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Skadden, Arps, Slate, Meagher & Flom llp

                                               South
Grand Avenue

Los
Angeles, California 90071-3144

________

TEL: (213) 687-5000

FAX: (213) 687-5600

www.skadden.com

October 8, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Transportation and Leisure

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Susan Block and Ms. Laura Nicholson

FIRM/AFFILIATE
OFFICES

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BOSTON

CHICAGO

HOUSTON

NEW
YORK

PALO
ALTO

WASHINGTON,
D.C.

WILMINGTON

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BEIJING
B

RUSSELS

FRANKFURT

HONG
KONG

LONDON

MOSCOW

MUNICH

PARIS

SÃO
PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

 RE: JAKKS Pacific, Inc.

Registration Statement on Form S-3

Filed September 6, 2019

File No. 333-233665

Dear Ms. Block and Ms. Nicholson:

On behalf of JAKKS Pacific, Inc. (the “Company”),
we have filed today Amendment No. 1 to the Registration Statement on Form S-3 of the Company (the “Amended Registration
Statement”) in response to the comments of the staff (the “Staff”) of the Division of Corporation
Finance, Office of Transportation and Leisure, of the U.S. Securities and Exchange Commission (the “Commission”)
received by letter dated September 23, 2019, concerning the Registration Statement on Form S-3 of the Company filed on September
6, 2019. The changes reflected in the Amended Registration Statement include those made in response to the Staff’s comments.

Set forth below are the Company’s
responses to the Staff’s comments. For your convenience, each comment provided is printed below in bold italics and is followed
by the Company’s response. All references in this letter to page numbers and sections correspond to the page numbers and
sections in the Amended Registration Statement, unless otherwise noted.

General

 1. We note that you are registering the sale of 46,728,275 shares of common stock underlying convertible notes owned by Oasis
Investments II Master Fund Ltd. Given the size relative to the apparent number of shares outstanding held by non-affiliates, and
the nature of the offering, the transaction appears to be a primary offering. Please provide us with your legal analysis as to
why the transaction covered by the registration statement should be regarded as a secondary offering that is eligible to be made
on a delayed or continuous basis under Rule 415(a)(1)(i) of the Securities Act rather than a primary offering where the selling
shareholders are actually underwriters selling on behalf of the issuer. For guidance, please refer to Question 612.09 of the Securities
Act Rules Compliance and Disclosure Interpretations. In addition, to the extent that the transaction is a primary offering, please
tell us why you believe you are eligible to register this transaction as a primary offering on Form S-3.

    U.S. Securities and Exchange Commission
 October 8, 2019

Page 2

Response: The Company respectfully acknowledges
the Staff’s comment. For the reasons set forth below, the Company respectfully submits that the offering contemplated by
the Amended Registration Statement is a valid secondary offering by or on behalf of Oasis Investments II Master Fund Ltd (“Oasis”)
of shares of the Company’s common stock that may be registered for resale on a continuous basis pursuant to Rule 415(a)(1)(i)
of the Securities Act of 1933, as amended (the “Securities Act”).

In making this determination, the Company analyzed,
among other factors, the guidance set forth in Securities Act Rules Compliance and Disclosure Interpretations, Question 612.09
(“Interpretation 612.09”), which identifies six factors to be considered in determining whether a purported
secondary offering is really a primary offering. Interpretation 612.19 states in relevant part:

“It is important to identify whether a purported
secondary offering is really a primary offering, i.e., the selling shareholders are actually underwriters selling on behalf of
an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the seller’s prospectus delivery
requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule
and Form in some cases will be unavailable (e.g., because of the Form S-3 “public float” test for a primary offering,
or because Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements of one of the
other subsections of Rule 415). The question of whether an offering styled a secondary one is really on behalf of the issuer is
a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the selling
shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount
of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances
it appears that the seller is acting as a conduit for the issuer.”

Based on the Company’s consideration of the
totality of the facts and circumstances of the exchange transaction and each of the factors enumerated in Interpretation 612.09,
the Company believes that the shares of common stock that the Company is proposing to register for resale by Oasis (the “Shares”)
are eligible for registration on a delayed or continuous basis pursuant to Rule 415(a)(1)(i) of the Securities Act.

