SecProbe.io

Mail Stop 3561

        August 1, 2007

Via Fax & U.S. Mail

Mr. Jack Friedman, Chief Executive Officer
Jakks Pacific, Inc.
22619 Pacific Coast Highway
Malibu, California 90265

Re: Jakks Pacific, Inc.
 Form 10-K for the year ended December 31, 2006
Filed March 16, 2007
 File No. 000-28104

Dear Mr. Friedman:

We have reviewed your filing solely for th e issues identified below 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 co mments are 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 inappropriate, 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 within ten (10) business days.

Mr. Jack Friedman
Jakks Pacific, Inc.
July 31, 2007 Page 2
Annual Report on Form 10-K for the year ended December 31, 2006

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 25
Critical Accounting Policies, page 25

1. We note that your critical accounting polic ies do not address specific estimates
management makes in relation to each po licy.  In accordance with the guidance in
FR-72 (Release 33-8350), please revise your discussion in future filings to identify the risks involved with critical  accounting policies,  analyzing to the
extent possible factors such as:
• How the company arrived at the specific estimate;
• How accurate the estimate/assumption has been in the past;
• Whether the estimate/assumption is reasona bly likely to change in the future;
and
• Evaluate the sensitivity to change  of critical accounting policies.

Notes to Consolidated Financial Statements, page 43
Note 20.  Litigation, page 59

2. We note that with respect to your preferre d return in the joint venture with THQ,
you recorded a receivable of $13.5 million for the six months ended December
31, 2006.  According to your disclosures, your  preferred return arrangement with
THQ was subject to change after June 30, 2006 and was to be reset for the period
July 1, 2006 to December 31, 2009 (Next Distribution Period).  However, since a new agreement had not been reached between you and THQ for the Next
Distribution Period, you estimated your pref erred return based on the same rates
set for under the original joint venture agr eement.  In this regard, please tell us
why you believe it is appropriate to r ecognize a receivable for the six months
ended December 31, 2006 using the rates set forth in the initial arrangement when your preferred return arrangement is subject to change and mo reover arbitration.
Please quantify for us the amount of the pref erred return relating to the six months
ended December 31, 2006 that has been rec ognized within your statements of
operations.  Further, we not e from your Form 10-Q for the quarter ended March
31, 2007 that you still had not reached an agreement with THQ and further, filed an action to compel arbitration; however , continued to recogn ized income from
the joint venture in the amount of $1.5 m illion.  Please provide us with the basis
for your accounting treatment as it is unc lear to us how you conclude that
realization of such amounts at Marc h 31, 2007 is probable in light of your
inability to successfully negotiate new terms for the Next Distribution Period and the time period that has transpired since the expiration of your initial agreement with THQ.

Mr. Jack Friedman
Jakks Pacific, Inc.
July 31, 2007 Page 3
Please tell us whether you have collected to date any payments from THQ relating
to the preferred return for the six months ended December 31, 2006.  Please
provide us with a status of your negotia tions and whether a new preferred return
agreement with THQ has been reache d.  We may have further comment upon
receipt of your response.

Form 8-K filed February 26, 2007

3. We note your presentation of non-GAAP  net income excluding stock-based
compensation and acquisition related amortization charges.  In future filings, please revise all non-GAAP measures to  conform to the requirements of
Regulation G, specifically, the reconciliati on and the narrative required by section
2.02 of Form 8-K.  Furthermore, the sta ff does not believe it is appropriate to
present a non-GAAP measure with greater  prominence than the equivalent GAAP
measure.  Revise all future filings to include your GAAP net income prior to discussing such other measures.

Form 10-Q for the quarter ended March 31, 2007

4. We note several news articles in Marc h 2007 regarding the voluntary recall of
battery packs associated w ith one of your products.  Please tell us why you did not
disclose information concerning the recal l in your March 31, 2007 Form 10-Q and
what impact the recall had on your results of operations with regards to warranty
claims and/or losses.  You should revise all future filings to discuss such issues to the extent any related costs or  losses are significant.

********

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes all information required under the
Securities Exchange Act of 1934 and that they  have provided all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating 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 comment s, 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;

Mr. Jack Friedman
Jakks Pacific, Inc.
July 31, 2007 Page 4

‚ 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.
You may contact Heather Clar k at 202-551-3624 or Jean Yu  at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please
contact me at 202-551-3813 w ith any other questions.

Sincerely,

Linda Cvrkel
Branch Chief