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      Unassociated Document

    [JAKKS
      Letterhead]

    September
      22, 2006

    VIA
      FAX (202-772-9202)

    AND
      FEDERAL EXPRESS

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

    Attention:
      Ms. Claire Erlanger

            Re:

              JAKKS
                Pacific, Inc. and its Subsidiaries (collectively, the
                "Company")

                Form
                  10-K for the year ended December 31, 2005, Filed March 16,
                  2006

                  Form
                    10-Q for the quarter ended March 31, 2006, Filed May 2,
                    2006

                    Form
                      10-Q for the quarter ended June 30, 2006, Filed August 7,
                      2006

    Dear
      Ms.
      Erlanger:

    This
      letter shall serve to respond to the questions and comments contained in the
      Commission's letter to the Company dated August 30, 2006 regarding its review
      of
      the above-referenced Forms 10-K and 10-Q.

    We
      have
      prepared our responses in the order contained in the Commission's
      letter.

    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 affect the comparability of the information
      provided in your Selected Financial Data. Such items may include, but not be
      limited to, business acquisitions or dispositions, accounting changes or other
      significant or unusual items which may be helpful to an investor’s understanding
      of the selected financial data. Refer to the requirements of Item 301 of
      Regulation S-K.

    We
      will,
      in our future applicable filings, either disclose or cross-reference to a
      discussion thereof, any factors that materially affect the comparability of
      the
      information provided in our Selected Financial Data, which may include, but
      will
      not be limited to, business acquisitions or dispositions, accounting changes
      or
      other significant or unusual items which may be helpful to an investor’s
      understanding of the Selected Financial Data.

    Consolidated
      Financial Statements

    Consolidated
      Statements of Income, page 41

    2.    We
      note that you have netted interest income and interest expense on the fact
      of
      your consolidated statements of income. In light of your disclosure on page
      30
      of your MD&A, which indicates that interest expense is material, 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.

    We
      will
      include in our future applicable filings the presentation of interest income
      and
      interest expense on separate line items.

    Notes
      to the Financial Statements

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

    3.    We
      note your disclosure that certain options 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.

    On
      October 30, 2000, our Board of Directors resolved that (i) each of the options
      to purchase 1,846,194 shares of our common stock that were outstanding as of
      such date (the “Options”) be amended to reset their exercise price to $7.875;
      and (ii) the number of shares to be issued upon the exercise price of the
      Options be decreased pro rata; provided, that neither of the foregoing changes
      would occur unless the holder of an Option consented to such changes. In total,
      the holders of Options to purchase 1,717,324 shares (or 93.0% of the total
      number of Options) participated in such repricing, so that the total number
      of
      shares underlying the Options was reduced from 1,717,324 shares to 1,384,609
      shares. As a result, effective as of October 30, 2000, we began to account
      for
      any repriced Options using the variable method pursuant to APB 25 and FIN 44,
      which resulted in charges or credit to compensation expense based on
      fluctuations in the market price of our common stock for the three years in
      the
      period ended December 31, 2005, as follows:

            2003

            $

              6,292

            2004

            $

              5,364,540

            2005

            $

              (1,706,287

            )

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

    4.    (i)    We
      note that during 2004 and 2005 shares of restricted stock were issued to certain
      executives and directors. Please tell us and disclose in future filings the
      nature of the vesting provisions of the stock, and your method of recording
      compensation expense and deferred compensation.

    We
      will
      disclose in all future applicable filings the nature of the vesting provisions
      of our restricted stock and our method of recording compensation expense and
      deferred compensation. The following would be an example of such disclosure
      for
      2004 and 2005:

    Executive
      Officers -

    In
      accordance with their respective Employment Agreements, Jack Friedman and
      Stephen Berman were each granted the
      right
      to be issued an aggregate of 1,080,000 shares of restricted stock. The first
      tranche of restricted stock (240,000 shares for each of Messrs. Friedman and
      Berman), was granted at the time the agreements became effective in 2003, and
      120,000 shares were granted to each of them on each of January 1, 2004 and
      2005. No
      other
      executive officers were issued any shares of restricted stock in 2004 and 2005.

    In
      the
      subsequent years of their respective employment terms, Messrs. Friedman and
      Berman will each receive 120,000 shares of restricted stock.

    The
      vesting of each tranche of restricted stock is subject to our achieving pre-tax
      income in excess of $2,000,000 in the fiscal year that the grant is made (which
      we achieved in each of 2004 and 2005). Each tranche of restricted stock granted
      or to be granted from January 1, 2004 through January 1, 2008 is
      subject to a two-year vesting period, which may be accelerated to one year
      if we
      achieve certain earnings per share growth targets (which we achieved in 2004
      and
      2005). Each tranche of restricted stock to be granted thereafter through
      January 1, 2010, is subject to a one-year vesting period.

    Directors
      -

    In
      accordance with the terms of our 2002 Incentive Equity Plan, our non-employee
      directors were issued on each of January 1, 2004 and 2005, 1,000 shares of
      our
      restricted stock, which shares vested on the one-year anniversary of their
      date
      of grant (subject to the director in question still serving in such capacity
      as
      of such one-year anniversary).

