SecProbe.io

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 JAKKS
PACIFIC, INC.

 2951
28 th Street

 Santa
Monica, California 90405

 (424)
268-9444

 May
1, 2026

 VIA
EDGAR AND EMAIL

 Securities
and Exchange Commission

 100
F Street, N.E.

 Division
of Corporate Finance

 Office
of Manufacturing

 Washington,
D.C. 20549

 Attention:
Erin C. Donahue, Esq.

 Re: JAKKS
 Pacific, Inc. (the "Company")
 Registration Statement on Form S-3
 Filed October 29, 2025
 Amended April 30, 2026
 File No. 333-291138

 Dear
Ms. Donahue:

 This
letter shall serve as the request of the Company, pursuant to Rule 461, to accelerate the effectiveness of the above-referenced registration
statement to Monday, May 4, 2026, 5:15PM, or the soonest practicable time thereafter.

 The
Company herewith acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in this filing, (ii)
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing, (iii) the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing, and ( iv) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 If
you have any questions with respect to this matter, please contact Irving Rothstein of Feder Kaszovitz LLP at (212) 888-8200.

 Sincerely,

 JAKKS Pacific, Inc.

 By:
 /s/ John L. Kimble

 John L. Kimble

 Chief Financial Officer

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JAKKS PACIFIC, INC.

2951 28th Street

Santa Monica, California 90405

(424) 268-9444

April 5, 2024

VIA EDGAR AND EMAIL

Securities and Exchange Commission

100 F Street, N.E.

Division of Corporate Finance

Office of Manufacturing

Washington, D.C. 20549

Attention: Mr. Bradley Ecker and Ms. Jennifer Angelini

Re:           JAKKS Pacific, Inc. (the “Company”)

  Registration Statement on Form S-3

             Filed March 25, 2024

             Amended April 3, 2024

             File No. 333-278220

Dear Mr. Ecker and Ms. Angelini:

This letter shall serve as the request of the Company, pursuant to Rule 461, to accelerate the effectiveness of the above-referenced registration statement to Monday, April 8, 2024, 4:15PM, or the soonest practicable time thereafter.

The Company herewith acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in this filing, (ii) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, (iii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing, and ( iv) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions with respect to this matter, please contact Irving Rothstein of Feder Kaszovitz LLP at (212) 888-8200.

Sincerely,

JAKKS Pacific, Inc.

By: /s/ John L. Kimble

John L. Kimble

Chief Financial Officer

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FEDER KASZOVITZ LLP

ATTORNEYS AT LAW

845 THIRD AVENUE

NEW YORK, N. Y. 10022-1200

Telefax 212-888-7776                                 Telephone: 212-888-8200                            Writer's Ext.: 5413

April 4, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Ecker and Ms. Angelini

RE:         JAKKS Pacific, Inc.

 Registration Statement on Form S-3

 Filed March 25, 2024

 File No. 333-278220

Dear Mr. Ecker and Ms. Angelini:

On behalf of JAKKS Pacific, Inc. (the “Company”), we have filed on April 3, 2024 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 Manufacturing, of the U.S. Securities and Exchange Commission received by letter dated March 29, 2024, concerning the Registration Statement on Form S-3 of the Company filed on March 25, 2024. The changes reflected in the Amended Registration Statement include those made in response to the Staff’s comment.

Please be advised that on Page 6 of the Amended Registration Statement, in the section captioned “Selling Shareholders” we added disclosure with respect to the relationships between the selling shareholders and the Company. In addition, we have added footnotes to the table included in that section on Page 7 disclosing the individuals having voting and investment control of the shares offered for resale by that selling stockholder.

Please contact the undersigned at (718) 490-6432 should you require further information.

                                                      Very truly yours,

                                                      /s/ Irving Rothstein

                                                      Irving Rothstein

cc:               JAKKS Pacific, Inc.

                   Stephen Berman

United States securities and exchange commission logo
March 29, 2024
Stephen Berman
Chief Executive Officer
JAKKS Pacific, Inc.
2951 28th Street
Santa Monica, CA 90405
Re:JAKKS Pacific, Inc.
Registration Statement on Form S-3
Filed on March 25, 2024
File No. 333-278220
Dear Stephen Berman:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-3 filed March 25, 2024
Selling Shareholders, page 6
1.Please revise this section to provide the information required by Item 507 of Regulation S-
K. For guidance, refer to Question 140.02 of our Regulation S-K Compliance and
Disclosure Interpretations. Without limitation, revise your disclosure to identify, by
footnote or otherwise, the selling shareholders who have the material relationships with
you discussed on page 6. With respect to the shares to be offered for resale by each selling
stockholder that is a legal entity, disclose the natural person or persons who have voting
and investment control of the shares to be offered for resale by that selling stockholder.

 FirstName LastNameStephen Berman
 Comapany NameJAKKS Pacific, Inc.
 March 29, 2024 Page 2
 FirstName LastName
Stephen Berman
JAKKS Pacific, Inc.
March 29, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
February 1, 2023
Lawrence I. Rosen
Chairman
Larose Industries LLC
1578 Sussex Turnpike (Bldg. 5)
Randolph, NJ 07869
Re:JAKKS Pacific, Inc.
Schedule 13D filed by Lawrence I. Rosen
Filed January 26, 2023
File No. 005-50369
Dear Lawrence I. Rosen:
            We have reviewed the above-captioned filing, and have the following comments.
            Please respond to this letter by amending the filing or by providing the requested
information.  If a belief exists that our comments do not apply to your facts and circumstances or
that an amendment is inappropriate, please advise us why in a response letter.
            After reviewing any amendment to the filing and any information provided in response to
these comments, we may have additional comments.
Schedule 13D filed January 26, 2023
General
1.We note the date of the event reported as requiring the filing of the Schedule 13D was
April 11, 2022.  Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule
13D within 10 days after the acquisition of more than five percent of a class of equity
securities specified in Rule 13d-1(i).  Based on the reported April 11, 2022 event date, the
January 26, 2023 filing was not timely filed.  Please advise us why the Schedule 13D was
not filed within the required 10 days after the acquisition.
2.We note the disclosure provided under Item 5(c) indicates that the appended Schedule A
provides a list of transactions in the shares of common stock that were effected "during
the past 60 days."  This disclosure was consistent with the text of Item 5(c) of Schedule
13D, which requires beneficial owners reporting on Schedule 13D to provide a description
of "any transactions in the class of securities reported on that were effected during the past
sixty days...."  Notwithstanding the unqualified references to the "past 60 days" in the both
the regulatory text and the corresponding narrative response to Item 5(c), the associated

 FirstName LastNameLawrence I.  Rosen
 Comapany NameLarose Industries LLC
 February 1, 2023 Page 2
 FirstName LastName
Lawrence I.  Rosen
Larose Industries LLC
February 1, 2023
Page 2
Schedule A only provided a transaction history within the past 60 days of the date of the
purported event that required reporting.  Please provide us with a legal analysis in support
of your apparent conclusion that the disclosure in Schedule A complies with Item 5(c).
Alternatively, please amend the Schedule 13D to include a description of transactions
effected during the past 60 days of the filing date.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.
            Please direct any questions to Michael Killoy at (202) 551-7576 or Nicholas Panos at
(202) 551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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	jakkspacif20221026_corresp.htm

JAKKS PACIFIC, INC.

2951 28th Street

Santa Monica, California 90405

(424) 268-9444

October 26, 2022

VIA EDGAR AND EMAIL

Securities and Exchange Commission

100 F Street, N.E.

Division of Corporate Finance

Office of Manufacturing

Washington, D.C. 20549

Attention: Gregory Herbers, Esq.

