________________________________________________________________________________

                                  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 3, 2001

                                       OR

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

                         Commission file number 0-15817

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

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

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

     The aggregate market value of Common Stock held by non-affiliates as of May
25, 2001 was approximately $411,000,000.

     The number of  outstanding  shares of Common  Stock as of May 25,  2001 was
43,541,800.

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

Annual Report to Stockholders for the Year Ended March 3, 2001     I,II,IV
Proxy Statement for the 2001 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,  a
U.K.-based   marketer  of  licensed   collectibles,   primarily   sticker  album
collections.  While  continuing to market  products under the Merlin brand name,
Merlin  Publishing  International  Limited  changed its corporate  name to Topps
Europe Ltd.  ("Topps  Europe") in March 1997.  During fiscal 1996 and 1997,  the
Company established  subsidiaries in Canada,  Brazil and Argentina.  The Company
has also expanded its  distribution of  confectionery  products in the Far East,
particularly  Japan.  During  fiscal  2001,  the Company had  employees in seven
countries and distributed 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. Core products  include Ring
Pop (a lollipop  made of candy molded into the form of an  exaggerated  precious
gem stone,  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 now 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, Bowman, Bowman Chrome,  Bowman's
Best, Bowman Reserve,  Bubble Juice, Flip Pop, Garbage Pail Kids,  Jumpin' Jumbo
Push Pop, Klip Pop, Mars Attacks,  Merlin,  Popzoid,  Push Pop, Ring Pop, Topps,
Topps Chrome,  Topps Finest,  Topps Gallery,  Topps Gold Label,  Topps Heritage,
Topps Stadium Club,  Treasure Pop,  Triple Power Push Pop,  Twisted Ring Pop and
Wacky Packages.

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

<PAGE>

     The  Company  has been  marketing  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.

     The Company sells multiple  piece packs of Bazooka  which,  over the years,
have included a ten-piece pack of traditional  chunks,  five-piece packs of soft
chunks,  six-piece  packs of soft sugarless  bubble gum, as well as various box,
bag,  tub  and  canister   configurations.   These  packages  are  designed  for
distribution across all major trade channels.

     In  fiscal  2000  and  2001,  the  Company   marketed  a  line  of  Pokemon
confectionery  products including Pokemon Pops (premium lollipops with a Bazooka
gum center  sold with a Pokemon  sticker),  a  Pokeball  with a figure and candy
inside,  Pokemon Popzoids  (lollipops with collectible Pokemon character sticks)
and Pokemon  Treasure Pops (lollipops  with surprise  Pokemon toys hidden inside
the handle).  The Company sold Pokemon  confectionery  products primarily in the
U.S. and Canada in fiscal 2000 and throughout Europe in fiscal 2001.

     In late fiscal  2001,  the Company  also  introduced  Twisted Ring Pop (two
flavors of candy swirled  together in each pop)  domestically  and Jumpin' Jumbo
Push Pop (a spring-loaded version of Push Pop) domestically and in Europe. These
products will be rolled out across the U.S., Canada and Europe in fiscal 2002.

     In fiscal 2002, the Company plans to introduce several products,  including
cream-based  Twisted Ring Pops,  Jurassic Park Egg containers (plastic eggs with
dinosaurs and candy inside in conjunction  with the release of the Jurassic Park
III movie), Marvel Popzoids (lollipops with collectible Marvel character sticks)
and Klip Pops (pops that clip to a child's  backpack or belt).  The Company will
also re-launch Bubble Juice (candy-coated  bubble gum nuggets in miniature juice
containers). Finally, the upcoming fiscal year will feature the Company's launch
of some  seasonal  confectionery  products,  with the first  products  at retail
Christmas 2001,  followed by additional  products for Valentine's Day and Easter
2002.


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

     The Company is a leading marketer of collectible picture products featuring
players of Major League  Baseball,  the  National  Basketball  Association,  the
National  Football League,  the National Hockey League and certain  professional
soccer leagues.  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.

     Card products contain photographs of athletes and other features, including
summary  statistics,   biographical  material,  and,  occasionally,   shreds  of
memorabilia.  The Company markets sports picture cards in various size packages,
as well as complete sets, for distribution through a variety of trade channels.

<PAGE>

     The Company  distributes sports cards under brand names including,  but not
limited to, Topps,  Topps Stadium Club,  Topps Finest,  Topps  Gallery,  Bowman,
Bowman Chrome, Bowman's Best, Bowman Reserve, Topps Gold Label and Topps Chrome.
The  Company  attempts  to ensure  that each  brand of sports  cards has its own
unique positioning in the marketplace.

     2001 marks the 50th  anniversary  of Topps  marketing  baseball  cards.  In
conjunction  with this notable  anniversary,  the Company inserted vintage cards
from each of the last 50 years in its Topps Baseball 2001 products.  The Company
also  introduced  Topps  Heritage,  a retro brand with bubble gum in every pack,
which  addresses a perceived  consumer demand for  nostalgia-based  products and
capitalizes on Topps' heritage and history in the sports collectible industry.

     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,   and  small  pieces  of
memorabilia.  Prices  generally range from a suggested retail price of $0.99 per
pack to $7.00 per pack.  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 year,  increased  consumer  demand for autographs and
memorabilia has placed pressure on sports card margins.

     The Company is also in the process of  developing  etopps,  a trading  card
brand that will be sold  exclusively on the Internet.  A test launch in December
among a select audience was met with enthusiasm, and a full launch is planned to
occur  within  the 2001  baseball  season,  once all the  technology  issues are
resolved.

     Internationally,  the  Company  has sports  licenses  for the U.K.  Premier
League Soccer and England  National  Soccer teams as well as soccer  licenses in
Italy.  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 selective in
determining which entertainment licenses to pursue.

<PAGE>

     In fiscal 2000, through an agreement with Nintendo of America,  the Company
obtained  the rights to develop and market  products  including  trading  cards,
sticker album products and candy products,  featuring the highly popular Pokemon
characters.  The Company began distributing Pokemon cards in the U.S. and Canada
in August  1999 and  expanded  upon its  domestic  product  line and  introduced
product into Europe, Latin America and parts of Asia in fiscal 2001. The Company
published Pokemon sticker album collections in 21 countries and 17 languages. In
addition to Pokemon card products, the Company marketed three entertainment card
properties  (Star  Wars  3-D,  N'Sync  and  X-Men)  and  Digimon  sticker  album
properties in Fiscal 2001.

     In fiscal 2002,  the Company plans to release a limited  number of card and
sticker album products  featuring  licenses such as Marvel Legends  (inspired by
the Marvel  Super-Hero  Universe),  Planet of the Apes, Lord of the Rings,  Star
Wars and Monsters, Inc. from Disney-Pixar.

     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 3, 2001 (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., the Company's  internal  staff handles sales of  confectionery
products to national accounts. Confectionery sales to other channels are handled
by a nation-wide network of broker organizations.  Topps confectionery  products
reach  thousands of retail outlets  including  supermarkets,  drug,  convenience
stores, mass  merchandisers,  warehouse clubs, dollar stores and video and other
specialty  accounts.  The Company's  internal  staff also handles U.S.  sales of
sports and entertainment collectibles to approximately 4,000 hobby stores, hobby
distributors and category managers.

     In Canada, sales of trading cards and confectionery products are handled by
a direct sales force and four regional brokers.  Current  distribution in Canada
is to over 10,000 retail outlets.

     In the U.K.,  sales of both  confectionery  products and  collectibles  are
handled  by a  dedicated  sales  force  as well  as 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 the rest of Asia,  sales are  primarily
through distributors.

<PAGE>

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

     The  Company  utilizes  a  variety  of  marketing   activities,   including
television,  radio and print advertising  campaigns,  sweepstakes and promotions
designed to create consumer awareness and increase retail sales of its products.
Advertising  and marketing  expenses (which  encompass media spending,  slotting
allowances,  consumer  promotions  as well as player  autograph and relic costs)
included  in  selling,   general,   and  administrative   expenses  amounted  to
$18,974,000 in fiscal 1999, $25,219,000 in fiscal 2000 and $29,565,000 in fiscal
2001.

     Traditionally,  the Company has also relied on the popularity of its sports
and other licensed  products and the consumer  recognition of its brand names to
help promote its products.