    U.S. Securities and Exchange Commission
 October 8, 2019

Page 3

Factor 1: How long Oasis has held the securities.
The convertible notes issued to Oasis were issued in exchange for securities already held by Oasis, the majority of which were
acquired in 2017. Pursuant to the Transaction Agreement, dated as of August 7, 2019 (the “Transaction Agreement”),
by and among the Company, certain of the Company’s affiliates and subsidiaries, Oasis and the other parties thereto, the
Company issued to Oasis on August 9, 2019 (i) amended and restated notes in exchange for the $21,550,000 aggregate principal amount
3.25% Convertible Senior Note previously issued to Oasis on November 7, 2017 and the $8,000,000 aggregate principal amount 3.25%
Convertible Senior Note previously issued to Oasis on July 26, 2018 (together, the “Existing Oasis Notes”) and
(ii) a new $8,000,000 Convertible Senior Note having the same terms as such amended and restated notes in exchange for the $7,250,000
aggregate principal amount 4.875% Convertible Senior Note acquired by Oasis in 2015 (collectively with the Existing Oasis Notes,
the “New Oasis Notes”).

Oasis participated in the exchange transaction with
the knowledge that it might not be able to exit its position at a profit, and that its ability to fully exit its position would
likely be restricted for an extended period of time, providing evidence that Oasis acquired such Securities with the intent to
invest (and not with the intent to effect a distribution, as an underwriter would have).Oasis is currently carrying all of the
investment risk associated with the New Oasis Notes (and, together with the underlying Shares, the “Securities”),
and will continue to bear this investment risk for potentially a substantial period of time before it can make resales of such
securities, because the conversion price of the New Oasis Notes is currently “out-of-the-money” when compared with
the current market price of the common stock and the trading volume of the Company’s common stock is low. Following the issuance
of the New Oasis Notes, (i) the highest closing sale price reported during that period was $0.89, which
is lower than the initial conversion price of the New Oasis Notes of $1.00, and (ii) the trading volume of the Company’s
common stock has not exceeded 364,500 shares on September 5, 2019, with a daily average trading volume of 54,874 shares. The Company
believes that the low trading price and low trading volume support the assertion that Oasis acquired the Securities for investment.

This assertion is further supported by the history
of investment that Oasis has made in the Company, which includes the Existing Oasis Notes issued in 2017 and 2018 that Oasis continued
to hold as an investment until the exchange transaction. Pursuant to the Registration Rights Agreements, dated as of November 7,
2017 and July 25, 2018 (the “Prior Registration Rights Agreements”), by and between the Company and Oasis, in
connection with the Existing Oasis Notes, the Company filed its prior Registration Statement on Form S-3 filed on December 7, 2017
(as amended by the Amendment No. 1 to Registration Statement filed on January 3, 2018, the “Prior Registration Statement”)).
Oasis never converted or resold the Existing Oasis Notes pursuant to the Prior Registration Statement.

The facts discussed above support the conclusion that
the offering pursuant to this prospectus is a valid secondary offering.

    U.S. Securities and Exchange Commission
 October 8, 2019

Page 4

Factor 2: The circumstances under which
Oasis received the Securities. The New Oasis Notes were issued to Oasis in an arm’s-length private exchange transaction.
The Amended Registration Statement is filed by the Company to comply with its obligations under the Amended and Restated Registration
Rights Agreement, dated as of August 9, 2019 (the “Registration Rights Agreement”), by and between the Company
and Oasis. The New Oasis Notes were issued, in part, in exchange for the Existing Oasis Notes issued in 2017 and 2018, which Oasis
never converted or resold pursuant to the Prior Registration Statement. The Prior Registration Statement was filed pursuant to
the Prior Registration Rights Agreements. The Company did not enter into the Registration Rights Agreement or the Prior Registration
Rights Agreement for the purposes of conducting an indirect primary offering. The Company did not and will not pay commissions
or fees to Oasis and will not receive proceeds from the resale of the common stock.

In the Transaction Agreement, Oasis made representations
to the Company, including that it (i) was either (x) a “qualified institutional buyer,” or QIB, as that term is defined
in Rule 144A under the Securities Act or (y) an “accredited investor” as defined in Rule 501(a) under the Securities
Act and (ii) had such knowledge and experience in financial and business matters and in investments of this type that it was capable
of making an informed investment decision and has so evaluated the merits and risks of such investment. The Company is neither
aware of any evidence that would indicate that these representations were false nor aware of any evidence that Oasis has any plan
to act in concert with a third party to effect a distribution of the Shares.