			Re:
			JAKKS Pacific, Inc. (the “Company”)

			Registration Statement on Form S-3

			Filed October 20, 2022

			Amended October 26, 2022

			File No. 333-267958

Dear Mr. Herbers:

This letter shall serve as the request of the Company, pursuant to Rule 461, to accelerate the effectiveness of the above-referenced registration statement to Friday, October 28, 2022, 4:00PM, or the soonest practicable time thereafter.

The Company herewith acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in this filing, (ii) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, (iii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing, and ( iv) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions with respect to this matter, please contact Irving Rothstein of Feder Kaszovitz LLP at (212) 888-8200.

Sincerely,

JAKKS Pacific, Inc.

By: /s/ John L. Kimble

John L. Kimble

Chief Financial Officer

United States securities and exchange commission logo
October 26, 2022
Stephen Berman
Chief Executive Officer
Jakks Pacific Inc.
2951 28th Street
Santa Monica, California 90405
Re:Jakks Pacific Inc
Registration Statement on Form S-3
Filed October 20, 2022
File No. 333-267958
Dear Stephen Berman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Irving Rothstein

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JAKKS PACIFIC, INC.

2951 28th Street

Santa Monica, California 90405

(424) 268-9444

July 28, 2022

VIA EDGAR AND EMAIL

Securities and Exchange Commission

100 F Street, N.E.

Division of Corporate Finance

Office of Manufacturing

Washington, D.C. 20549

Attention: Gregory Herbers, Esq.

			Re:
			JAKKS Pacific, Inc. (the “Company”)

			Registration Statement on Form S-3

			Filed July 1, 2022

			File No. 333-266009

Dear Mr. Herbers:

This letter shall serve as the request of the Company, pursuant to Rule 461, to accelerate the effectiveness of the above-referenced registration statement to Friday, July 29, 2022, 5:15PM, or the soonest practicable time thereafter.

The Company herewith acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in this filing, (ii) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, (iii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing, and ( iv) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions with respect to this matter, please contact Irving Rothstein of Feder Kaszovitz LLP at (212) 888-8200.

Sincerely,

JAKKS Pacific, Inc.

By: /s/ John L. Kimble

John L. Kimble

Chief Financial Officer

United States securities and exchange commission logo
July 12, 2022
Stephen Berman
Chief Executive Officer
JAKKS Pacific Inc
2951 28th St.
Santa Monica, California 90405
Re:JAKKS Pacific Inc
Registration Statement on Form S-3
Filed July 1, 2022
File No. 333-266009
Dear Mr. Berman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Irving Rothstein

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JAKKS Pacific, Inc.

2951 28th Street

Santa Monica, California

(424) 268-9444

October 28, 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

 Re: Acceleration Request

JAKKS Pacific, Inc.

Registration Statement on Form S-3

(File No. 333-233665)

Dear Ms. Block and Ms. Nicholson:

Pursuant to Rule 461(a) under the Securities
Act of 1933, as amended, JAKKS Pacific, Inc. (the “Company”) hereby requests that the effectiveness of the Registration
Statement on Form S-3 (Registration No. 333-233665) (the “Registration Statement”) be accelerated so
that it will become effective no later than 9:00 a.m. Washington, D.C. time on Wednesday, October 30, 2019, or as soon thereafter
as practicable.

The Company confirms that:

 (i) should the Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated
authority, declare the Registration Statement effective, such action does not foreclose the Commission from taking any action with
respect to the Registration Statement;

 (ii) the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

 (iii) the Company may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We request that we be notified of such effectiveness
by a telephone call to Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5122 and that such effectiveness
also be confirmed in writing.

Please contact the undersigned at (424) 268-9444
or Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5122 if there are any questions regarding this
matter.

[Signature Page Follows]

    Sincerely,

    JAKKS Pacific, Inc.

    By:
    /s/ Stephen G. Berman

    Name: Stephen G. Berman

    Title:  Chief Executive Officer

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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

-----------

BOSTON

CHICAGO

HOUSTON

NEW
YORK

PALO
ALTO

WASHINGTON,
D.C.

WILMINGTON

-----------

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,

September 23, 2019
Stephen Berman
Chief Executive Officer
JAKKS Pacific, Inc.
2951 28th Street
Santa Monica, CA 90405
Re:JAKKS Pacific, Inc.
Registration Statement on Form S-3
Filed September 6, 2019
File No. 333-233665
Dear Mr. Berman:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed September 6, 2019
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

 FirstName LastNameStephen Berman
 Comapany NameJAKKS Pacific, Inc.
 September 23, 2019 Page 2
 FirstName LastName
Stephen Berman
JAKKS Pacific, Inc.
September 23, 2019
Page 2
a primary offering, please tell us why you believe you are eligible to register this
transaction as a primary offering on Form S-3.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Susan Block at 202-551-3210 or Laura Nicholson at 202-551-3584 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
1
filename1.htm

JAKKS PACIFIC, INC.

2951 28th Street

Santa Monica, California 90405

(424) 268-9444

July 12, 2017

VIA EDGAR AND EMAIL

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Julie Griffith, Esq.

 Re: JAKKS Pacific, Inc. (the “Company”)

Registration Statement on Form S-3

Filed June 30, 2017

File No. 333-219128

Dear Ms. Griffith:

This letter shall serve as the request
of the Company, pursuant to Rule 461, to accelerate the effectiveness of the above-referenced registration statement to Friday,
July 14, 2017, 4:30PM EST, or the soonest practicable date thereafter.

The Company herewith acknowledges that
(i) the Company is responsible for the adequacy and accuracy of the disclosure in this filing, (ii) should the Commission or the
staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing, (iii) the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing, and ( iv) the Company may not assert staff comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions
with respect to this matter, please contact Irving Rothstein of Feder Kaszovitz LLP at (212) 888-8200.

    Sincerely,

    JAKKS Pacific, Inc.

    By:
    /s/ Joel M. Bennett

    Joel M. Bennett

    Chief Financial Officer

Mail Stop 3561       July 10, 2017

Stephen G. Berman
Chief Executive Officer
JAKKS Pacific, Inc.
2951 28th Street
Santa Monica, CA 90405

Re: JAKKS Pacific, Inc.
  Registration Statement on Form S-3
Filed  June 30, 2017
  File No.  333-219128

Dear Mr. Berman :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Julie Griffith at 202 -551-3267  with any questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

November 1, 2012

Via E -Mail
Mr. Joel M. Bennett
Chief Financial Officer
JAKKS  Pacific, Inc.
22619 Pacific Coast Highway
Malibu, California 90265

Re: JAKKS  Pacific, Inc.
 Form 10-K for  the Year Ended December 31, 2011
Filed March 15, 2012
Form 10 -Q for the Quarter Ended June 30, 2012
Filed August 7, 2012
File No. 001 -35448

Dear Mr. Bennett :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and 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 urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and a ll applicable rules require.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

[JAKKS Letterhead]

October 30, 2012

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, 2011

Filed March 15, 2012

Form 10-Q for the Quarter Ended June 30, 2012

Filed August 7, 2012

File No. 001-35448

Dear Ms. Cvrkel:

This letter shall serve to respond to the questions
and comments contained in the Commission’s letter to the Company dated October 16, 2012 regarding its review of the above-referenced
Forms 10-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, 2011

Item 6. Selected Financial Data, page 23

 1. Please revise to disclose cash dividends declared per
common share. See guidance in Item 301 of Regulation S-K.

Response:

In
our future applicable filings, we will revise our disclosure to include cash dividends declared per common share.

    Ms. Linda Cvrkel
October 30, 2012
Page 2

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

Liquidity and Capital Resources, page 35

 2. Please revise to expand your liquidity discussion to
cover the three-year period covered by the financial statements, using year-to-year comparisons or any other format to enhance
the reader’s understanding. Refer to Instruction 1 to paragraph 303(a) of Regulation S-K.

Response:

In
our future applicable filings, we will revise our disclosure to expand the liquidity discussion in an understandable fashion to
cover the three-year period covered by the financial statements.

