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      Unassociated Document

    [JAKKS
      Letterhead]

    October
      3, 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")

              The filings (i) Form 10-K
                for the
                year ended December 31, 2005, filed March 16, 2006; (ii) Form 10-Q
                for the
                quarter ended March 31, 2006, filed May 2, 2006; and (iii) Form 10-Q
                for
                the quarter ended June 30, 2006, filed August 7, 2006 (collectively,
                the
                “Filings”)

    Dear
      Ms.
      Erlanger:

    This
      letter shall serve to respond to the questions and comments contained in the
      Commission's letter to the Company dated October 2, 2006 regarding its review
      of
      the Filings.

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

    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

    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 disclosure in future filings to clarify the
      nature of these option repricings and the amount of compensation expense
      recognized based on accounting for the options using the variable
      method.

    We
      will
      disclose in all future applicable filings the nature of the option repricings
      and 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 prior 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 for purposes of basic earnings per share
      calculations and tell us where the shares are included in the column on the
      statements of stockholders’ equity titled “common stock, number of
      shares.”

    The
      following table reflects the vesting of the restricted stock grants and
      reconciles to the common stock share amounts on the line items captioned
“Restricted stock grants” on the statements of stockholders’ equity for the
      years ended December 31, 2004 and 2005:

              Grant
                Date

              Earned
                in 2003

               Earned
                in 2004

              Total

              Officers

               Directors

              March
                27, 2003

              636,000

              60,000

              -0-

              696,000

              January
                2, 2004

              -0-

              336,000

              4,000

              340,000

              Total

              636,000

              396,000

              4,000

    These
      shares of stock were considered outstanding on the grant date for purposes
      of
      basic earnings per share calculations.

    Other

    3.
       The
      Company acknowledges that:

              (a)

              the
                Company is responsible for the adequacy and accuracy of the disclosure
                in
                the Filings;

              (b)

              staff
                comments or changes to disclosure in response to staff comments do
                not
                foreclose the Commission from taking any action with respect to the
                Filings; and

              (c)

              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.

    We
      hope
      that the foregoing has been helpful in answering the questions contained in
      your
      letter. Of course, if you have any further comments or require any further
      information, please do not hesitate to call.

              Very
                truly yours,

              Joel
                M. Bennett

              Chief
                Financial Officer