SecProbe.io

Mail Stop 3561         June 29, 2009  Via Fax & U.S. Mail

 Mr. Jack Friedman Chief Executive Officer  JAKKS Pacific Inc. 22619 Pacific Coast Highway Malibu, CA 90265
Re: Jakks Pacific, Inc.  Form 10-K for the year ended December 31, 2008
Filed March 2, 2009
 File No. 0-28104

Dear Mr. Friedman:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revise  your 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 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.  After reviewi ng 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 ou r 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 inappropria te, advise the staff of  your reason.  Your
response should be submitted in electronic fo rm, under the label “corresp” with a copy to
the staff.  Please respond w ithin ten (10) business days.

Mr. Jack Friedman
JAKKS Pacific Inc. June 29, 2009 Page 2

Form 10-K for the year ended December 31, 2008

World Wrestling Entertainment Video Games, page 7
1. We note from your disclosure that the joint venture form ed with THQ entered into
a license agreem
ent with the WWE under which it acquired the exclusive
worldwide right to publish WWE video ga mes on all hardware platforms.  The
term of the license agreement expires on December 31, 2009 and the joint venture
has a right to renew the license for an a dditional five years pr ovided that there is
an absence of a material br each of the license agreement… ”  Considering  that the
WWE has filed several lawsuits against you, THQ and the joint venture declaring,
among other things, that the video game license with the joint venture and an amendment to your toy licenses with WWE  are void and unenforceable, please
revise your MD&A in future filings to quantify the potentially adverse
consequence to your business, future st atement of position, future results of
operations and future cash flows if the joint venture is not able to renew the
license agreement with the WWE.  As part  of your response, please provide us
with your proposed future disclosure.
 Part I, page 2

 Item 1A.  Risk Factors, page 11

2. In future filings, please remove the referen ces in your first paragraph that the risk
factors listed in your annual report on For
m 10-K are “illustrative” of the risks
and uncertainties that may arise or revise to clarify that you have discussed all
known material risks.
 Quarterly Fluctuations and Seasonality, page 33

3. Reference is made to your disclosure  on page 33 where we note significant
variab
ility in income (loss) from operat ions, income before income taxes and net
income between the first quarter of 2008 and fourth quarter of 2008, and the
comparable prior first quarter of 2007 a nd fourth quarter of 2007, respectively.  In
this regard, please provide us with (i ) the nature of ite ms and amounts that
contributed to the aforementioned significant variability in the first quarter of 2008 and fourth quarter of 2008 when comp ared to the first quarter of 2007 and
fourth quarter of 2007, respectively and (ii)  the reasons why  income (loss) from
operations, income before income taxes and net income compared to the respective net sales for the first quarte r of 2008 and fourth quarter of 2008 is
disproportionately different when compared  to the comparable prior quarters of
2007.

Mr. Jack Friedman
JAKKS Pacific Inc. June 29, 2009 Page 3

Part III, page 64

 Elements of Executive Compensation, page 67

4. We note the disclosure on page 67 th at the Compensation Committee has
“negative discretion” to adjust perfor mance results used to determine annual
incentive and the vesting schedule of l ong-term incentive awards.  In future
filings, please describe the negative di scretion that the Compensation Committee
may use to adjust the performance results in determining levels of compensation.
 Annual Cash Incentive Compensation, page 67

5. In future filings, please disclose all pe rform ance targets, including the targeted
level of your adjusted earnings per share for your annual cash incentive
compensation and the share growth target s for acceleration of  the vesting period
of restricted stock awards, which must  be achieved in order for your executive
officers to earn their incentive compen sation.  To the extent you believe that
disclosure of the targets is not require d because it would result in competitive
harm such that the targets could be exclude d under Instruction 4 to Item 402(b) of
Regulation S-K, please provide us with  a detailed explanation for such
conclusion.  Please also note that to the extent that you have an appropriate basis
for omitting the specific targets, you must  discuss how difficult it would be for the
named executive officers or how likely it will be for you to achieve the
undisclosed target levels or other factors.  Ge neral statements regarding the level
of difficulty, or ease, associated w ith achieving performance goals either
corporately or individually  are not sufficient.