 3. We note from your disclosure in Note 12 that you have
cumulative undistributed earnings of non-U.S. subsidiaries that are considered to be permanently reinvested outside the U.S. and
for which additional tax expense may be incurred if these earnings are repatriated to the U.S. Please revise the liquidity section
of MD&A to disclose the amount of cash and short term investments held by foreign subsidiaries; a statement that you would
need to accrue and pay taxes if repatriated; and a statement that you do not intend to repatriate the funds, if true.

Response:

In
our future applicable filings, we will revise our disclosure in the liquidity section of MD&A to include disclosure
of the amount of cash and short term investments held by foreign subsidiaries; along with a statement that we would need to accrue
and pay taxes if repatriated; and a statement that we do not intend to repatriate the funds.

 4. Please revise to disclose an estimate of your expected
capital expenditures for the upcoming fiscal year.

Response:

In
our future applicable filings, we will revise our disclosure to include an estimate of our expected capital expenditures for the
upcoming fiscal year.

Notes to the Financial Statements

Note 12. Income Taxes, page 61

 5. We note from the reconciliation of the provision (benefit)
for income taxes to the U.S. federal statutory rate that the effect of differences in U.S. and foreign statutory rates is 1031.8%
in 2011. Please explain to us the reasons why the difference is so significant in 2011 relative to prior years. Also, please tell
us the nature of the “other” reconciling item which is 46.2% for the year ended December 31, 2011.

    Ms. Linda Cvrkel
October 30, 2012
Page 3

Response:

For
2011, the company had pre-tax income from Hong Kong of approximately $30 million with an overall worldwide loss of $540,000.  The
Hong Kong statutory rate is 16.5% and difference between the Hong Kong statutory rate and the US statutory rate of 35% is 18.5%.
 The tax effect of differences in U.S. and foreign statutory rates would be 18.5% of $30 million, or $5.5 million.  This
compared to the worldwide loss of $540,000 creates a significant difference of 1031.8%. In prior years, Hong Kong income was compared
as a percentage to worldwide income, not loss, and therefore, the percentage relationship was "normalized" compared
to the current year.

Please find the detail of the "other" reconciling item that totaled to 46.2%.

    Meals & Entertainment
    -28.4%

    Donations
    5.6%

    Section 162(m)
    -10.7%

    Hong Kong Options
    -10.4%

    2011 Installment Sale Interest
    -2.4%

    -46.2%

 6. We note your disclosure that you have cumulative undistributed
earnings of non-US subsidiaries for which U.S. taxes have not been provided and that these earnings are intended to be permanently
reinvested outside the US. Please revise to disclose the amount of the undistributed earnings of foreign subsidiaries. See guidance
in ASC 740-30-50.

Response:

In our future applicable filings, we will revise
our disclosure to include the amount of undistributed earnings of foreign subsidiaries.

Note 19. Selected Quarterly Financial Data (Unaudited),
page 72

 7. We note your quarterly income (loss) from operations
includes significant fluctuations in amounts between quarters, particularly during 2011. Please revise to disclose the nature
of any unusual or infrequent items that impacted your quarterly results of operations for the various periods presented. Refer
to the requirement outlined in Item 302(a)(3) of Regulation S-K.

Response:

In our future applicable
filings, we will revise our disclosure to disclose the nature of any unusual or infrequent items that impacted our quarterly results
of operations for the various periods presented.

    Ms. Linda Cvrkel
October 30, 2012
Page 4

Schedule II – Valuation and Qualifying Accounts,
page 75

 8. We note during the year ended December 31, 2011, reserves
for sales returns and allowances increased from $28.3 million to $43.4 million or 53%, and that you charged approximately $68
million to the income statement, an increase of $15.5 million or 29.5% over the amount charged in the prior year. In accordance
with Item 303(A)(3)(ii) of Regulation S-K, you are required to describe within MD&A any known trends or uncertainties that
have had or that you reasonably expect will have a material favorable or unfavorable impact on net sales or revenues or income
from continuing operations. Additionally, events that will cause a material change in the relationship between costs and revenues
shall also be disclosed. Given the significant increase during fiscal 2011, please explain to us and revise MD&A to explain
the nature and underlying business reason(s) for the increase in the reserve at December 31, 2011 and the amount recognized during
the year and whether the trend is expected to continue.

Response:

Markdowns are negotiated credits provided to our customers
on a one-off basis. Higher than historical levels of markdowns requiring reserves were granted to some of our largest customers
in the fourth quarter of 2011 due the slowdown of sales of our toy products at retail and in light of the levels of inventory held
by our customers. At this time, inventory levels at retail are not considered excessive and the rate of sale at retail is adequate
such that a higher than historical level of markdowns is not anticipated. In our future applicable filings, we will revise our
MD&A to explain the nature and underlying business reason(s) for the increase in the reserve at December 31, 2011 and the amount
recognized during the year and whether the trend is expected to continue.

Form 10-Q for the Quarter Ended June 30, 2012

Note 16. Subsequent Events, page 19

 9. We note your disclosure that on July 26, 2012 you completed
the acquisition of Maui, Inc. for $32 million cash plus contingent payments in an amount up to an additional $33 million. Please
tell us the acquisition date fair value of the total consideration transferred, including an explanation of how you determined
the fair value of the contingent consideration. Also, please tell us how you allocated the total purchase price to the acquired
assets, liabilities and intangible assets.

Response:

The acquisition date fair value of the total consideration
transferred amounted to approximately $55.6 million as determined by the amount of cash paid, liabilities assumed and the aggregate
of the earn-out payments likely to be earned. The fair value of the contingent consideration includes the present value of the
aggregate of the three years earn-out payments of $18 million, but excludes a portion of the earn-out potential that is not considered
likely to be earned. The purchase price allocation is being finalized with the intangibles assets being valued by an independent
third party valuation expert.

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 the 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,

    Joel M. Bennett

    Chief Financial Officer

October 16 , 2012

Via E -Mail
Mr. Joel M. Bennett
Chief Financial Officer
JAKKS  Pacific, Inc.
22619 Pacific Coast Highway
Malibu, California 90265

Re: JAKKS  Pacific, Inc.
 Form 10-K for  the Year Ended December 31, 2011
Filed March 15, 2012
Form 10 -Q for the Quarter Ended June 30, 2012
Filed August 7, 2012
File No. 001 -35448

Dear Mr. Bennett :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please r espond to this letter within 10  business days by confirming that you will revise
your document in future filings (unless otherwise indicated)  and providing any  requested
information.   If you do not believe our comments apply to your facts and circumstances, please
tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Form 10 -K for the Year Ended December 31, 2011

Item 6. Selected Financial Data, page 23

1. Please revise to disclose cash dividends declared per common share.  See guidance in
Item 301 of Regulation S -K.

Mr. Joel M. Bennett
JAKKS  Pacific, Inc.
October 16 , 2012
Page 2

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

Liquidity and Capital Resources, page 35

2. Please revise to expand your liquidity discussion to cover the three -year period covered
by the financial statements, using year -to-year comparisons or any other format to
enhance the reader’s understanding.  Refer to Instruction 1 to paragraph 303(a) of
Regulation S -K.

3. We note from your disclosure in Note 12 that you have cumulative undistributed earnings
of non -U.S. subsidiaries that are considered to be permanently reinvested outside the U.S.
and for which additional tax expense may be incurred if th ese earnings are repatriated to
the U.S.  Please revise the liquidity section of MD&A to disclose the amount of cash and
short term investments held by foreign subsidiaries; a statement that you would need to
accrue and pay taxes if repatriated;  and a stat ement that you do not intend to repatriate the
funds , if true .

