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    Unassociated Document

    [JAKKS
Letterhead]

    August
28, 2009

    VIA
EDGAR, FAX (202-772-9202)

    AND FEDERAL
EXPRESS

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

    Attention:  Ms.
Linda Cvrkel

              Re:

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

    Form
10-K for the year ended December 31, 2008, Filed March 2, 2009

    File
No.  0-28104

    Dear Ms.
Cvrkel:

    This letter shall serve to respond to
the questions and comments contained in the Commission’s letter to the Company
dated June 29, 2009 regarding its review of the above-referenced
Form10-K.

    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, 2008

    World Wrestling
Entertainment Video Games, page 7

    1.      We note
from your disclosure that the joint venture formed with THQ entered into a
license agreement with the WWE under which it acquired the exclusive worldwide
right to publish WWE video games 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 additional five years provided that there is
an absence of a material breach 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
consequences to your business, future statement 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.

    Response:

    Please be
advised that the WWE Action and the Connecticut Action have both been dismissed.
The dismissal of the WWE Action has been affirmed by the Second Circuit Court of
Appeals and the dismissal in the Connecticut Action has been
appealed.  Accordingly, no material breach of the license agreement
has been found and the license remains in full force and effect.  With
respect to the renewal of the videogame license, disclosure has been added to
the 6/30/09 10-Q (Notes to Condensed Consolidated Financial Statements, Note 17
and Part II, Item 1) disclosing our dispute with THQ over the effectiveness of
our notice to renew.  If the license is not renewed, or if the WWE is
successful on one of its claims to terminate the license, we are unable to
quantify the amount of adverse consequences inasmuch as any future revenue from
the license is speculative.  While the amount of past profits from the
license received by us in the form of the Preferred Return has been, and
continues to be, disclosed in all of our periodic reports, there is no basis to
estimate the profits, if any, that we would not realize in the event the license
is not renewed.   Accordingly, we respectfully request that this
comment be waived.

    Part I, page
2

    Item 1A. Risk Factors, page
11

    2.      In future
filings, please remove the references in your first paragraph that the risk
factors listed in your annual report on Form 10-K are “illustrative” of the
risks and uncertainties that may arise or revise to clarify that you have
discussed all known material risks.

    Response:

    In our
future applicable filings, we will remove the references in our first paragraph
that the risk factors listed in our annual report on Form 10-K are
“illustrative” of the risks and uncertainties that may arise.

    Quarterly Fluctuations and
Seasonality, page 33

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

        2

    Response:

              2007

              2008

              First

              Second

              Third

              Fourth

              First

              Second

              Third

              Fourth

              Quarter

              Quarter

              Quarter

              Quarter

              Quarter

              Quarter

              Quarter

              Quarter

              Net
      sales

            $124,062

            $129,547

            $318,391

            $285,085

            $130,935

              145,291

              357,824

              269,347

              As
      a % of full year

              14.5

              %

              15.1

              %

              37.1

              %

              33.3

              %

              14.5

              %

              16.1

              %

              39.6

              %

              29.8

              %

              Gross
      Profit

              45,508

              45,295

              124,050

              108,797

              47,441

              52,058

              129,065

              92,649

              As
      a % of full year

              14.1

              %

              14.0

              %

              38.3

              %

              33.6

              %

              14.8

              %

              16.2

              %

              40.2

              %

              28.8

              %

              As
      a % of net sales

              36.7

              %

              35.0

              %

              39.0

              %

              38.2

              %

              36.2

              %

              35.8

              %

              36.1

              %

              34.4

              %

              Income
      (loss) from operations

              3,324

              6,488

              65,057

              32,129

              (894

              )

              5,568

              57,338

              8,824

              As
      a % of full year

              3.1

              %

              6.1

              %

              60.8

              %

              30.0

              %

              -1.3

              %

              7.9

              %

              80.9

              %

              12.5

              %

              As
      a % of net sales

              2.7

              %

              5.0

              %

              20.4

              %

              11.3

              %

              -0.7

              %

              3.8

              %

              16.0

              %

              3.3

              %

              Income
      before income taxes

              4,762

              7,403

              67,087

              50,289

              1,300

              5,994

              60,803

              20,802

              As
      a % of net sales

              3.8

              %

              5.7

              %

              21.1

              %

              17.6

              %

              1.0

              %

              4.1

              %

              17.0

              %

              7.7

              %

              Net
      income

              3,238

              5,034

              47,318

              33,401

              877

              4,156

              54,145

              16,879

              As
      a % of net sales

              2.6

              %

              3.9

              %

              14.9

              %

              11.7

              %

              0.7

              %

              2.9

              %

              15.1

              %

              6.3

              %

    Comparison
of the First Quarter of 2008 and 2007

    Gross
margin for first quarter 2008 and 2007 were comparable.  Gross profit
in 2008 was higher by $1.9 million compared to 2007 as a result of higher volume
of unit sales for that quarter.

    Income
from operations was lower in 2008 compared to 2007, mainly due to higher product
development and product testing charges of $1.9 million in 2008, which increased
by 1.3% of net sales from 2.6% of net sales in 2007 to 3.9% of net sales in
2008.  Additionally, legal expenses in SG&A were $2.3 million
higher in 2008 compared to 2007.

    Comparison
of the Fourth Quarter of 2008 and 2007

    Gross
margin for fourth quarter 2008 was lower by 3.8% of net sales compared to 2007
mainly to more goods sold with a higher cost of sales and higher depreciation of
molds and tools as a result of higher purchases of molds and tools in 2008 in
support of an increased number of new items in 2008. Gross profit in 2008 was
lower compared to 2007 mainly due to lower volume of unit sales, more goods sold
with a higher cost of sales and higher depreciation of molds and tools as a
result of higher purchases of molds and tools in 2008.

    Income
from operation was lower in 2008 compared to 2007, mainly due to higher product
development and product testing charges of $3.8 million in 2008, which increased
by 1.5% of net sales from 2.0% of net sales in 2007 to 3.5% of net sales in
2008.  Additionally, legal expense and advertising expense were higher
in 2008 compared to 2007 by $1.1 million and $6.1 million,
respectively.

    Profit
from our joint venture decreased by $5.5 million in 2008 from $18.1 million in
2007 to $12.6 million in 2008 due to lower sales of video games.

        3

    The
effective tax rate for the fourth quarter 2008 was 18.9% compared to 33.6% for
the fourth quarter 2007.  The decrease in the effective rate in 2008
is primarily due to the reduction in income tax expense due to the
de-recognition of a previously recorded potential income tax liability for
uncertain tax positions that are no longer subject to audit due to the closure
of the audit period.

    Part III, page
64

    Elements of Executive
Compensation, page 67

    4.      We note
the disclosure on page 67 that the Compensation Committee has “negative
discretion” to adjust performance results used to determine annual incentive and
the vesting schedule of long-term incentive awards.  In future
filings, please describe the negative discretion that the Compensation Committee
may use to adjust the performance results in determining levels of
compensation.

    Response:

    In our
future applicable filings, we will describe the negative discretion 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 performance targets, including the targeted level
of your adjusted earnings per share for your annual cash incentive compensation
and the share growth targets for acceleration of the vesting period of
restricted stock awards, which must be achieved in order for your executive
officers to earn their incentive compensation.  To the extent you
believe that disclosure of the targets is not required because it would result
in competitive harm such that the targets could be excluded 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.  General statements regarding the level of difficulty, or
ease, associated with achieving performance goals either corporately or
individually are not sufficient.

    Response:

    In our
future applicable filings, we will disclose all performance targets, including
the targeted level of our adjusted earnings per share for our annual cash
incentive compensation and the share growth targets for acceleration of the
vesting period of restricted stock awards, which must be achieved in order for
our executive officers to earn their incentive compensation.

        4

    Management Discussion and
Analysis

    6.      We note
that you have recently experienced declines in the trading value of your
outstanding common shares, which has resulted in the Company’s market
capitalization being significantly less than the Company’s recorded book value
of its net assets.  We also note that your book value at December 31,
2008 and March 31, 2009 included 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 explain 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 future filings how the
aforementioned was considered in your goodwill and intangible assets impairment
analysis.  As part of your response, please provide us with your
proposed future disclosure.

    Response:

    As of
June 30, 2009, all of the goodwill on our books was written down as a result of
our interim impairment assessment performed due to the sustained reduction in
the market capitalization of our common stock even though, among other things,
there  was a favorable Second Circuit of Appeals affirmence of the
dismissal of the WWE Action in the Company’s ongoing litigation with the WWE
which did not result in any recovery in the Company’s market capitalization. It
has been determined that the decline is not temporary resulting in the write off
of $407.1 million of goodwill, all of which was attributable to our acquisition
of operating businesses in the past.

    In our
future applicable filings, we will expand our MD&A to explain the facts and
circumstances which management believes are responsible for the significant
disparity between our market capitalization and the book value of our equity
when such disparities arise. We will also disclose how the aforementioned is
considered in our goodwill and intangible assets impairment
analysis.

    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 receivable 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 forth under the original joint venture
agreement.  In this regard, please tell us why you believe it is
appropriate to recognize income using the rates 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 t