     Approximately  80% of the  Company's  sales in  fiscal  2001 were made on a
returnable basis.  Industry practices require that the Company provide the right
to return on sales of trading card products (excluding those to hobby accounts),
on confectionery  products and on sales of most sticker album products overseas.
Returns significantly in excess of the Company's returns provisions could have a
material  adverse  effect on the Company.  Consolidated  return  provisions as a
percentage  of gross sales for the fiscal  years ended 1999,  2000 and 2001 were
8.3%, 8.5%, and 7.9%, respectively.



                                   PRODUCTION


     In  December  1996,  the  Company  discontinued  operations  at its Duryea,
Pennsylvania  manufacturing facility.  Concurrent with the Duryea plant closure,
Bazooka gum  manufacturing  was transferred to Hershey Foods Corporation and the
cutting,  collating and packaging of card products  previously  performed at the
Duryea facility were outsourced to several manufacturers in the U.S.


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

     Ring Pop lollipops for sale in the U.S. 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,  Flip  Pops,  Popzoids,
Treasure Pops and Triple Power Push Pops 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.

     The current  agreement  with Hershey  Foods  Corporation,  which is renewed
annually  for a five-year  term,  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.  Given the shortage of alternative  manufacturers for Bazooka gum,
failure by Hershey to supply the Company on a timely basis could have a material
adverse effect on product availability and therefore, on sales of Bazooka.

     Sweeteners, flavors, 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.  While  alternative  suppliers  are generally
available,  some adjustment in product  specification might be required if these
single sources were no longer available to the Company.

<PAGE>

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 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 state-of-the-art 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  album  production is  subcontracted  and  coordinated  by a single
supplier 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 supplier 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 the U.K. and with players and teams with
regard to soccer in Italy. The Company's  inability to renegotiate  successfully
its Major League  Baseball,  NFL Football,  or Premier League Soccer  agreements
upon expiration,  or the loss of any of these license  agreements,  could have a
material adverse effect on the Company.

<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 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 was due to
expire 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 in the near term could
have a material  adverse effect on the Company.  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  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 1999, 2000 and 2001
was $24,373,000, $43,403,000 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 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.


                                   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 competitive
new  products  and line  extensions  as well as  competitive  consumer and trade
support programs.

<PAGE>

                                   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 420 people in fiscal 2001.

     All of the  production  employees  at the  Company's  factory in  Scranton,
Pennsylvania are represented by a union. Although the union agreement was due to
expire in 2000,  union  membership voted recently to approve an extension of the
agreement to 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:

     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.

<PAGE>

     2. Contraction in Sports Card Industry.  Although the Company believes that
it stabilized in 1999 and 2000,  the sports card industry as a whole  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.  Declines in Sales of European  Sticker Album  Products.  Sales of Topps
Europe's  soccer sticker album  collections  have declined over the past several
years.  Further significant declines in sales of these products could materially
adversely affect the Company's future plans and results.

     4. 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 2001 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.

     5.  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.

     6. 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.

     7. 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.

     8. Internet.  The Company is making a significant investment in an Internet
strategy.  There is no guarantee  that the strategy will be  implemented  or, if
implemented,  that it will be  successful.  Failure to  implement  or failure to
achieve  expected  levels of  success  could  materially  adversely  affect  the
Company's future plans and results.

     9.  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.

     10. 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.

<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.


                        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 28, 2001 ("2001  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 49 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 54 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 46
                                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 64 years of age.

<PAGE>


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

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 47 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
                                45 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 52 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 44 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. Silver-
                                stein 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 39 years of age.

<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        60,000         Leased; 2003

Scranton, Pennsylvania          Manufacturing plant         41,000         Owned

Cork, Ireland                   Office                       8,000         Leased; 2005

New York, New York              Executive offices           60,000         Leased; 2010

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.


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.  Briefing has been completed but the Court has not yet
set a date to hear oral argument. If the Class Action were reinstated on appeal,
an adverse  outcome in the Class Action could  materially  adversely  affect the
Company's future plans and results.