4. Please revise to disclose an estimate of your expected capital expenditures for the
upcoming fiscal year.

Notes to the Financial Statements

Note 12. Income Taxes, page 61

5. We note from the  reconciliation of the provision (benefit) for income taxes to the U.S.
federal statutory rate that the effect of differences in U.S. and foreign statutory rates is
1031.8% in 2011.  Please explain to us the reasons why the difference is so significant in
2011 relative to prior years.  Also, please tell us the nature of the “other” reconciling item
which is 46.2% for the year ended December 31, 2011.

6. We note your disclosure that you have cumulative undistributed earnings of non -US
subsidiaries for which U.S. taxes have not been provided and that these earnings are
intended to be permanently reinvested outside the US.  Please revise to disclose the
amount of the undistributed earnings of foreign subsidiaries.  See guidance in ASC 740 -
30-50.

Note 19. Selec ted Quarterly Financial Data (Unaudited), page 72

7. We note your quarterly income (loss) from operations includes significant fluctuations in
amounts between quarters, particularly during 2011.  Please revise to disclose the nature
of any unusual or infrequ ent items that impacted your quarterly results of operations for
the various periods presented. Refer to the requirement outlined in Item 302(a)(3) of
Regulation S -K.

Mr. Joel M. Bennett
JAKKS  Pacific, Inc.
October 16 , 2012
Page 3

 Schedule II – Valuation and Qualifying Accounts, page 75

8. We note during the year ended  December 31, 2011, reserves for sales returns and
allowances increased from $28.3 million to $43.4 million or 53%, and that you charged
approximately $68 million to the income statement, an increase of $15.5 million or
29.5% over the amount charged in the  prior year.  In accordance with Item 303(A)(3)(ii)
of Regulation S -K, you are required to de scribe  within MD&A  any known trends or
uncertainties that have had or that you reasonably expect will have a material favorable or
unfavorable impact on net sales or revenues or income from continuing operations .
Additionally,  events that will cause a material change in th e relationship between costs
and revenues  shall also be disclosed.   Given the significant increase during fiscal 2011,
please explain to us and revise MD&A to explain the nature and underlying business
reason(s) for the increase in the reserve at December 31, 2011 and the amount recognized
during the year and whether the trend is expected to continue.

Form 10 -Q for the Qtr Ended June 30, 2012

Note 16. Subsequent Events, page 19

9. We note your disclosure that on July 26, 2012 you completed the acquisition of Maui,
Inc. for $32 million cash plus contingent payments in an amount up to an additional $33
million.  Please tell us the acquisition date fair value of the total consideration  transferred,
including an explanation of how you determined the fair value of the contingent
consideration.  Also, please tell us how you allocated the total purchase price to the
acquired assets, liabilities and intangible assets.

We urge all persons  who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its manageme nt are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging  that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

 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.

Mr. Joel M. Bennett
JAKKS  Pacific, Inc.
October 16 , 2012
Page 4

 You may contact  Claire Erlanger  at (202) 551 -3301  or Jean Yu  at (202) 5 51-3305  if you
have questions regarding comments on the financial statements and related matters.  You may
also contact me at (202) 551 -3813.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
         February  7, 2011

Via U .S. Mail
Mr. Joel M. Bennett , Chief Financial Officer
JAKKS Pacific, Inc.
22619 Pacific Coast Highway
Malibu, California 90265

Re: JAKKS Pacific, Inc.
 Form 10- K for the year ended December 31, 2009
Filed  March 17 , 2010
 File No.  000-28104

Dear  Mr. Bennett :

We have completed our review of your Form 10- K and related filings and do not, at this time,
have any further comments.

Sincerely,

  Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

    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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
         December 20 , 2010

Via U .S. Mail
Mr. Joel M. Bennett , Chief Financial Officer
JAKKS Pacific, Inc.
22619 Pacific Coast Highway
Malibu, California 90265

Re: JAKKS Pacific, Inc.
 Form 10- K for the year ended December 31, 2009
Filed  March 17 , 2010
 File No.  000-28104

Dear  Mr. Bennett :

We have reviewed your filings and have the following comments.  Unless otherwise indicated,
we think you should revise your document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may  better understand your
disclosure.  After reviewing this information, we may raise additional comments.
 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhanc e the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corresp” w ith a copy to the staff .  Please respond
within ten (10) business days.

Mr. Joel  M. Benne tt, CFO
JAKKS Pacific, Inc.
December 20 , 2010
Page 2

  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.

Note s 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 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 your relied upon which
supports the basis for your accounting treatment.

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 e ach
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.
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.    In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

Mr. Joel  M. Benne tt, CFO
JAKKS Pacific, Inc.
December 20 , 2010
Page 3

  the company is responsible for  the adequacy and accuracy of the disclosure in the filing;

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

 the company may not assert staff comm ents as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of  the Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Heather Clark at 202- 551-3624 or Jean Yu at 202- 551-3306 if you have
questions regarding comments on the financial statements and related matters.  Please  contact m e
at 202- 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief

Mail Stop 3561         November 30, 2009 Via Fax & U.S. Mail

 Mr. Jack Friedman Chief Executive Officer  JAKKS Pacific Inc. 22619 Pacific Coast Highway Malibu, CA 90265
Re: Jakks Pacific, Inc.  Form 10-K for the year ended December 31, 2008
Filed March 2, 2009
 File No. 0-28104

Dear Mr. Friedman:

We have completed our review of your Form 10-K noted above and do  not, at this time,
have any further comments.

Sincerely,

Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

    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

Mail Stop 3561         June 29, 2009  Via Fax & U.S. Mail

 Mr. Jack Friedman Chief Executive Officer  JAKKS Pacific Inc. 22619 Pacific Coast Highway Malibu, CA 90265
Re: Jakks Pacific, Inc.  Form 10-K for the year ended December 31, 2008
Filed March 2, 2009
 File No. 0-28104

Dear Mr. Friedman:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revise  your future filings in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewi ng this information, we may
raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about ou r comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropria te, advise the staff of  your reason.  Your
response should be submitted in electronic fo rm, under the label “corresp” with a copy to
the staff.  Please respond w ithin ten (10) business days.

Mr. Jack Friedman
JAKKS Pacific Inc. June 29, 2009 Page 2

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 form ed with THQ entered into
a license agreem
ent with the WWE under which it acquired the exclusive
worldwide right to publish WWE video ga mes 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 a dditional five years pr ovided that there is
an absence of a material br each 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
consequence to your business, future st atement 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.
 Part I, page 2

 Item 1A.  Risk Factors, page 11

2. In future filings, please remove the referen ces in your first paragraph that the risk
factors listed in your annual report on For
m 10-K are “illustrative” of the risks
and uncertainties that may arise or revise to clarify that you have discussed all
known material risks.
 Quarterly Fluctuations and Seasonality, page 33

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

Mr. Jack Friedman
JAKKS Pacific Inc. June 29, 2009 Page 3

Part III, page 64

 Elements of Executive Compensation, page 67

4. We note the disclosure on page 67 th at the Compensation Committee has
“negative discretion” to adjust perfor mance results used to determine annual
incentive and the vesting schedule of l ong-term incentive awards.  In future
filings, please describe the negative di scretion 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 pe rform ance targets, including the targeted
level of your adjusted earnings per share for your annual cash incentive
compensation and the share growth target s for acceleration of  the vesting period
of restricted stock awards, which must  be achieved in order for your executive
officers to earn their incentive compen sation.  To the extent you believe that
disclosure of the targets is not require d because it would result in competitive
harm such that the targets could be exclude d 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.  Ge neral statements regarding the level
of difficulty, or ease, associated w ith achieving performance goals either
corporately or individually  are not sufficient.

Management Discussion and Analysis

6. We note that you have recently experienced declines in the trading v alue of your
outstanding common shares, which has resulted in the Company’s market
capitalization being significantly less than the Co mpany’s recorded book value of
its net assets.  We also note that your book value at December 31, 2008 and
March 31, 2009 include 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 explai n 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

Mr. Jack Friedman
JAKKS Pacific Inc. June 29, 2009 Page 4

future filings how the aforementione d was considered in your goodwill and
intangible assets impairment analysis.  As  part of your response, please provide us
with your proposed future disclosure.

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 receivab
le 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 fort h under the original joint venture
agreement.  In this regard, please tell us why you believe it is appropriate to recognize income using the ra tes 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 the quarter ended March 31, 2009, and provide us with your basis for the accounting treatment used as it is unclear to us how you
conclude that realization of  such amounts is probable in light of THQ’s position.
As part of your response, specifically  cite what amounts would have been
recognized should THQ’s position prevail.  Also, cite what consideration might
be given by the arbitrator to the curre nt unfavorable economic conditions as
compared to those that existed prior to the renewal period.  We may have further
comment upon reviewing your response.
8. Reference is made to the joint venture with THQ.  In this regard, please tell us if this joint venture is  a variable in terest entity as defi ned by FIN 46(R), supported
with your basis for your conclu sion.  If this joint ventur e with THQ is a variable
interest entity, please provide  us with and revise future  f
ilings to include in your
notes to your financial statements the disclosures outlined in Appendix C of FSP No.  FAS 140-4 and FIN 46(R)-8, with rega rds to this ownership interests in a
variable interest entity.

Mr. Jack Friedman
JAKKS Pacific Inc. June 29, 2009 Page 5

Item 9A. Controls and Procedures

Evaluation of Disclosure Cont rols and Procedures, page 62

9. We note from your disclosure that you have concluded that as of the end of the
period covered by this Annua l Report, your disclosure controls and procedures
were adequate and effective to ensure th at information required to be disclosed by
you in the reports you file or subm it with the Securities and Exchange
Commission is recorded, processed, summarized and reported within the time
periods specified in the Securities and Ex change Commission’s rules and forms.
In future 10-Ks and 10-Qs, please revi se the conclusion of your principle
executive and financial officers regardi ng the effectiveness of your disclosure
controls and procedures to encompass the entire definition of disclosure controls
and procedures in Exchange Act Rules 13a-15(e) and 15d-15(e), or simply state, if true, that such officers concluded that  your disclosure controls and procedures
were effective as of the end of the peri od covered by the report. Refer to Item 307
of Regulation S-K.
 Form 10-Q for the quarterly period ended March 31, 2009

 Financial Statements

Note 1 – Basis of Presentation, page 5

10. We note from your disclosure that e ffective January 1, 2009, you changed the
deprecation m
ethodology for molds and t ools used in the manufacturing of
products from a straight-line basis to a usage ba sis.  In this regar d, please tell us if
this change in accounting principle was made retrospectively as prescribed by
paragraph 15 of SFAS No. 154.  Also, please provide us with and revise the notes
to your financial statements to include the disclosures outlined in paragraph 17 of
SFAS 154 or tell us why you believe these disclosures are not required.

Note 16 – Litigation, page 15 and 16

11. We note from your disclosure that WWE  fil ed several lawsuits against the
Company and your joint venture with THQ.   In the “WWE Action” as described
in your disclosure on page 18 of Form 10-K for the fiscal year ended December

Mr. Jack Friedman
JAKKS Pacific Inc. June 29, 2009 Page 6

31, 2008, it appears that among other things , WWE  is declaring that the video
game license with the joint venture and an amendment to your toy licenses with
WWE are void and unenforceable.  In th e “JV action,” WWE seeks, among other
things, a declaration that WWE is entitled to terminate the video game license in
connection with sales of WWE video games in Japan and other countries in Asia
and monetary damages.  Considering th e significant impact that these business
relationships with the WWE have on your re sults of operations, please revise your
MD&A in future filings to quantify th e potentially adverse consequence to your
business, future statement of position, futu re results of operations and future cash
flows if WWE prevails in each of its claims against you, THQ and the joint
venture with THQ.  Also, as it relates to the aforementioned, please separately
disclose the potentially adve rse consequence to your futu re statement of position,
future results of operations and cash fl ows if you are require d to indemnify THQ
and Mr. Farrell in the event that WWE pr evails on any of its claims against THQ
and Mr. Farrell.  As part of your response, please provide us with your proposed future disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 Results of Operations, page 19

12. We from your disclosure that the decrease  in net sales for th e Traditional Toys
segm
ent in the first quarter of 2009 as co mpared to the first quarter of 2008 was
primarily due to lower sales of several products and / or bra nds (see page 20 for
the list of products and brands).  In th is regard, please quan tify each material
factor (i.e. such as price change and / or volume changes) at tributable to each
product or brand, and discus s and quantify separately the effect on operations
attributable to each material factor causi ng the aggregate change in net sales from
period to period.  Also, discuss the nature of or reason for the change in each
material factor associated with the period-over-period change separately for each product or brand.  Your cost of sales an alysis for the Traditional Toys segment
should also be revised accordingly to di scuss for example the reason or factors
that caused your product mix to change, causing more sales of higher cost

Mr. Jack Friedman
JAKKS Pacific Inc. June 29, 2009 Page 7

products, which decreased your 2009 gro ss margins.  You should not only
identify that you experienced more sales of  higher product cost items, but should
also analyze the reason underlying this peri od-over-period change in product mix.
The analysis should reveal underlying mate rial causes of the matters described
and any future impact on operating resu lts.  A thorough analysis involves
discussing both
the intermediate effects of thos e material factors and the reason
underlying those intermediate effects associ ated with the material causes for the
change from period to period.  You s hould provide enough information in your
analysis to enable investors to see the company through the eyes of management.
Please consider the above comment for a ll your disclosures in your results of
operation section within MD&A.  See It em 303 of Regulation S-K and FR-72 for
guidance.

Other
13. We urge all persons who are responsible for the accuracy and adequacy of the
disclosu
re in the filing to be certain that the filing includes all information
required under the Securitie s Exchange Act of 1934 and that they have provided
all information investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
‚ staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from taking any action with respect to the filing;
and
‚ 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.  In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Jack Friedman
JAKKS Pacific Inc. June 29, 2009 Page 8

You may contact Effie Simpson at (202) 551-3346, or Jeff Jaramillo at (202) 551-
3212 if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel Branch Chief

Via Facsimile: Mr. Joel M. Bennett, CFO   (310) 455-6352

Mail Stop 3561          September 24, 2007   Via U.S. Mail

 Mr. Jack Friedman, Chief Executive Officer Jakks Pacific, Inc. 22619 Pacific Coast Highway Malibu, California 90265

Re: Jakks Pacific, Inc.
 Form 10-K for the year ended December 31, 2006
Filed March 16, 2007
 File No. 000-28104

Dear Mr. Friedman:

 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

       S i n c e r e l y ,           L i n d a  C v r k e l         B r a n c h  C h i e f

CORRESP
1
filename1.htm

    [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

Mail Stop 3561

        August 1, 2007

Via Fax & U.S. Mail

Mr. Jack Friedman, Chief Executive Officer
Jakks Pacific, Inc.
22619 Pacific Coast Highway
Malibu, California 90265

Re: Jakks Pacific, Inc.
 Form 10-K for the year ended December 31, 2006
Filed March 16, 2007
 File No. 000-28104

Dear Mr. Friedman:

We have reviewed your filing solely for th e issues identified below and have the
following comments.  Unless otherwise indi cated, we think you should revise your
document in future filings in response to these comments.  If you disagree, we will
consider your explanation as to why our co mments are inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response
should be submitted in electronic form, under the label “corresp” with a copy to the staff.
Please respond within ten (10) business days.

Mr. Jack Friedman
Jakks Pacific, Inc.
July 31, 2007 Page 2
Annual Report on Form 10-K for the year ended December 31, 2006

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

1. We note that your critical accounting polic ies do not address specific estimates
management makes in relation to each po licy.  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 reasona bly likely to change in the future;
and
• Evaluate the sensitivity to change  of critical accounting policies.

