SecProbe.io

Mail Stop 3561
        August 30, 2006

Via Fax & U.S. Mail

Mr. Joel M. Bennett
Executive Vice President and Chief Financial Officer
22619 Pacific Coast Highway
Malibu, California 90265

Re: JAKKS Pacific, Inc.
 Form 10-K for the year ended December 31, 2005
Filed March 16, 2006
 File No. 000-28104

Dear Mr. Bennett:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 31, 2005

Item 6. Selected Financial Data, page 26

1. Please revise future filings to either disclose or cross-reference to a discussion thereof, any factors that materially aff ect the comparability of the information
provided in your Selected Financial Data . Such items may include, but not be

Mr. Joel M. Bennett
JAKKS Pacific, Inc.
August 30, 2006 Page 2

limited to, business acquisitions or disp ositions, accounting changes or other
significant or unusual items which may be helpful to an investor’s understanding
of the selected financial data.  Refe r to the requirements of Item 301 of
Regulation S-K.

Consolidated Financial Statements

Consolidated Statements of Income, page 41

2. We note that you have netted interest income and interest expense on the face of
your consolidated statements of income.  In light of your disclosure on page 30 of your MD&A, which indicates th at interest expense is ma terial, please revise your
presentation in future filings to present interest income and interest expense on separate line items.  See Rule 5-03(b)(7-9) of Regulation S-X.

Notes to the Financial Statements

Note 2.  Summary of Significant Accounting Policies

– Stock Option Plans, page 48

3. We note your disclosure that certain op tions have been repriced resulting in
compensation adjustments, which have been reflected in net income.  Please provide us with the nature and details of any option repricings and resulting
compensation adjustments that occurred during the three years ended December 31, 2005.

Note 14. Common Stock, Preferred Stock and Warrants, page 61

4. We note that during 2004 and 2005 shares of restricted stock were issued to
certain executives and directors.  Please te ll us and disclose in future filings the
nature of the vesting pr ovisions of the stock, a nd your method of recording
compensation expense and deferred compensation.  Also, for the shares of restricted stock that were issued during 2004 and 2005, please explain to us why the total value of the shares was expens ed during the same year the shares of
restricted stock were issued.  Also, please te ll us the number of shares of restricted
stock that have been issued but have  not vested as of December 31, 2005 and
explain to us how you have considered th ese unvested shares  in your basic and
diluted earnings per share calculation.

Mr. Joel M. Bennett
JAKKS Pacific, Inc.
August 30, 2006 Page 3

5. Please explain to us the nature of the $5.3 million increase to APIC and charge to
stock compensation expense during fiscal 2004 which is presented on the statements of stockholders ’ equity as “compensation for fully vested stock
options.”  Similarly, explain the $1.7 milli on decrease to APIC and reduction to
stock compensation expense during fiscal 2005.

6. We note that during 2005 you issued 566,546 shares of common stock for $4.9 million of cash and restricted stock.  Please explain to us when the 101,002 shares of restricted stock were issued, how you de termined or calculat ed their value of
$1.7 million, and how you accounted for the exchange of 101,002 shares for 215,982 shares.

7. We note that during 2003, you awarded 2,760, 000 shares of restricted stock to
certain executives, of which 396,000 were earned during 2004.  Please explain to
us how you have accounted for the 396,000 shares in 2004 including how you
valued the shares and how they have been accounted for in the statement of stockholders’ equity.

Note 20 – Litigation, page 64

8. Please revise to disclose, in plain English, the nature of the WWE’s claims against you.

Item 15. Exhibits, page 82

9. Your exhibit index does not include refe rence to material contracts such as
acquisition, financing, licensing, or joint venture agreemen ts.  Please revise to
reference to all material contracts as required by Item 15(b) of Form 10-K and
Item 601(b)(10) of Regulation S-K.

Form 10-Q for the quarter ended March 31, 2006

Balance Sheets

10. We note that your investment in the THQ video game joint venture has decreased
from $10.4 million as of December 31, 2005 to $3.2 million as of March 31, 2006.  Please explain to us the na ture of this decrease.

Mr. Joel M. Bennett
JAKKS Pacific, Inc.
August 30, 2006 Page 4

Management’s Discussion and Analysis
– Results of Operations

11. Please revise to discuss and analyze results of operations by the operating
segments disclosed in note 3 to the financial statements.  For example, please discuss and analyze net sales and cost of sales (rather than margins) separately for each segment.  Because margins are impacted by both net sales and cost of sales, we believe a separate discussion of co st of sales results is appropriate.

12. Please consider the use of tables wh en quantifying change s, with narrative
discussions following the tables to explai n the underlying business reasons for the
changes.

13. For revenues, please quantify factors such as price, mix, and volume changes.

14. Please expand your discussion of cost of sales and selling, general, and administrative expenses to quantify and discuss the significant cost components within these broad categories, such as licensing fees, product costs, product development costs, marketing costs, depr eciation and amortization, and any other
significant components that would enab le readers to understand your business
better.  For example, you st ate that gross profit wa s affected by lower product
costs and tool and mold amortization, offs et in part by an increase in royalty
expense, but you do not quantify these cha nges or provide the actual cost figures
necessary to put these cha nges in proper context.

Form 10-Q for the quarter ended June 30, 2006

Note 8. Common Stock and Preferred Stock, page 10

15. We note that in January 2006 you issued  268,660 shares of restricted common
stock which vest in January 2007 and 2008 and are valued at approximately $5.6
million.  Please tell us how you have accounted for these shares as of March 31, 2006 and June 30, 2006.  Include in your re sponse the nature of the $5.3 million
deferred compensation recorded as part of stockholders equity during the three
months ended March 31, 2006 and explain why this amount is no longer recorded as of June 30, 2006.

Mr. Joel M. Bennett
JAKKS Pacific, Inc.
August 30, 2006 Page 5

Note 9. Business Combinations, page 10

16. We note that the amounts allocated to intangible assets and goodwill in the
Creative Designs acquisition have changed from that reported in the Form 10-Q
for the quarter ended March 31, 2006.  In future filings, to the extent the allocation amounts change significantly, please disclose the amount of the adjustments.  See paragraph 51 of SFAS No. 141.

Management’s Discussion and Analysis
– General

17. We note that in connection with the joint venture with THQ, no agreement has been reached for the preferred return for the period July 1, 2006 to December 31, 2009. Please revise MD&A in future filings to discuss the existence of this uncertainty and explain how it may effect  your financial position and statements
of operations in the future.
********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Joel M. Bennett
JAKKS Pacific, Inc.
August 30, 2006 Page 6

 You may contact Claire Erlanger at (202) 551-3301 or  Lyn Shenk at (202) 551-
3380 if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief