SecProbe.io

Mail Stop 3561
        October 2, 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 response letter  dated September 22, 2006 and have the
following comments.  Unless otherwise indi cated, we think you should revise 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 revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, 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

Notes to the Financial Statements

Note 2. Summary of Significant Accounting Policies – Stock Option Plans, page 48

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

1. We note from your response to our prior comment 3 that the option repricings
took place in October 2000 and you currently  use the variable method to account
for these options.  Please revise your disc losure in future filings to clarify the
nature of these option repricings a nd the amount of compensation expense
recognized based on accounting for the options using the variable method.

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

2. We note from your response to our prio r comment 7 that the 396,000 shares of
restricted stock were earned during 2004.  Please tell us when these shares of
stock were considered outstanding fo r purposes of basic earnings per share
calculations and tell us where the shar es are included in the column on the
statements of stockholders ’ equity titled “common st ock, number of shares.”

Other

3. As previously requested, 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 a ny action with respect to the filing;
and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advised that the Di vision of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our
review of your filing or in response to our comments on your filing.

********

Mr. Joel M. Bennett
JAKKS Pacific, Inc.
October 2, 2006 Page 3

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

Sincerely,

Linda Cvrkel
Branch Chief