Management Discussion and Analysis

6. We note that you have recently experienced declines in the trading v alue of your
outstanding common shares, which has resulted in the Company’s market
capitalization being significantly less than the Co mpany’s recorded book value of
its net assets.  We also note that your book value at December 31, 2008 and
March 31, 2009 include a significant amount  of goodwill and intangible assets.
Given the significant disparity between your market capitalization and your book
value at December 31, 2008 and March 31, 2009, respectively, please expand MD&A in future filings to explai n the facts and circumstances which
management believes are responsible for the significant disparity between your market capitalization and the book value of your equity.  Also, please disclose in

Mr. Jack Friedman
JAKKS Pacific Inc. June 29, 2009 Page 4

future filings how the aforementione d was considered in your goodwill and
intangible assets impairment analysis.  As  part of your response, please provide us
with your proposed future disclosure.

Consolidated Balance Sheets and Income Statements

 Note 4-Joint Venture, and

 Form 10-Q for the period ended March 31, 2009

 Note 10- Joint Venture

7. We note that in regards to your preferred return in the joint venture with THQ,
you recorded a receivab
le of $52.8 million for the period from July 1, 2006 to
December 31, 2008 and $56.2 million for the period from July 1, 2006 to March
31, 2009 based on the same rates set fort h under the original joint venture
agreement.  In this regard, please tell us why you believe it is appropriate to recognize income using the ra tes set forth in the initial arrangement when your
preferred return arrangement is subject to renegotiation, particularly when THQ seeks to pay a substantially lower rate than in the past.  Supplementally, advise us of the amounts of the receivable and income  that are subject to arbitration as of
December 31, 2008 and for the quarter ended March 31, 2009, and provide us with your basis for the accounting treatment used as it is unclear to us how you
conclude that realization of  such amounts is probable in light of THQ’s position.
As part of your response, specifically  cite what amounts would have been
recognized should THQ’s position prevail.  Also, cite what consideration might
be given by the arbitrator to the curre nt unfavorable economic conditions as
compared to those that existed prior to the renewal period.  We may have further
comment upon reviewing your response.
8. Reference is made to the joint venture with THQ.  In this regard, please tell us if this joint venture is  a variable in terest entity as defi ned by FIN 46(R), supported
with your basis for your conclu sion.  If this joint ventur e with THQ is a variable
interest entity, please provide  us with and revise future  f
ilings to include in your
notes to your financial statements the disclosures outlined in Appendix C of FSP No.  FAS 140-4 and FIN 46(R)-8, with rega rds to this ownership interests in a
variable interest entity.

Mr. Jack Friedman
JAKKS Pacific Inc. June 29, 2009 Page 5

Item 9A. Controls and Procedures

Evaluation of Disclosure Cont rols and Procedures, page 62

9. We note from your disclosure that you have concluded that as of the end of the
period covered by this Annua l Report, your disclosure controls and procedures
were adequate and effective to ensure th at information required to be disclosed by
you in the reports you file or subm it with the Securities and Exchange
Commission is recorded, processed, summarized and reported within the time
periods specified in the Securities and Ex change Commission’s rules and forms.
In future 10-Ks and 10-Qs, please revi se the conclusion of your principle
executive and financial officers regardi ng the effectiveness of your disclosure
controls and procedures to encompass the entire definition of disclosure controls
and procedures in Exchange Act Rules 13a-15(e) and 15d-15(e), or simply state, if true, that such officers concluded that  your disclosure controls and procedures
were effective as of the end of the peri od covered by the report. Refer to Item 307
of Regulation S-K.
 Form 10-Q for the quarterly period ended March 31, 2009

 Financial Statements

Note 1 – Basis of Presentation, page 5

10. We note from your disclosure that e ffective January 1, 2009, you changed the
deprecation m
ethodology for molds and t ools used in the manufacturing of
products from a straight-line basis to a usage ba sis.  In this regar d, please tell us if
this change in accounting principle was made retrospectively as prescribed by
paragraph 15 of SFAS No. 154.  Also, please provide us with and revise the notes
to your financial statements to include the disclosures outlined in paragraph 17 of
SFAS 154 or tell us why you believe these disclosures are not required.