<PAGE>


     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 Chase et. al. v. The
Upper Deck Company,  et. al. No. 830257-9 (the "California  Class Action").  The
California  Class Action  alleges that the Company and other  manufacturers  and
licensors of sports and entertainment  trading cards committed unlawful,  unfair
and fraudulent  business acts under the California Unfair Business Practices Act
(CUBPA)  and the  California  Consumer  Legal  Remedies  Act by the  practice of
selling  trading  cards  with  randomly-inserted  "insert"  cards  allegedly  in
violation of state and federal  anti-gambling  laws and state consumer laws. The
California  Class Action asserts three claims for relief and seeks  declaratory,
equitable and  injunctive  relief and  attorneys'  fees on behalf of a purported
nationwide  class  of  trading  card  purchasers.  Plaintiff  filed  an  amended
complaint on October 13, 2000, including an amendment to demand compensatory and
punitive  damages and  restitution.  On December 14, 2000,  plaintiff  moved for
summary  judgment  on one  of his  CUBPA  claims.  On  December  15,  2000,  all
defendants  filed a motion to dismiss  two of the claims for  failure to state a
claim upon which relief can be granted; a motion for summary judgment dismissing
the remaining  claim;  and a motion to strike all  allegations  of fraudulent or
deceptive  representations and all references to plaintiff's prayer for monetary
relief.  On March  29,  2001,  the  Court  issued a  tentative  ruling  granting
defendants'  motion for summary  judgment on the  grounds  that 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.  Thereafter,
the court issued a tentative ruling denying the motion for summary  adjudication
and demurrer and set a hearing for June 1, 2001 to hear  additional  argument on
the motion.  An adverse outcome in the California  Class Action could materially
adversely affect the Company's future plans and results.


     On March 16, 2001,  the MLBPA served upon the Company a notice of intention
to  arbitrate,  contending  that the Company has no valid license from the Major
League  baseball  players  authorizing it to manufacture  and sell trading cards
containing  game-used  items,  such as jerseys and bats.  The MLBPA alleges that
absent a specific  license from the Major League baseball  players,  the Company
should not be permitted to manufacture  and sell such trading  cards.  The MLBPA
seeks injunctive and declaratory  relief and an unspecified  monetary award. The
Company  believes that the Major League  baseball  players have authorized it to
manufacture and sell trading cards containing  memorabilia pursuant to the grant
of a  license  contained  in  the  standard  Baseball  Players  Picture  License
Agreement  ("BPPLA")  between  Topps and the  ballplayers.  On March  28,  2001,
pursuant to the arbitration clause of the BPPLA, the Company designated David G.
Ebert,  Esq. and the MLBPA designated  Steven Fehr as their respective  partisan
arbitrators.  Messrs.  Ebert and Fehr have selected  Frank H. Wohl,  Esq. as the
neutral arbitrator. The parties have exchanged requests for documents. Discovery
is proceeding. No hearing date has been set.


     In November  2000,  the  Commission  of the European  Communities  began an
investigation into whether Topps Europe Limited's distribution  arrangements for
its  licensed  products  comply with  European  law. The  Commission  is seeking
information  as to whether Topps Europe Limited 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  Limited  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.

<PAGE>


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


         None




<PAGE>


                                     PART II


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

     Reference  is made to the data  appearing  on page 30 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 31 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 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 28 and to
the Report of Independent Public Accountants appearing on page 29 of the Annual
Report which are hereby incorporated by reference.


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


     None.


<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 2001 Proxy
Statement and is hereby incorporated by reference.


ITEM 11. EXECUTIVE COMPENSATION

     Information  required by this item appears in the 2001 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 2001 Proxy  Statement and
is hereby incorporated by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information required by this item appears in the 2001 Proxy Statement
and is hereby incorporated by reference.


<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 20.



(3)      Listing of Exhibits

         See index on pages 20-22.



(b)      Reports on Form 8-K

         None

<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 22, 2001                    THE TOPPS COMPANY, INC.
                                        ------------------------
                                                Registrant


                                        ________________________
                                             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 22nd day of May 2001 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 M. Mauer/
   -------------------------                 ---------------------------
        Allan A. Feder                              David M. 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


                                                   /Stanley Tulchin/
                                             ---------------------------
                                                    Stanley Tulchin
                                                        Director

<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 27, 1999,  February
     26, 2000 and March 3, 2001.

          Consolidated Balance Sheets -- February 26, 2000 and March 3, 2001.

          Consolidated  Statements of Cash Flows -- February 27, 1999,  February
     26, 2000 and March 3, 2001.

          Consolidated  Statements of Stockholders' Equity -- February 27, 1999,
     February 26, 2000 and March 3, 2001.

              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 27, 1999, February 26, 2000 and March 3, 2001..... 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.

<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).

     4.1  Rights  Agreement,  dated as of December 3, 1991,  with  Manufacturers
          Hanover Trust Company,  as rights agent  (Incorporated by reference to
          Exhibit  4.1 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).

<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).

    10.13 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, 1997).

    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 10-Q 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).

<PAGE>

Index to Exhibits (continued)

    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).

    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).*


     13   Annual Report (Except for those portions specifically  incorporated by
          reference, the 2001 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


<PAGE>


EXHIBIT 10.1:  EXECUTIVE OFFICERS' ANNUAL BONUS PLAN


     A fiscal 2002 Executive Officers Incentive Bonus Plan has been established,
with the payments to be made after the close of fiscal 2002.  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). Assuming that target figures of
Consolidated  Operating  Profit are  achieved  in fiscal  2002,  each  Executive
Officer will be eligible to receive between 40% and 60% of their base salary.


<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                  ON CONSOLIDATED FINANCIAL STATEMENT SCHEDULE




The Topps Company, Inc. :


     We have audited the consolidated balance sheets of The Topps Company,  Inc.
and  Subsidiaries  as of March 3, 2001 and February  26,  2000,  and the related
consolidated  statements of operations,  stockholders' equity and cash flows for
each of the three  years in the period  ended  March 3, 2001 and have issued our
report thereon dated April 4, 2001; such consolidated  financial  statements and
report  are  included  in  your  2001  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 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
New York, New York
April 4, 2001



                                       S-1



<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 at  Charged to   Charged                    Balance
                                        Beginning   Costs and    Against    Additions       At End
            Description                 Of Period    Expenses    Sales     (Deductions)    of Period
            -----------                 ---------   ----------   -------    ----------     ---------
<S>                                     <C>         <C>         <C>         <C>            <C>
Year Ended February 28, 1999:
  Amortization of Sports,
    Entertainment and Proprietary
    Products ......................     $28,773     $ 1,898        --            --        $30,671
  Amortization of Other Intangible
    Assets ........................     $ 9,302     $   721        --            --        $10,023
                                        -------     -------     -------     ---------      -------
                                        $38,075     $ 2,618        --            --        $40,693
                                        =======     =======     =======     =========      =======
  Allowance for Estimated Losses
    on Sales Returns ..............     $19,258        --       $21,518     $ (28,147)(a)  $12,629
                                        =======     =======     =======     =========      =======
  Allowance for Doubtful Accounts .     $ 1,161     $   424        --       $    (448)     $ 1,137
                                                    =======     =======     =========      =======
  Inventory Valuation Adjustment ..     $ 7,950     $ 2,656        --       $  (5,309)(b)  $ 5,297
                                        =======     =======     =======     =========      =======
</TABLE>
<TABLE>
<CAPTION>
==================================================================================================
<S>                                     <C>         <C>         <C>         <C>            <C>

Year Ended Febrary 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 Loses
    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
                                        =======     =======     =======     =========      =======
</TABLE>
<TABLE>
<CAPTION>
==================================================================================================
<S>                                     <C>         <C>         <C>          <C>           <C>
Year Ended March 03, 2001:
  Amortization of Sports,
    Entertainment and Proprietary
    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        --       $36,716     $ (37,343)(a)  $22,994
                                        =======     =======     =======     =========      =======
  Allowance for Doubtful Accounts .     $ 1,415     $   494        --       $    (291)     $ 1,618
                                        =======     =======     =======     =========      =======
  Inventory Valuation Adjustment ..     $ 7,868     $ 3,989        --       $  (6,788)(b)  $ 5,069
                                        =======     =======     =======     =========      =======
==================================================================================================
</TABLE>

a) Returns charged against provision, net of recoveries
b) Disposals, net of recoveries


                                      S-2