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    [JAKKS
      Letterhead]

    August
      28, 2007

    VIA
      FAX (202-772-9202)

    AND
      FEDERAL EXPRESS

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

    Attention:
      Ms. Heather Clark

                Re:

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

                Form
                  10-K for the year ended December 31, 2006, Filed March 16,
                  2007

                Form
                  8-K, Filed February 26, 2007

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

    Dear
      Ms.
      Clark:

    This
      letter shall serve to respond to the questions and comments contained in the
      Commission’s letter to the Company dated July 31, 2007 regarding its review of
      the above-referenced Forms 10-K, 8-K and 10-Q.

    We
      have
      prepared our responses based upon the order of the comments set forth in the
      Commission’s letter.

    Form
      10-K for the year ended December 31, 2006

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

    1. We
      note that your critical accounting policies do not address specific estimates
      management makes in relation to each policy. 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 reasonably likely to change in the future;
                and

              ·

              Evaluate
                the sensitivity to change of critical accounting
                policies.

    Response:

    We
      will
      revise our future applicable filings to identify the risks involved with
      critical accounting policies, analyzing to the extent possible factors such
      as
      the ones included in the Commission’s question.

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

    2. We
      note that with respect to your preferred 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
      preferred return based on the same rates set for under the original joint
      venture agreement. In this regard, please tell us why you believe it is
      appropriate to recognize 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 moreover arbitration. Please quantify
      for
      us the amount of the preferred return relating to the six months ended December
      31, 2006 that has been recognized within your statements of operations. Further,
      we note 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 recognized income from the joint
      venture in the amount of $1.5 million. Please provide us with the basis for
      your
      accounting treatment as it is unclear to us how you conclude that realization
      of
      such amounts at March 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.

    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 negotiations and whether a new preferred return agreement
      with THQ has been reached. We may have further comment upon receipt of your
      response.

    Response:

    The
      rate
      of our preferred return in the joint venture with THQ Inc. is governed by the
      terms of the Operating Agreement between us (the “Agreement”). The Agreement, in
      providing for a possible adjustment to the percentage amount (up or down) of
      the
      preferred return, states as follows:

    Notwithstanding
      anything herein, the arbitrator will be instructed to take into account
      (i) general economic conditions, (ii) market conditions (current and
      future) in the interactive game business, (iii) market conditions (current
      and
      future) in the professional wrestling business in general and the business
      of
      the WWF in particular, (iv) historical sales by the Joint Venture and (v) the
      Joint Venture’s historical profits -- all for the purpose of evaluating the
      prospective anticipated Joint Venture Net Sales and profits and each party’s
      risks, benefits and investments during such Subsequent Distribution Period,
      but
      not for the purpose of attempting to adjust for, or compensate either party
      for,
      the results obtained during the Initial Distribution Period or any prior
      Subsequent Distribution Period. If such economic and market conditions are
      essentially the same at the time of such arbitration as they are as of the
      date
      of this Agreement, the Subsequent Games Sales Amount and the Base Amount for
      the
      Subsequent Distribution Period shall be essentially the same as for the Initial
      Distribution Period; and if such economic or market conditions have changed,
      such Changes shall be considered by the Arbitrator in determining which party’s
      proposals to accept.

    We
      believe the foregoing provision of the Agreement will lead the arbitrator to
      conclude that the preferred return should either stay the same or be
      increased.  We have conservatively assumed it to stay the same. Moreover,
      THQ, Inc., in its own filings, has an accrued liability in its financial
      statements based on the preferred return continuing at the same
      level.

    Furthermore,
      the Agreement provides for a “baseball” method of arbitration, pursuant to which
      each of THQ, Inc. and we will propose a reset amount and the arbitrator will
      select one or the other proposal. In light of our assessment of the above
      provision, we do not intend to propose a figure any less than the rate of
      preferred return we received through June 30, 2006. To indicate otherwise in
      our
      financial statements would be inconsistent with the amount to which we believe
      we are entitled under the contract.

    Based
      upon the foregoing assessment, we accrued a total of approximately $13.5 million
      for the six months ended December 31, 2006, and $1.5 million for the quarter
      ended March 31, 2007, for which no payments have yet been received, and which
      will not likely be received until the conclusion of the arbitration.

    To
      date,
      we have not resolved our dispute with THQ, Inc. and, accordingly, no new
      preferred return rate has been reached with THQ. On July 30, 2007, the
      Court appointed an arbitrator, who was directed to provide disclosures that
      will
      be reviewed by the parties.

    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 reconciliation and the narrative required by section 2.02
      of
      Form 8-K. Furthermore, the staff 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.

    Response:

    In
      our
      future filings, to the extent non-GAAP measures are presented, we will revise
      all non-GAAP measures to conform to the requirements of Regulation G.
      Furthermore, we will revise all future applicable filings to include GAAP
      measures, such as net income, prior to discussing other corollary non-GAAP
      measures.

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

    4.
       We
      note several news articles in March 2007 regarding the voluntary recall of
      battery packs associated with one of your products. Please tell us why you
      did
      not disclose information concerning the recall 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.

    Response:

    The
      recall did not significantly impact our results of operations with regards
      to
      warranty claims and/or losses. The two factories from which the batteries were
      purchased accepted responsibility for the defects, resulting in a net cost
      to us
      of less than US$100,000. Accordingly, the recall did not warrant disclosure.
      We
      will, in all applicable future filings, discuss such issues to the extent any
      related costs or losses are significant.

    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