Note 16 – Litigation, page 15 and 16

11. We note from your disclosure that WWE  fil ed several lawsuits against the
Company and your joint venture with THQ.   In the “WWE Action” as described
in your disclosure on page 18 of Form 10-K for the fiscal year ended December

Mr. Jack Friedman
JAKKS Pacific Inc. June 29, 2009 Page 6

31, 2008, it appears that among other things , WWE  is declaring that the video
game license with the joint venture and an amendment to your toy licenses with
WWE are void and unenforceable.  In th e “JV action,” WWE seeks, among other
things, a declaration that WWE is entitled to terminate the video game license in
connection with sales of WWE video games in Japan and other countries in Asia
and monetary damages.  Considering th e significant impact that these business
relationships with the WWE have on your re sults of operations, please revise your
MD&A in future filings to quantify th e potentially adverse consequence to your
business, future statement of position, futu re results of operations and future cash
flows if WWE prevails in each of its claims against you, THQ and the joint
venture with THQ.  Also, as it relates to the aforementioned, please separately
disclose the potentially adve rse consequence to your futu re statement of position,
future results of operations and cash fl ows if you are require d to indemnify THQ
and Mr. Farrell in the event that WWE pr evails on any of its claims against THQ
and Mr. Farrell.  As part of your response, please provide us with your proposed future disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 Results of Operations, page 19

12. We from your disclosure that the decrease  in net sales for th e Traditional Toys
segm
ent in the first quarter of 2009 as co mpared to the first quarter of 2008 was
primarily due to lower sales of several products and / or bra nds (see page 20 for
the list of products and brands).  In th is regard, please quan tify each material
factor (i.e. such as price change and / or volume changes) at tributable to each
product or brand, and discus s and quantify separately the effect on operations
attributable to each material factor causi ng the aggregate change in net sales from
period to period.  Also, discuss the nature of or reason for the change in each
material factor associated with the period-over-period change separately for each product or brand.  Your cost of sales an alysis for the Traditional Toys segment
should also be revised accordingly to di scuss for example the reason or factors
that caused your product mix to change, causing more sales of higher cost

Mr. Jack Friedman
JAKKS Pacific Inc. June 29, 2009 Page 7

products, which decreased your 2009 gro ss margins.  You should not only
identify that you experienced more sales of  higher product cost items, but should
also analyze the reason underlying this peri od-over-period change in product mix.
The analysis should reveal underlying mate rial causes of the matters described
and any future impact on operating resu lts.  A thorough analysis involves
discussing both
the intermediate effects of thos e material factors and the reason
underlying those intermediate effects associ ated with the material causes for the
change from period to period.  You s hould provide enough information in your
analysis to enable investors to see the company through the eyes of management.
Please consider the above comment for a ll your disclosures in your results of
operation section within MD&A.  See It em 303 of Regulation S-K and FR-72 for
guidance.

Other
13. We urge all persons who are responsible for the accuracy and adequacy of the
disclosu
re in the filing to be certain that the filing includes all information
required under the Securitie s 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 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 disclosu re 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. Jack Friedman
JAKKS Pacific Inc. June 29, 2009 Page 8

You may contact Effie Simpson at (202) 551-3346, or Jeff Jaramillo at (202) 551-
3212 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

Via Facsimile: Mr. Joel M. Bennett, CFO   (310) 455-6352