SecProbe.io

October 16 , 2012

Via E -Mail
Mr. Joel M. Bennett
Chief Financial Officer
JAKKS  Pacific, Inc.
22619 Pacific Coast Highway
Malibu, California 90265

Re: JAKKS  Pacific, Inc.
 Form 10-K for  the Year Ended December 31, 2011
Filed March 15, 2012
Form 10 -Q for the Quarter Ended June 30, 2012
Filed August 7, 2012
File No. 001 -35448

Dear Mr. Bennett :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please r espond to this letter within 10  business days by confirming that you will revise
your document in future filings (unless otherwise indicated)  and providing any  requested
information.   If you do not believe our comments apply to your facts and circumstances, please
tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Form 10 -K for the Year Ended December 31, 2011

Item 6. Selected Financial Data, page 23

1. Please revise to disclose cash dividends declared per common share.  See guidance in
Item 301 of Regulation S -K.

Mr. Joel M. Bennett
JAKKS  Pacific, Inc.
October 16 , 2012
Page 2

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

Liquidity and Capital Resources, page 35

2. Please revise to expand your liquidity discussion to cover the three -year period covered
by the financial statements, using year -to-year comparisons or any other format to
enhance the reader’s understanding.  Refer to Instruction 1 to paragraph 303(a) of
Regulation S -K.

3. We note from your disclosure in Note 12 that you have cumulative undistributed earnings
of non -U.S. subsidiaries that are considered to be permanently reinvested outside the U.S.
and for which additional tax expense may be incurred if th ese earnings are repatriated to
the U.S.  Please revise the liquidity section of MD&A to disclose the amount of cash and
short term investments held by foreign subsidiaries; a statement that you would need to
accrue and pay taxes if repatriated;  and a stat ement that you do not intend to repatriate the
funds , if true .

4. Please revise to disclose an estimate of your expected capital expenditures for the
upcoming fiscal year.

Notes to the Financial Statements

Note 12. Income Taxes, page 61

5. We note from the  reconciliation of the provision (benefit) for income taxes to the U.S.
federal statutory rate that the effect of differences in U.S. and foreign statutory rates is
1031.8% in 2011.  Please explain to us the reasons why the difference is so significant in
2011 relative to prior years.  Also, please tell us the nature of the “other” reconciling item
which is 46.2% for the year ended December 31, 2011.

6. We note your disclosure that you have cumulative undistributed earnings of non -US
subsidiaries for which U.S. taxes have not been provided and that these earnings are
intended to be permanently reinvested outside the US.  Please revise to disclose the
amount of the undistributed earnings of foreign subsidiaries.  See guidance in ASC 740 -
30-50.

Note 19. Selec ted Quarterly Financial Data (Unaudited), page 72

7. We note your quarterly income (loss) from operations includes significant fluctuations in
amounts between quarters, particularly during 2011.  Please revise to disclose the nature
of any unusual or infrequ ent items that impacted your quarterly results of operations for
the various periods presented. Refer to the requirement outlined in Item 302(a)(3) of
Regulation S -K.

Mr. Joel M. Bennett
JAKKS  Pacific, Inc.
October 16 , 2012
Page 3

 Schedule II – Valuation and Qualifying Accounts, page 75

8. We note during the year ended  December 31, 2011, reserves for sales returns and
allowances increased from $28.3 million to $43.4 million or 53%, and that you charged
approximately $68 million to the income statement, an increase of $15.5 million or
29.5% over the amount charged in the  prior year.  In accordance with Item 303(A)(3)(ii)
of Regulation S -K, you are required to de scribe  within MD&A  any known trends or
uncertainties that have had or that you reasonably expect will have a material favorable or
unfavorable impact on net sales or revenues or income from continuing operations .
Additionally,  events that will cause a material change in th e relationship between costs
and revenues  shall also be disclosed.   Given the significant increase during fiscal 2011,
please explain to us and revise MD&A to explain the nature and underlying business
reason(s) for the increase in the reserve at December 31, 2011 and the amount recognized
during the year and whether the trend is expected to continue.

Form 10 -Q for the Qtr Ended June 30, 2012

Note 16. Subsequent Events, page 19

9. We note your disclosure that on July 26, 2012 you completed the acquisition of Maui,
Inc. for $32 million cash plus contingent payments in an amount up to an additional $33
million.  Please tell us the acquisition date fair value of the total consideration  transferred,
including an explanation of how you determined the fair value of the contingent
consideration.  Also, please tell us how you allocated the total purchase price to the
acquired assets, liabilities and intangible assets.

We urge all persons  who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its manageme nt 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 responding to our comments, please provide  a written 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.

Mr. Joel M. Bennett
JAKKS  Pacific, Inc.
October 16 , 2012
Page 4

 You may contact  Claire Erlanger  at (202) 551 -3301  or Jean Yu  at (202) 5 51-3305  if you
have questions regarding comments on the financial statements and related matters.  You may
also contact me at (202) 551 -3813.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief