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    Unassociated Document

    [JAKKS
Letterhead]

    January
31, 2011

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

    Attention:  Ms.
Linda Cvrkel

              Re:

              JAKKS
      Pacific, Inc.

              Form
      10-K for the year ended December 31,
2009

              Filed
      March 17, 2010

              File
      No. 000-28104

    Dear Ms.
Cvrkel:

    This letter shall serve to respond to
the questions and comments contained in the Commission’s letter to the Company
dated December 20, 2010 regarding its review of the above-referenced Form
10-K.

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

    Annual Report on Form 10-K
for the year ended December 31, 2009

    Financial Statements, page
37

    Statements of Consolidated
Cash Flows, page 42

              1.

              Reference
      is made to the line item “common stock surrendered” under cash flows from
      financing activities. Please explain to us the nature of the activity
      surrounding the surrender of common stock and why it represents a cash
      outflow from financing activity rather than a non-cash
    item.

    Response:

    Upon
the vesting of restricted stock pursuant to grants awarded to our employees,
compensation is earned by the employees, for which there are required income
taxes and related withholding. Such withholdings are collected by the Company
from the employees and are remitted to the various governmental agencies (e.g.,
United States Treasury for Federal income taxes). From time to time, the Company
accepts shares of its common stock in settlement of these withholdings. In
effect, the Company is repurchasing a portion of the vested shares at fair
value, and uses the cash on behalf of the employee to satisfy the withholding
requirements. The mechanics are the issuance of a reduced number of shares to
the employee and a direct payment of cash by the Company to the taxing
authorities. From an accounting standpoint the transaction is recorded as a
treasury stock purchase from the employee and, instead of giving the employee
cash for the shares, the cash is remitted to the taxing authorities on the
employee’s behalf. Accordingly, the surrenders of common stock are reflected as
a cash outflow from financing activities.

    Notes to Consolidated
Financial Statements, page 43

    Note 9 – Accrued Expenses,
page 53

              2.

              We
      note from your disclosure on page 33 that you have entered into various
      character and product licenses with royalties generally ranging from 1% to
      14% payable on net sales of the related products. We also note that the
      company has already paid minimum royalty guarantees of $60 million as of
      December 31, 2009 and has future minimum royalty guarantees of $91
      million, of which $62.3 million is due in the next twelve months. Please
      tell us how the payments for such guarantees are being accounted for
      within your financial statements and revise your notes to the consolidated
      financial statements to disclose your policy for recognizing the minimum
      royalty guarantees. As part of your response, please provide us with the
      relevant accounting guidance you relied upon which supports the basis for
      your accounting treatment.

    Response:

    Minimum
royalty guarantees are deemed to be commitments for which disclosures are made
in the notes to the Company’s financial statements. Such guarantees are
generally fulfilled over the term of a license agreement as royalties are
accrued and paid at the contractual royalty rate as sales occur on a quarterly
basis. These payments reduce the minimum guarantee owed under the license
agreement. Only when there is a shortfall in achieving the minimum sales
necessary to fulfill a minimum royalty guarantee does the Company record a
minimum guarantee shortfall liability in its financial statements to the extent
of the estimated shortfall. In addition, license agreements may provide for
advance payments against the minimum guarantees. Such advance payments are
recorded as prepaid expenses on the balance sheet and are written off to expense
(i.e. recouped) as the related royalties are earned as sales of the licensed
product is sold. In the event the advance is not expected to be earned out, such
advances are written off and the shortfall on the minimum guarantee is accrued
to expense. The Company reviews each license agreement on a quarterly basis and
immediately reserves for any anticipated guarantee shortfall. The determination
of a guarantee shortfall is made based on management’s estimate of future sales
of the licensed products and the royalties that would be earned thereon and
after confirming that the licensor has met all of its contractual obligations.
The relevant accounting guidance considered in developing our accounting
treatment of minimum royalty guarantees included FASB Concepts Statements
No.  5 and 6 and Topic 440.

    In
future applicable filings, we will revise our disclosure to describe our policy
for recognizing the minimum royalty guarantees.

    Form 8-K filed October 26,
2010

              3.

              We
      note your presentation of non-GAAP condensed Statements of Income in
      Exhibit 99.1.  Please note that we do not believe it is
      appropriate to present a non-GAAP statement of income. In future filings,
      please revise your presentation to reconcile each non-GAAP measure
      separately to the most comparable measure calculated in accordance with
      GAAP. Refer to the Compliance and Disclosure Interpretations, issued
      January 15, 2010, Question 102.10.

    Response:

    In
our future applicable filings, we will revise our presentation to reconcile each
non-GAAP measure separately to the most comparable measure calculated in
accordance with GAAP.

    The
Company herewith acknowledges that i) the Company is responsible for the
adequacy and accuracy of the disclosure in this filing, ii) staff comments or
changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to this filing, and iii) 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 me at
310-455-6210.

              Very
      truly yours,

              /s/ Joel
      M. Bennett

              Joel
      M. Bennett

              Chief
      Financial Officer