Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
FRIEDMAN JACK
   2. Issuer Name and Ticker or Trading Symbol
JAKKS PACIFIC INC [JAKK] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & Chief Exec. Off.
(Last)
(First)
(Middle)
C/O JAKKS PACIFIC, INC., 22619 PACIFIC COAST HIGHWAY		 3. Date of Earliest Transaction (Month/Day/Year)
01/01/2005
(Street)

MALIBU, CA 90265		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/01/2005   A   120,000 (1) (2) A $ 22.11 (3) 702,272 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options $ 16.25               (4) 07/11/2007 Common Stock 175,000   175,000 D  
Options $ 7.875               (5) 06/22/2006 Common Stock 18,955   18,955 D  
Options $ 7.875               (6) 09/15/2005 Common Stock 107,991   107,991 D  
Options $ 7.875               (7) 08/12/2005 Common Stock 55,308   55,308 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FRIEDMAN JACK
C/O JAKKS PACIFIC, INC.
22619 PACIFIC COAST HIGHWAY
MALIBU, CA 90265		   X     Chairman & Chief Exec. Off.  

Signatures

 /s/ Jack Friedman   01/04/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Such 120,000 shares were issued pursuant to the terms of Holder's 1/1/03 Employment Agreement with the Issuer and are further subject to the terms of that certain January 1, 2005 Restricted Stock Award Agreement (the "Agreement") by and between the Holder and the Issuer. The Agreement provides that the Holder will forfeit his rights to all 120,000 shares unless certain conditions precedent are met prior to January 1, 2006, including the condition that the Issuer's Pre-Tax Income (as defined in the Agreement) for 2005 exceeds $2,000,000, whereupon the forfeited shares will become authorized but unissued shares of the Issuer's common stock.
(2) The Agreement prohibits the Holder from selling, assigning, transferring, pledging or otherwise encumbering (a) 60,000 of the 120,000 shares prior to January 1, 2006 and (b) the remaining 60,000 shares prior to January 1, 2007; provided, however, that if the Issuer's Pre-Tax Income for 2005 exceeds $2,000,000 and the Issuer's Adjusted EPS Growth (as defined in the Agreement) for 2005 increases by certain percentages as set forth in the Agreement, the vesting of some or all of the 60,000 shares that would otherwise vest on January 1, 2007 will be accelerated to the date the Adjusted EPS Growth is determined.
(3) Represents the closing price of the Issuer's common stock on 12/31/04, as reported by Nasdaq.
(4) This option is immediately exercisable, except as follows: 26,250 shares become exercisable on 7/12/04, 43,750 shares become exercisable on 7/12/05 and 52,500 shares become exercisable on 7/12/06.
(5) This option is immediately exercisable, except as follows: 4,739 shares become exercisable on 6/23/04 and 5,687 shares become exercisable on 6/23/05.
(6) This option is immediately exercisable, except as follows: 32,396 shares become exercisable on 9/15/04.
(7) This option is immediately exercisable, except as follows: 16,593 shares become exercisable on 8/12/04.

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