In addition, the Company is not aware of any evidence
that would indicate that a distribution would occur if the Amended Registration Statement is declared effective. Under the Commission’s
rules, a “distribution” requires special selling efforts. Rule 100(b) of Regulation M defines a “distribution”
as “an offering of securities, whether or not subject to registration under the Securities Act, that is distinguished from
ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods.”
The Company is not aware of any evidence that would indicate that any special selling efforts or selling methods (such as road
shows or other actions to condition the market for the Company’s common stock) by or on behalf of Oasis have occurred or
will occur if the Amended Registration Statement is declared effective.

The Company also notes that there are many reasons,
other than to effect an immediate resale, why investors may prefer securities to be registered, which may include: (i) some private
investment funds, including Oasis, are required to mark their portfolios to market and if portfolio securities are not registered,
such investors are required to mark down the book value of those securities to reflect an illiquidity discount; and (ii) an issuer’s
decision to not register its shares would prevent investors from taking advantage of market opportunities or from liquidating their
investments if, for example, the investors’ convictions in their original investment decision had waned.

    U.S. Securities and Exchange Commission
 October 8, 2019

Page 5

Therefore, the circumstances under which Oasis received
the New Oasis Notes support the conclusion that the offering pursuant to this prospectus is a valid secondary offering.

Factor 3: Oasis’s relationship with
the Company. Oasis has not had any material relationship with the Company in the past three years except for relationships
that are legacy to the Existing Oasis Notes received by Oasis in 2017 and those entered into in connection with the Transaction
Agreement. As stated in the Amended Registration Statement, these relationships include (i) the ownership of the New Oasis Notes
issued pursuant to the Transaction Agreement, (ii) the Voting Agreements (as defined in the Amended Registration Statement), (iii)
the ownership of the Existing Oasis Notes and (iv) Alex Shoghi, an employee of an affiliate of Oasis, who has served on the board
of directors of the Company since 2015.

Further, Oasis is not acting on the Company’s
behalf with respect to the registration of the Shares under the Amended Registration Statement and, other than the registration
rights granted to Oasis, the Company has no contractual, legal or other relationship with Oasis that would control either (a) the
timing, nature, or amount of resales of the Shares; or (b) whether such Shares are ever resold under the Amended Registration
Statement. The existence of registration rights are not, in and of themselves, evidence of an intent on the part of Oasis to sell
its Shares, much less to sell or distribute the Shares on behalf of the Company. Moreover, the New Oasis Notes were issued, in
part, in exchange for the Existing Oasis Notes issued in 2017 and 2018, which Oasis never converted and resold pursuant to the
Prior Registration Statement.

The Company did not and will not pay commissions or
fees to Oasis and will not receive proceeds from the resale of the common stock. In addition, pursuant to the terms of the New
Oasis Notes, Oasis may not submit for conversion any part of the New Oasis Notes if the number of shares of common stock issuable
upon such conversion of the New Oasis Notes, when added to all other shares of common stock deemed to be beneficially owned by
Oasis and its affiliates, would result in Oasis and its affiliates beneficially owning more than 4.99% of the issued and outstanding
common stock of the Company (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation has
the effect of limiting the ability of Oasis to quickly convert and sell out of its investment position in the Company, supporting
the assertion that Oasis does not have an intent to distribute the Securities on behalf of the Company and is not acting as an
underwriter.

As a result, this factor weighs favorably in the Company´s
determination that the offering for resale of the Shares by Oasis is a secondary offering and not a primary offering.

Factor 4: The amount of shares being registered.
Given the facts and circumstances of the exchange transaction, the number of Shares being registered for resale does not support
the conclusion that the offering is really a primary distribution on behalf of the Company. As of September 4, 2019, the Company
had 38,323,211 shares of common stock outstanding, of which [37,224,305] shares were held by persons other than Oasis, affiliates
of the Company and affiliates of Oasis. The Company is seeking to register 46,728,275 Shares for resale that are issuable upon
conversion of the New Oasis Notes held by Oasis.

    U.S. Securities and Exchange Commission
 October 8,