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

2. We note that with respect to your preferre d 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 pref erred return based on the same rates
set for under the original joint venture agr eement.  In this regard, please tell us
why you believe it is appropriate to r ecognize 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 mo reover arbitration.
Please quantify for us the amount of the pref erred return relating to the six months
ended December 31, 2006 that has been rec ognized within your statements of
operations.  Further, we not e 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 recogn ized income from
the joint venture in the amount of $1.5 m illion.  Please provide us with the basis
for your accounting treatment as it is unc lear to us how you conclude that
realization of such amounts at Marc h 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.

Mr. Jack Friedman
Jakks Pacific, Inc.
July 31, 2007 Page 3
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 negotia tions and whether a new preferred return
agreement with THQ has been reache d.  We may have further comment upon
receipt of your response.

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 reconciliati on and the narrative required by section
2.02 of Form 8-K.  Furthermore, the sta ff 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.

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

4. We note several news articles in Marc h 2007 regarding the voluntary recall of
battery packs associated w ith one of your products.  Please tell us why you did not
disclose information concerning the recal l 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.

********

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes all information required under the
Securities Exchange Act of 1934 and that they  have provided all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

Mr. Jack Friedman
Jakks Pacific, Inc.
July 31, 2007 Page 4

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

‚ 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Heather Clar k at 202-551-3624 or Jean Yu  at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please
contact me at 202-551-3813 w ith any other questions.

Sincerely,

Linda Cvrkel
Branch Chief

Mail Stop 3561
        October 18, 2006

Via Fax & U.S. Mail

Mr. Joel M. Bennett
Executive Vice President and Chief Financial Officer
22619 Pacific Coast Highway
Malibu, California 90265

Re: JAKKS Pacific, Inc.
 Form 10-K for the year ended December 31, 2005
Filed March 16, 2006
 File No. 000-28104

Dear Mr. Bennett:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

      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

Mail Stop 3561
        October 2, 2006

Via Fax & U.S. Mail

Mr. Joel M. Bennett
Executive Vice President and Chief Financial Officer
22619 Pacific Coast Highway
Malibu, California 90265

Re: JAKKS Pacific, Inc.
 Form 10-K for the year ended December 31, 2005
Filed March 16, 2006
 File No. 000-28104

Dear Mr. Bennett:

We have reviewed your response letter  dated September 22, 2006 and have the
following comments.  Unless otherwise indi cated, we think you should revise your
document in future filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

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

Mr. Joel M. Bennett
JAKKS Pacific, Inc.
October 2, 2006 Page 2

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 disc losure in future filings to clarify the
nature of these option repricings a nd 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 prio r 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 fo r purposes of basic earnings per share
calculations and tell us where the shar es are included in the column on the
statements of stockholders ’ equity titled “common st ock, number of shares.”

Other

3. As previously requested, please provide, in  writing, a statement from the company
acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advised that the Di vision of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our
review of your filing or in response to our comments on your filing.

********

Mr. Joel M. Bennett
JAKKS Pacific, Inc.
October 2, 2006 Page 3

   You may contact Claire Erlanger at  (202) 551-3301 or Lyn Shenk at (202)
551-3380 if you have questions regarding comm ents on the financial statements and
related matters.  Please contact me at  (202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

      Unassociated Document

    [JAKKS
      Letterhead]

    September
      22, 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")

                Form
                  10-K for the year ended December 31, 2005, Filed March 16,
                  2006

                  Form
                    10-Q for the quarter ended March 31, 2006, Filed May 2,
                    2006

                    Form
                      10-Q for the quarter ended June 30, 2006, Filed August 7,
                      2006

    Dear
      Ms.
      Erlanger:

    This
      letter shall serve to respond to the questions and comments contained in the
      Commission's letter to the Company dated August 30, 2006 regarding its review
      of
      the above-referenced Forms 10-K and 10-Q.

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

    Form
      10-K for the year ended December 31, 2005

    Item
      6. Selected Financial data, page 26

    1.    Please
      revise future filings to either disclose or cross-reference to a discussion
      thereof, any factors that materially affect the comparability of the information
      provided in your Selected Financial Data. Such items may include, but not be
      limited to, business acquisitions or dispositions, accounting changes or other
      significant or unusual items which may be helpful to an investor’s understanding
      of the selected financial data. Refer to the requirements of Item 301 of
      Regulation S-K.

    We
      will,
      in our future applicable filings, either disclose or cross-reference to a
      discussion thereof, any factors that materially affect the comparability of
      the
      information provided in our Selected Financial Data, which may include, but
      will
      not be limited to, business acquisitions or dispositions, accounting changes
      or
      other significant or unusual items which may be helpful to an investor’s
      understanding of the Selected Financial Data.

    Consolidated
      Financial Statements

    Consolidated
      Statements of Income, page 41

    2.    We
      note that you have netted interest income and interest expense on the fact
      of
      your consolidated statements of income. In light of your disclosure on page
      30
      of your MD&A, which indicates that interest expense is material, please
      revise your presentation in future filings to present interest income and
      interest expense on separate line items. See Rule 5-03(b)(7-9) of Regulation
      S-X.

    We
      will
      include in our future applicable filings the presentation of interest income
      and
      interest expense on separate line items.

    Notes
      to the Financial Statements

    Note
      2. Summary of Significant Accounting Policies - Stock Option Plans, page
      48

    3.    We
      note your disclosure that certain options have been repriced resulting in
      compensation adjustments, which have been reflected in net income. Please
      provide us with the nature and details of any option repricings and resulting
      compensation adjustments that occurred during the three years ended
      December 31, 2005.

    On
      October 30, 2000, our Board of Directors resolved that (i) each of the options
      to purchase 1,846,194 shares of our common stock that were outstanding as of
      such date (the “Options”) be amended to reset their exercise price to $7.875;
      and (ii) the number of shares to be issued upon the exercise price of the
      Options be decreased pro rata; provided, that neither of the foregoing changes
      would occur unless the holder of an Option consented to such changes. In total,
      the holders of Options to purchase 1,717,324 shares (or 93.0% of the total
      number of Options) participated in such repricing, so that the total number
      of
      shares underlying the Options was reduced from 1,717,324 shares to 1,384,609
      shares. As a result, effective as of October 30, 2000, we began to account
      for
      any repriced Options using the variable method pursuant to APB 25 and FIN 44,
      which resulted in charges or credit to compensation expense based on
      fluctuations in the market price of our common stock for the three years in
      the
      period ended December 31, 2005, as follows:

            2003

            $

              6,292

            2004

            $

              5,364,540

            2005

            $

              (1,706,287

            )

    Note
      14. Common Stock, Preferred Stock and Warrants, page 61

    4.    (i)    We
      note that during 2004 and 2005 shares of restricted stock were issued to certain
      executives and directors. Please tell us and disclose in future filings the
      nature of the vesting provisions of the stock, and your method of recording
      compensation expense and deferred compensation.

    We
      will
      disclose in all future applicable filings the nature of the vesting provisions
      of our restricted stock and our method of recording compensation expense and
      deferred compensation. The following would be an example of such disclosure
      for
      2004 and 2005:

    Executive
      Officers -

    In
      accordance with their respective Employment Agreements, Jack Friedman and
      Stephen Berman were each granted the
      right
      to be issued an aggregate of 1,080,000 shares of restricted stock. The first
      tranche of restricted stock (240,000 shares for each of Messrs. Friedman and
      Berman), was granted at the time the agreements became effective in 2003, and
      120,000 shares were granted to each of them on each of January 1, 2004 and
      2005. No
      other
      executive officers were issued any shares of restricted stock in 2004 and 2005.

    In
      the
      subsequent years of their respective employment terms, Messrs. Friedman and
      Berman will each receive 120,000 shares of restricted stock.