    Method
      of
      Recording Compensation Expense and Deferred Compensation -

    Upon
      granting of the restricted stock, all weighted shares of restricted stock are
      included in our basic and diluted earning per share calculation. At the grant
      date, restricted stock is booked as Deferred Compensation and the offset is
      booked to Common Stock and Additional Paid-In Capital. Throughout the year,
      the
      Deferred Compensation is reduced with an offset to restricted stock expense.
      Effective with the implementation of FAS123R, any balance in the Deferred
      Compensation account is netted against Additional Paid-In Capital.

    For
      example, on January 1, 2005, Messrs. Friedman and Berman were each granted
      120,000 shares of restricted stock, of which 60,000 shares vested on January
      1,
      2006 and 60,000 shares are scheduled to vest on January 1, 2007. The following
      is the accounting that took place:

    Debit
Deferred
      Compensation

    Credit    Common
      Stock

    Credit    Additional
      Paid In Capital

    The
      restricted stock expense for each of Messrs. Friedman and Berman was recognized
      as follows:

    Debit
Restricted
      Stock Expense

    Credit    Deferred
      Compensation

    (ii)    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 expensed during the same
      year the shares of restricted stock were issued.

    Restricted
      stock issued during 2004 and 2005 was fully expensed during the same year the
      shares of restricted stock were issued because of the accelerated vesting
      resulting from the percentage growth of our earnings per share (as described
      in
      (i), above).

    (iii)    Also,
      please tell 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 these unvested shares in your basic and diluted earnings per share
      calculation.

    As
      of
      December 31, 2005, all shares of restricted stock that had been issued were
      fully vested and included in both our basic and diluted earning per share
      calculation.

    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 represented on the
      statements of stockholders’ equity as “compensation for fully vested stock
      options.” Similarly, explain the $1.7 million decrease to APIC and reduction to
      stock compensation expense during fiscal 2005.

    Please
      refer to our response to comment #3. The fluctuation in our stock price gave
      rise to the following journal entries:

    Year
      2004:    Debit    Compensation
      for fully vested options

              Credit    Additional
      Paid-In Capital

    Year
      2005:    Debit    Additional
      Paid-In Capital

              Credit    Compensation
      for fully vested options

    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 determined or calculated
      their value of $1.7 million, and how you accounted for the exchange of 101,002
      shares for 215,982 shares.

    On
      September 13, 2005, each of Messrs. Friedman and Berman exercised an option
      to
      purchase 107,991 shares of our common stock (or 215,982 shares in the aggregate)
      and, in accordance with the terms of our 1995 Employee Stock Option Plan, as
      amended and restated, each paid the $850,430 exercise price therefor through
      the
      surrender of 50,501 of common stock (or 101,002 shares in the aggregate), based
      upon the closing price of our common stock on September 13, 2005 of $16.84.
      The
      101,002 surrendered shares were charged to Treasury Stock. The 101,002 shares
      of
      restricted stock were initially issued as of January 1, 2004. Simultaneously,
      the 215,982 shares issued pursuant to the option exercise were accounted for
      as
      increases to Common Stock and APIC. Upon the retirement of the surrendered
      101,002 shares, Common Stock and APIC were likewise reduced along with the
      Treasury Stock.

    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.

    The
      396,000 shares of restricted stock earned in 2004 were charged to compensation
      expense during 2003 and 2004, the service period of such grants, with an offset
      to Deferred Compensation From Restricted Stock Grants, which as of December
      31,
      2004 was nil due to the full vesting of such shares during 2004. As of December
      31, 2003, $789,000 of stock-based compensation relating to 60,000 restricted
      shares that vested on January 1, 2005 was deferred in the stockholders’ equity.
      The value of the shares was determined using the closing stock price on the
      last
      trading day of each of the fiscal years.

    Note
      20- Litigation, page 64

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

    Pursuant
      to your discussion with our counsel, Saul Kaszovitz, on September 13, 2006,
      the
      Commission has revised its request so that we are required to only disclose
      the
      requested information in future filings, rather than amend the Form 10-K.

    We
      will
      disclose in all future applicable filings the nature of the WWE’s claims against
      us in plain English.

    Item
      15. Exhibits, page 82

    9.    Your
      exhibit index does not include reference to material contracts such as
      acquisition, financing, licensing, or joint venture agreements. 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.

    Pursuant
      to your discussion with our counsel, Saul Kaszovitz, on September 13, 2006,
      the
      Commission has revised its request so that we are required to only disclose
      the
      requested information in future filings, rather than amend the Form
      10-K.

    We
      will
      include in the exhibit index of all future applicable filings references to
      material contracts 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 nature of this decrease.

    Our
      investment in the THQ video game joint venture is comprised of two
      components: (1) our actual investment in the joint venture, with a net book
      value of $2.0 million as of December 31, 2005, that is being amortized over
      the
      life of the underlying license agreement for which the joint venture was
      organized; and (2) an accrual for the preferred return earned by us each
      quarter, which is settled in the following quarter. Accordingly, the reduction
      in the balance in the investment account is primarily due to our receipt of
      the
      payment in the amount of $8.4 million in the quarter ended March 31, 2006 for
      the preferred return earned by us in the fourth quarter ended December 31,
      2005.
      The fourth quarter is typically the highest volume quarter due to the number
      of
      video game titles typically released in the fourth quarter. This resulted
      in the net reduction for the quarter ended March 31, 2006.

    Management’s
      Discussion and Analysis - Results of Operations

    11.    Please
      revise to discuss and analyze results of operations by the operating segments
      disclosed i