 2006

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 Delaware,  Canada,  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 both business segments.
**Serves confectionery segment.



















                                       12

<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  "California  Federal
Action").  The California  Federal Action alleged 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 California Federal Action
sought  treble  damages and  attorneys'  fees on behalf of all  individuals  who
purchased  packs of cards at least in part to  obtain  an  "insert"  card over a
four-year  period.  On January 22, 1999,  plaintiffs  moved to  consolidate  the
California  Federal 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 California Federal Action to the Eastern District of New York or
stay the  California  Federal  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 California  Federal Action but granted the Company's motion to stay
the California  Federal Action pending the outcome of the  Declaratory  Judgment
Action.  The California Court also denied  plaintiffs' motion to consolidate the
California  Federal Action with similar  purported  class actions.  On April 18,
2000,  the  California  Court  entered  an  order  requiring  plaintiffs  in the
California  Federal  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 California Federal
Action with  prejudice and without  leave to replead,  and dismissed the pendent
state law claims without  prejudice.  Plaintiffs filed a notice of appeal of the
California  Court's decision to the United States Court of Appeals for the Ninth
Circuit on July 21,  2000.  On August 20, 2002 the Ninth  Circuit  affirmed  the
dismissal  of the RICO  claims.  Plaintiffs'  time to seek  review  of the Ninth
Circuit's decision has now expired,  and the dismissal of the California Federal
Action has now become final.

     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  State Action").  The
California  Class Action  alleged 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.

     On March 4, 2003, the parties reached a settlement of the California  State
Action  in which  the  manufacturer  defendants  agreed  to offer a No  Purchase
Necessary  alternative by which consumers could have an opportunity of obtaining
"insert"  cards. In addition,  the defendants  collectively,  without  admitting
liability,  made a payment of  approximately  $6.0  million  toward the cost and
attorneys'  fees  incurred  by  plaintiffs.  Topps'  share of this  payment  was
slightly in excess of $1.6 million.




                                       13
<PAGE>

     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  inquiry on
November 29,  2000,  and  provided  further  information  to the  Commission  on
February 2, 2001,  pursuant to its request.  The  Commission  has  continued its
investigation  by submitting new requests for documents and information in early
2003 and Topps Europe  continues to fully  cooperate.  An adverse outcome in the
Commission's findings could result in a substantial fine.

     On  February  17,  2000,  Telepresence,  Inc.  sued  Topps  and nine  other
manufacturers of trading cards (the  "Defendants") in the Federal District Court
for the Central  District of  California  for  infringement  of U.S.  Patent No.
5,803,501  which issued on September  8, 1998 (the `501  Patent").  In its suit,
Telepresence  contended  that the patent  covers all types of "relic" cards that
contain an authentic piece of equipment,  i.e., a sporting  implement or jersey.
Topps had  received an opinion of counsel  that its relic cards did not infringe
the `501 patent.

     After initial discovery,  on November 15, 2000 the Defendants jointly moved
for  summary  judgment on the grounds  that the named  Plaintiff  (Telepresence,
Inc.) did not have standing to sue for  infringement  of the patent.  The motion
was granted and the  Telepresence  litigation  was dismissed  with  prejudice on
March 28, 2001.

     After the dismissal, the `501 patent was assigned to a company called Media
Technologies,  Inc. Media  Technologies  is under the control of the same person
(the inventor,  Adrian Gluck) who had orchestrated the Telepresence  action.  On
November  19,  2001,  Media  Technologies  sued  essentially  the same  group of
defendants in the same court for  infringement of the `501 patent.  On March 13,
2002, the Defendants again moved for summary judgment based on the fact that the
Telepresence action was dismissed with prejudice. That motion was granted by the
District Court on April 22, 2002. Plaintiff (Media Technologies,  Inc.) appealed
on May 2, 2002. That appeal is presently pending before the Court of Appeals for
the Federal  Circuit.  Oral argument was held on April 9, 2003 and a decision is
expected in the near future.  If the dismissal is  overturned,  the parties will
then  engage in  discovery  on the  substantive  issues of the case.  An adverse
outcome in this  litigation  could  result in a  substantial  liability  for the
Company.

     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 other actions will not have a material  adverse effect on
the Company's financial condition or results of operations.


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

         There were no matters submitted to a vote of security holders during
the fourth quarter of the fiscal year ended March 1, 2003.


                                       14


<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  and  reference  is also  made  to the  Equity  Compensation  Plan
Information on page 9 of the 2003 Proxy.



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.



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


     Reference is made to the data appearing on pages 5 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 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


     Reference  is made to the data  appearing  on page 9 of the  Annual  Report
under the heading  "Disclosures about Market Risk" 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.











                                       15


<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 2003 Proxy
Statement and is hereby incorporated by reference.



ITEM 11. EXECUTIVE COMPENSATION


     Information  required by this item appears in the 2003 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 2003 Proxy  Statement and
is hereby incorporated by reference.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     Information  required by this item appears in the 2003 Proxy  Statement and
is hereby incorporated by reference.



ITEM 14. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Based on their evaluation as of a date within 90 days of the filing date of this
Annual Report on Form 10-K,  the  Company's  Chief  Executive  Officer and Chief
Financial  Officer have  concluded  that the Company's  disclosure  controls and
procedures  (as defined in Rules  13a-14(c) and 15d-14(c)  under the  Securities
Exchange  Act of 1934  (the  "Exchange  Act"))  are  effective  to  ensure  that
information  required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms.

(b) Changes in internal controls.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation. There were no significant deficiencies or material weaknesses,
and therefore there were no corrective actions taken.


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

Refer to the  Company's  Annual  Report  for the year  ended  March 1,  2003 for
details.



                                       16

<PAGE>

                                     PART IV


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

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

         See index on page 21.


     (3) Listing of Exhibits

         See index on pages 22-24.


(c)      Reports on Form 8-K

     On April 8, 2003,  the Company filed a Current Report on Form 8-K regarding
the historical  restatement  of its business  segment  information.

     On April 8, 2003,  the Company filed a Current Report on Form 8-K reporting
the  financial  results of the  Company for the fiscal  fourth  quarter and year
ended March 1, 2003.




















                                       17

<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 30, 2003                            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 31th day of May 2003 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 Miller/                           /Stanley Tulchin/
         ----------------                          ------------------
           Edward Miller                             Stanley Tulchin
             Director                                   Director






                                       18
<PAGE>

                                  CERTIFICATION

     I, Arthur T. Shorin, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date:  May 30, 2003


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






                                       19

<PAGE>

                                  CERTIFICATION

I, Catherine K. Jessup, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: May 30, 2003

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






                                       20

<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 -- March 3, 2001, March 2, 2002, and
     March 1, 2003.

     Consolidated Balance Sheets -- March 2, 2002, and March 1, 2003.

     Consolidated  Statements  of Cash Flows March 3, 2001,  March 2, 2002,  and
     March 1, 2003.

     Consolidated  Statements of  Stockholders'  Equity March 3, 2001,  March 2,
     2002, and March 1, 2003.

     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 March 3, 2001, March 2, 2002, and March 1, 2003....... 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.











                                       21

<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  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).

    10.7  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).

    10.8  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).











                                       22

<PAGE>

Index to Exhibits (continued)
-----------------------------

    10.9  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).

    10.10 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).

    10.11 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).

    10.12 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).

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

    10.14 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).

    10.15 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).

    10.16 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).

    10.17 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).

    10.18 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).










                                       23
<PAGE>

Index to Exhibits (continued)
-----------------------------

    10.19 Letter of Amendment to Retail Product License Agreement with the Major
          League   Baseball   Properties,   Inc.,   dated   September  28,  1995
          (Incorporated by reference to Exhibit 10.31 to the Company's Quarterly
          Report on Form 10-Q for the quarter ended August 30, 1977);

    10.20 Memorandum of Agreement  between the Company and Major League Baseball
          Players' Association dated January 6, 2003.*

    10.21 Amended and Restated Employment Agreement (the "Agreement"), effective
          as 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").*

    13    Annual Report (Except for those portions specifically  incorporated by
          reference, the 2003 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. (Incorporated by reference in
          the Annual Report to Stockholders).

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

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


*filed herewith








                                       24

<PAGE>


EXHIBIT 10.1:  EXECUTIVE OFFICERS' ANNUAL BONUS PLAN


     A fiscal 2004 Executive Officers Incentive Bonus Plan has been established,
with  payments  to be made after the close of fiscal  2004.  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)  and/or the  achievement  of
certain  pre-determined  strategic  objectives.  Assuming achievement of minimum
target figures for Consolidated  Operating Profit and/or strategic objectives in
fiscal  2004,  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  strategic
objectives be met.