    The
      vesting of each tranche of restricted stock is subject to our achieving pre-tax
      income in excess of $2,000,000 in the fiscal year that the grant is made (which
      we achieved in each of 2004 and 2005). Each tranche of restricted stock granted
      or to be granted from January 1, 2004 through January 1, 2008 is
      subject to a two-year vesting period, which may be accelerated to one year
      if we
      achieve certain earnings per share growth targets (which we achieved in 2004
      and
      2005). Each tranche of restricted stock to be granted thereafter through
      January 1, 2010, is subject to a one-year vesting period.

    Directors
      -

    In
      accordance with the terms of our 2002 Incentive Equity Plan, our non-employee
      directors were issued on each of January 1, 2004 and 2005, 1,000 shares of
      our
      restricted stock, which shares vested on the one-year anniversary of their
      date
      of grant (subject to the director in question still serving in such capacity
      as
      of such one-year anniversary).

    Method
      of
      Recording Compensation Expense and Deferred Compensation -

    Upon
      granting of the restricted stock, all weighted shares of restricted stock are
      included in our basic and diluted earning per share calculation. At the grant
      date, restricted stock is booked as Deferred Compensation and the offset is
      booked to Common Stock and Additional Paid-In Capital. Throughout the year,
      the
      Deferred Compensation is reduced with an offset to restricted stock expense.
      Effective with the implementation of FAS123R, any balance in the Deferred
      Compensation account is netted against Additional Paid-In Capital.

    For
      example, on January 1, 2005, Messrs. Friedman and Berman were each granted
      120,000 shares of restricted stock, of which 60,000 shares vested on January
      1,
      2006 and 60,000 shares are scheduled to vest on January 1, 2007. The following
      is the accounting that took place:

    Debit
Deferred
      Compensation

    Credit    Common
      Stock

    Credit    Additional
      Paid In Capital

    The
      restricted stock expense for each of Messrs. Friedman and Berman was recognized
      as follows:

    Debit
Restricted
      Stock Expense

    Credit    Deferred
      Compensation

    (ii)    Also,
      for the shares of restricted stock that were issued during 2004 and 2005, please
      explain to us why the total value of the shares was expensed during the same
      year the shares of restricted stock were issued.

    Restricted
      stock issued during 2004 and 2005 was fully expensed during the same year the
      shares of restricted stock were issued because of the accelerated vesting
      resulting from the percentage growth of our earnings per share (as described
      in
      (i), above).

    (iii)    Also,
      please tell us the number of shares of restricted stock that have been issued
      but have not vested as of December 31, 2005 and explain to us how you have
      considered these unvested shares in your basic and diluted earnings per share
      calculation.

    As
      of
      December 31, 2005, all shares of restricted stock that had been issued were
      fully vested and included in both our basic and diluted earning per share
      calculation.

    5.    Please
      explain to us the nature of the $5.3 million increase to APIC and charge to
      stock compensation expense during fiscal 2004 which is represented on the
      statements of stockholders’ equity as “compensation for fully vested stock
      options.” Similarly, explain the $1.7 million decrease to APIC and reduction to
      stock compensation expense during fiscal 2005.

    Please
      refer to our response to comment #3. The fluctuation in our stock price gave
      rise to the following journal entries:

    Year
      2004:    Debit    Compensation
      for fully vested options

              Credit    Additional
      Paid-In Capital

    Year
      2005:    Debit    Additional
      Paid-In Capital

              Credit    Compensation
      for fully vested options

    6.    We
      note that during 2005 you issued 566,546 shares of common stock for
      $4.9 million of cash and restricted stock. Please explain to us when the
      101,002 shares of restricted stock were issued, how you determined or calculated
      their value of $1.7 million, and how you accounted for the exchange of 101,002
      shares for 215,982 shares.

    On
      September 13, 2005, each of Messrs. Friedman and Berman exercised an option
      to
      purchase 107,991 shares of our common stock (or 215,982 shares in the aggregate)
      and, in accordance with the terms of our 1995 Employee Stock Option Plan, as
      amended and restated, each paid the $850,430 exercise price therefor through
      the
      surrender of 50,501 of common stock (or 101,002 shares in the aggregate), based
      upon the closing price of our common stock on September 13, 2005 of $16.84.
      The
      101,002 surrendered shares were charged to Treasury Stock. The 101,002 shares
      of
      restricted stock were initially issued as of January 1, 2004. Simultaneously,
      the 215,982 shares issued pursuant to the option exercise were accounted for
      as
      increases to Common Stock and APIC. Upon the retirement of the surrendered
      101,002 shares, Common Stock and APIC were likewise reduced along with the
      Treasury Stock.

    7.    We
      note that during 2003, you awarded 2,760,000 shares of restricted stock to
      certain executives, of which 396,000 were earned during 2004. Please explain
      to
      us how you have accounted for the 396,000 shares in 2004 including how you
      valued the shares and how they have been accounted for in the statement of
      stockholders’ equity.

    The
      396,000 shares of restricted stock earned in 2004 were charged to compensation
      expense during 2003 and 2004, the service period of such grants, with an offset
      to Deferred Compensation From Restricted Stock Grants, which as of December
      31,
      2004 was nil due to the full vesting of such shares during 2004. As of December
      31, 2003, $789,000 of stock-based compensation relating to 60,000 restricted
      shares that vested on January 1, 2005 was deferred in the stockholders’ equity.
      The value of the shares was determined using the closing stock price on the
      last
      trading day of each of the fiscal years.

    Note
      20- Litigation, page 64

    8.    Please
      revise to disclose, in plain English, the nature of the WWE’s claims against
      you.

    Pursuant
      to your discussion with our counsel, Saul Kaszovitz, on September 13, 2006,
      the
      Commission has revised its request so that we are required to only disclose
      the
      requested information in future filings, rather than amend the Form 10-K.

    We
      will
      disclose in all future applicable filings the nature of the WWE’s claims against
      us in plain English.

    Item
      15. Exhibits, page 82

    9.    Your
      exhibit index does not include reference to material contracts such as
      acquisition, financing, licensing, or joint venture agreements. Please revise
      to
      reference to all material contracts as required by Item 15(b) of Form 10-K
      and
      Item 601(b)(10) of Regulation S-K.

    Pursuant
      to your discussion with our counsel, Saul Kaszovitz, on September 13, 2006,
      the
      Commission has revised its request so that we are required to only disclose
      the
      requested information in future filings, rather than amend the Form
      10-K.

    We
      will
      include in the exhibit index of all future applicable filings references to
      material contracts required by Item 15(b) of Form 10-K and Item 601(b)(10)
      of
      Regulation S-K.

    Form
      10-Q for the quarter ended March 31, 2006

    Balance
      Sheets

    10.    We
      note that your investment in the THQ video game joint venture has decreased
      from
      $10.4 million as of December 31, 2005 to $3.2 million as of March 31, 2006.
      Please explain to us the nature of this decrease.

    Our
      investment in the THQ video game joint venture is comprised of two
      components: (1) our actual investment in the joint venture, with a net book
      value of $2.0 million as of December 31, 2005, that is being amortized over
      the
      life of the underlying license agreement for which the joint venture was
      organized; and (2) an accrual for the preferred return earned by us each
      quarter, which is settled in the following quarter. Accordingly, the reduction
      in the balance in the investment account is primarily due to our receipt of
      the
      payment in the amount of $8.4 million in the quarter ended March 31, 2006 for
      the preferred return earned by us in the fourth quarter ended December 31,
      2005.
      The fourth quarter is typically the highest volume quarter due to the number
      of
      video game titles typically released in the fourth quarter. This resulted
      in the net reduction for the quarter ended March 31, 2006.

    Management’s
      Discussion and Analysis - Results of Operations

    11.    Please
      revise to discuss and analyze results of operations by the operating segments
      disclosed i

Mail Stop 3561
        August 30, 2006

Via Fax & U.S. Mail

Mr. Joel M. Bennett
Executive Vice President and Chief Financial Officer
22619 Pacific Coast Highway
Malibu, California 90265

Re: JAKKS Pacific, Inc.
 Form 10-K for the year ended December 31, 2005
Filed March 16, 2006
 File No. 000-28104

Dear Mr. Bennett:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 31, 2005

Item 6. Selected Financial Data, page 26

1. Please revise future filings to either disclose or cross-reference to a discussion thereof, any factors that materially aff ect the comparability of the information
provided in your Selected Financial Data . Such items may include, but not be

Mr. Joel M. Bennett
JAKKS Pacific, Inc.
August 30, 2006 Page 2

limited to, business acquisitions or disp ositions, accounting changes or other
significant or unusual items which may be helpful to an investor’s understanding
of the selected financial data.  Refe r to the requirements of Item 301 of
Regulation S-K.

Consolidated Financial Statements

Consolidated Statements of Income, page 41

2. We note that you have netted interest income and interest expense on the face of
your consolidated statements of income.  In light of your disclosure on page 30 of your MD&A, which indicates th at interest expense is ma terial, please revise your
presentation in future filings to present interest income and interest expense on separate line items.  See Rule 5-03(b)(7-9) of Regulation S-X.

Notes to the Financial Statements

Note 2.  Summary of Significant Accounting Policies

– Stock Option Plans, page 48

3. We note your disclosure that certain op tions have been repriced resulting in
compensation adjustments, which have been reflected in net income.  Please provide us with the nature and details of any option repricings and resulting
compensation adjustments that occurred during the three years ended December 31, 2005.

Note 14. Common Stock, Preferred Stock and Warrants, page 61

4. We note that during 2004 and 2005 shares of restricted stock were issued to
certain executives and directors.  Please te ll us and disclose in future filings the
nature of the vesting pr ovisions of the stock, a nd your method of recording
compensation expense and deferred compensation.  Also, for the shares of restricted stock that were issued during 2004 and 2005, please explain to us why the total value of the shares was expens ed during the same year the shares of
restricted stock were issued.  Also, please te ll us the number of shares of restricted
stock that have been issued but have  not vested as of December 31, 2005 and
explain to us how you have considered th ese unvested shares  in your basic and
diluted earnings per share calculation.

Mr. Joel M. Bennett
JAKKS Pacific, Inc.
August 30, 2006 Page 3

5. Please explain to us the nature of the $5.3 million increase to APIC and charge to
stock compensation expense during fiscal 2004 which is presented on the statements of stockholders ’ equity as “compensation for fully vested stock
options.”  Similarly, explain the $1.7 milli on decrease to APIC and reduction to
stock compensation expense during fiscal 2005.

6. We note that during 2005 you issued 566,546 shares of common stock for $4.9 million of cash and restricted stock.  Please explain to us when the 101,002 shares of restricted stock were issued, how you de termined or calculat ed their value of
$1.7 million, and how you accounted for the exchange of 101,002 shares for 215,982 shares.

7. We note that during 2003, you awarded 2,760, 000 shares of restricted stock to
certain executives, of which 396,000 were earned during 2004.  Please explain to
us how you have accounted for the 396,000 shares in 2004 including how you
valued the shares and how they have been accounted for in the statement of stockholders’ equity.

Note 20 – Litigation, page 64

8. Please revise to disclose, in plain English, the nature of the WWE’s claims against you.

Item 15. Exhibits, page 82

9. Your exhibit index does not include refe rence to material contracts such as
acquisition, financing, licensing, or joint venture agreemen ts.  Please revise to
reference to all material contracts as required by Item 15(b) of Form 10-K and
Item 601(b)(10) of Regulation S-K.

Form 10-Q for the quarter ended March 31, 2006

Balance Sheets

10. We note that your investment in the THQ video game joint venture has decreased
from $10.4 million as of December 31, 2005 to $3.2 million as of March 31, 2006.  Please explain to us the na ture of this decrease.

Mr. Joel M. Bennett
JAKKS Pacific, Inc.
August 30, 2006 Page 4

Management’s Discussion and Analysis
– Results of Operations

11. Please revise to discuss and analyze results of operations by the operating
segments disclosed in note 3 to the financial statements.  For example, please discuss and analyze net sales and cost of sales (rather than margins) separately for each segment.  Because margins are impacted by both net sales and cost of sales, we believe a separate discussion of co st of sales results is appropriate.

12. Please consider the use of tables wh en quantifying change s, with narrative
discussions following the tables to explai n the underlying business reasons for the
changes.

13. For revenues, please quantify factors such as price, mix, and volume changes.

14. Please expand your discussion of cost of sales and selling, general, and administrative expenses to quantify and discuss the significant cost components within these broad categories, such as licensing fees, product costs, product development costs, marketing costs, depr eciation and amortization, and any other
significant components that would enab le readers to understand your business
better.  For example, you st ate that gross profit wa s affected by lower product
costs and tool and mold amortization, offs et in part by an increase in royalty
expense, but you do not quantify these cha nges or provide the actual cost figures
necessary to put these cha nges in proper context.

Form 10-Q for the quarter ended June 30, 2006

Note 8. Common Stock and Preferred Stock, page 10

15. We note that in January 2006 you issued  268,660 shares of restricted common
stock which vest in January 2007 and 2008 and are valued at approximately $5.6
million.  Please tell us how you have accounted for these shares as of March 31, 2006 and June 30, 2006.  Include in your re sponse the nature of the $5.3 million
deferred compensation recorded as part of stockholders equity during the three
months ended March 31, 2006 and explain why this amount is no longer recorded as of June 30, 2006.

Mr. Joel M. Bennett
JAKKS Pacific, Inc.
August 30, 2006 Page 5

Note 9. Business Combinations, page 10

16. We note that the amounts allocated to intangible assets and goodwill in the
Creative Designs acquisition have changed from that reported in the Form 10-Q
for the quarter ended March 31, 2006.  In future filings, to the extent the allocation amounts change significantly, please disclose the amount of the adjustments.  See paragraph 51 of SFAS No. 141.

Management’s Discussion and Analysis
– General

17. We note that in connection with the joint venture with THQ, no agreement has been reached for the preferred return for the period July 1, 2006 to December 31, 2009. Please revise MD&A in future filings to discuss the existence of this uncertainty and explain how it may effect  your financial position and statements
of operations in the future.
********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

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

‚ 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Joel M. Bennett
JAKKS Pacific, Inc.
August 30, 2006 Page 6

 You may contact Claire Erlanger at (202) 551-3301 or  Lyn Shenk at (202) 551-
3380 if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief

July 3, 2006
Zip+4 Code:  20549-0305

Via Fax & U.S. Mail

Mr. Jack Friedman
Chairman and Chief Executive Officer
Jakks Pacific, Inc.
22619 Pacific Coast Highway
Malibu, California 90265

RE: Jakks Pacific, Inc., (the “Company”)
 Form 8-K, filed June 29, 2006
 File No. 0-28104

Dear Mr. Friedman:

We have reviewed your filing and have the following comments.  We think you should revise
your document in response to these comments.

Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please amend the Form to state whether the former accountant resigned, declined to stand for re-election or was dismissed, as required by Item 304 of Regulation S-K.   Under Item
304, it is not sufficient to state that the company “determined not to continue the engagement of the accountant”.  Please revise.

Other

2. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Jack Friedman
Jakks Pacific, Inc. July 3, 2006 Page 2

In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and
‚ 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.

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Please file your supplemental response and amended Form 8-K via Edgar in response to these comments within five business days of the date of this letter.  Please note that if you require longer than five business days to respond, you should contact the staff immediately to request additional time.

You may contact Effie Simpson at (202) 551-3346 or Bob Benton, at (202) 551-3804 if you have any questions.

        S i n c e r e l y ,

        E f f i e  S i m p s o n
        Staff Accountant