                                       25

<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 1, 2003 and March 2, 2002, and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows for each of the three  years in the  period  ended  March 1, 2003 and have
issued our report  thereon  dated  April 3, 2003;  such  consolidated  financial
statements  and report are included in your 2003 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 15. This consolidated  financial statement schedule
is the  responsibility  of the Company's  management.  Our  responsibility is to
express an opinion on the financial  statement  schedule based 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 4, 2003




                                       S-1









                                       26

<PAGE>
<TABLE>
<CAPTION>
                                                2001-2003

                             THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                          SCHEDULE VIII. VALUATION AND QUALIFYING ACCOUNTS
                                        (Amounts in thousands)

             Column A                   Column B           Column C           Column D       Column E
---------------------------------     ------------   ---------------------  ------------  -------------
                                        Balance      Charged 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 March 3, 2001:
------------------------
  Amortization of Sports,
   Entertainment and
   Proprietary Products                 $ 32,567      $ 1,898     $   --       $   --         $ 34,465
  Amortization of Other
   Intangible Assets                      10,744          720         --           --         $ 11,464
                                        --------      -------     --------     ---------      --------
                                        $ 43,311      $ 2,618     $   --       $   --         $ 45,929
                                        ========      =======     ========     =========      ========
   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 Adjustments      $  7,868      $ 3,989     $   --       $ (6,788)(b)   $  5,069
                                        ========      =======     ========     =========      ========
======================================================================================================

Year Ended March 2, 2002:
------------------------
  Amortization of Sports,
   Entertainment and
   Proprietary Products                 $ 34,465      $ 1,898     $   --       $   --         $ 36,363
  Amortization of Other
   Intangible Assets                      11,464          955         --           --         $ 12,419
                                        --------      -------     --------     ---------      --------
                                        $ 49,929      $ 2,853     $   --       $   --         $ 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 Adjustments      $  5,069      $ 2,461     $   --       $ (3,005)(b)   $  4,525
                                        ========      =======     ========     =========      ========
======================================================================================================

Year Ended March 1, 2003:
------------------------
  Amortization of Sports,
   Entertainment and
   Proprietary Products                 $ 36,363      $  --       $   --       $(36,363)(c)   $   --
  Amortization of Other
   Intangible Assets                      12,419        1,160         --         18,090 (c)   $ 31,669
                                        --------      -------     --------     ---------      --------
                                        $ 48,782      $ 1,160     $   --       $(18,273)      $ 31,669
                                        ========      =======     ========     =========      ========
   Allowance for Estimated
    Losses on Sales Returns             $ 15,875      $  --       $ 21,845     $(21,277)(a)   $ 16,443
                                        ========      =======     ========     =========      ========
   Allowance for Doubtful Accounts      $  1,234      $   456     $   --       $   ( 88)      $  1,602
                                        ========      =======     ========     =========      ========
   Inventory Valuation Adjustments      $  4,525      $ 3,298     $   --       $ (4,296)(b)   $  3,527
                                        ========      =======     ========     =========      ========
======================================================================================================

</TABLE>
(a)  Returns charged against provision, net of recoveries.

(b)  Disposals, net of recoveries.

(c)  Reclassified (to)/from goodwill accumulated amortization
     in accordance with FAS 142.



                                       S-2


                                       27
<PAGE>

                                                                Exhitbit 99.1



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




In connection with the Annual Report of The Topps Company,  Inc. (the "Company")
on Form 10-K for the period ended March 1, 2003 as filed with the Securities and
Exchange  Commission  on the date hereof (the  "Report"),  I, Arthur T.  Shorin,
Chairman,  Chief  Executive  Officer  and  President  of the  Company,  certify,
pursuant  to 18  U.S.C.  ss.  1350,  as  adopted  pursuant  to  ss.  906  of the
Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


                                        /s/ Arthur T. Shorin


                                            Arthur T. Shorin
                                        Chairman, Chief Executive
                                          Officer and President



May 30, 2003







                                       28

<PAGE>

                                                                Exhibit 99.2



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




In connection with the Annual Report of The Topps Company,  Inc. (the "Company")
on Form 10-K for the period ended March 1, 2003 as filed with the Securities and
Exchange  Commission on the date hereof (the "Report"),  I, Catherine K. Jessup,
Vice President and Chief Financial Officer of the Company,  certify, pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the  Sarbanes-Oxley Act of
2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


                                        /s/ Catherine K. Jessup


                                            Catherine K. Jessup
                                              Vice President -
                                          Chief Financial Officer


May 30, 2003




















                                       29